As filed with the
Securities and Exchange Commission on April 4, 2005


---

|UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
|---------------------------------------------------------------------
|                                                                     

|ANNUAL
REPORT PURSUANT TO SECTION 13 
OF THE SECURITIES EXCHANGE ACT OF 1934
For the Fiscal Year Ended December 31, 2004
Commission file number: 1-12260 | 
|-------------------------------------------------------------------------------------------------------------------------------------------------------- | 

Coca-Cola FEMSA, S.A. de C.V.  (Exact name of registrant as specified in its Charter)


Not Applicable  (Translation of registrant ́s name into English)


United Mexican States  (Jurisdiction of incorporation or organization)


Guillermo González Camarena No. 600Centro de Ciudad Santa Fé01210 México, D.F., México(Address of principal executive offices)

Securities registered or to be registered pursuant to Section 12(b) of the Act:

|Title of Each Class                           | Name of Each Exchange on Which Registered                                 
|--------------------------------------------- | --------------------------------------------------------------------------
|American Depositary Shares, each representing |                                                                           
|10 Series L Shares, without par value         | New York Stock Exchange, Inc.                                             
|Series L Shares, without par value            | New York Stock Exchange, Inc. (not for trading, for listing purposes only)
|8.95% Notes due November 1, 2006              | New York Stock Exchange, Inc.                                             

**Securities registered or to be registered pursuant to Section 12(g) of the Act:** None
**Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:** None
**The number of outstanding shares of each class of capital or common stock as of December 31, 2004 was:**

|844,078,519 |  | Series A Shares, without par value
|----------- |  | ----------------------------------
|731,545,678 |  | Series D Shares, without par value
|270,906,004 |  | Series L Shares, without par value

Indicate by check mark whether the registrant:  (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90
days.

Yes
           No


**Indicate by check mark which financial statement item the registrant has elected to follow.**

Item 17
           Item 18


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TABLE OF CONTENTS

Page


|         | Introduction                                            | 1 
|-------- | ------------------------------------------------------- | --
|Item 1.  | Not Applicable                                          | 3 
|Item 2.  | Not Applicable                                          | 3 
|Item 3.  | Key Information                                         | 4 
|         | Selected Financial Data                                 | 4 
|         | Dividends and Dividend Policy                           | 6 
|         | Exchange Rate Information                               | 6 
|         | Risk Factors                                            | 8 
|Item 4.  | Information on the Company                              | 14
|         | The Company                                             | 14
|         | Bottler Agreements                                      | 35
|         | Description of Property, Plant and Equipment            | 37
|         | Significant Subsidiaries                                | 39
|Item 5.  | Operating and Financial Review and Prospects            | 40
|Item 6.  | Directors, Senior Management and Employees              | 65
|         | Compensation of Directors and Officers                  | 75
|         | Stock Incentive Plan                                    | 75
|         | EVA-Based Stock Incentive Plan                          | 75
|         | Share Ownership                                         | 76
|         | Board Practices                                         | 76
|         | Employees                                               | 77
|         | Insurance Policies                                      | 78
|Item 7.  | Major Shareholders and Related Party Transactions       | 79
|         | Major Shareholders                                      | 79
|         | Related Party Transactions                              | 83
|Item 8.  | Financial Information                                   | 85
|         | Consolidated Statements and Other Financial Information | 85
|         | Legal Proceedings                                       | 85
|Item 9.  | The Offer and Listing                                   | 88
|         | Trading Markets                                         | 88
|         | Trading on the Mexican Stock Exchange                   | 90
|Item 10. | Additional Information                                  | 91

i

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|             | Bylaws                                                                 | 91 
|------------ | ---------------------------------------------------------------------- | ---
|             | Material Agreements                                                    | 99 
|             | Exchange Controls                                                      | 100
|             | Taxation                                                               | 101
|             | Documents on Display                                                   | 105
|Item 11.     | Quantitative and Qualitative Disclosures about Market Risk             | 106
|             | Interest Rate Risk                                                     | 106
|             | Foreign Currency Exchange Rate Risk                                    | 108
|             | Equity Risk                                                            | 109
|             | Commodity Price Risk                                                   | 109
|Items 12-14. | Not Applicable                                                         | 110
|Item 15.     | Controls and Procedures                                                | 110
|Item 16A.    | Audit Committee Financial Expert                                       | 110
|Item 16B.    | Code of Ethics                                                         | 110
|Item 16C.    | Principal Accountant Fees and Services                                 | 110
|Item 16D.    | Not Applicable                                                         | 111
|Item 16E.    | Purchases of Equity Securities by the Issuer and Affiliated Purchasers | 111
|Item 17.     | Not Applicable                                                         | 111
|Item 18.     | Financial Statements                                                   | 111
|Item 19.     | Exhibits                                                               | 112

ii

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Table of Contents

INTRODUCTION

References

Unless the context
otherwise requires, the terms Coca-Cola FEMSA, our company, we, us and our are
used in this annual report to refer to Coca-Cola FEMSA, S.A. de C.V. and its subsidiaries
on a consolidated basis.

References herein to U.S.
dollars, US$, dollars or $ are to the lawful currency of the United States of
America. References herein to Mexican pesos or Ps. are to the lawful currency of
Mexico.

Soft drink as used
in this annual report refers generally to non-alcoholic beverages, including those
carbonated or containing natural or artificial flavors and sweeteners.

Currency Translations
and Estimates

This annual report
contains translations of certain Mexican peso amounts into U.S. dollars at specified
rates solely for the convenience of the reader.  These translations should not be
construed as representations that the Mexican peso amounts actually represent such U.S.
dollar amounts or could be converted into U.S. dollars at the rate indicated.  Unless
otherwise indicated, such U.S. dollar amounts have been translated from Mexican pesos at
an exchange rate of Ps. 11.146 to US$ 1.00, the exchange rate quoted by dealers to us for
the settlement of obligations in foreign currencies on December 31, 2004.  On December
31, 2004 and on March 11, 2005, the noon buying rates for Mexican pesos as published by
the Federal Reserve Bank of New York were Ps. 11.1540 to US$ 1.00 and Ps. 11.1335 to US$
1.00, respectively.  See Item 3.  Key InformationExchange Rate Information for
information regarding exchange rates since January 1, 2000.

To the extent
estimates are contained in this annual report, we believe that such estimates, which are
based on internal data, are reliable.  Amounts in this annual report are rounded, and the
totals may therefore not precisely equal the sum of the numbers presented.

Sources

Certain information
contained in this annual report has been computed based upon statistics prepared by the
Instituto Nacional de Estadística, Geografía e Informáticaof Mexico (the National
Institute of Statistics, Geography and Information), the Federal Reserve Bank of New
York, Banco de México(the Bank of Mexico), the Comisión Nacional Bancaria y de Valoresof Mexico (the National Banking and Securities Commission) or the CNBV, local entities in
each country and upon our estimates.

Forward-Looking
Information

This annual report
contains words such as believe, expect, anticipate and similar expressions that
identify forward-looking statements.  Use of these words reflects our views about future
events and financial performance.  Actual results could differ materially from those
projected in these forward-looking statements as a result of various factors that may be
beyond our control, including, but not limited to, effects on our company from changes in
our relationship with The Coca-Cola Company, movements in the prices of raw materials,
competition, significant developments in economic or political conditions in Latin
America, particularly in Mexico, or changes in our regulatory environment.  Accordingly,
we caution readers not to place undue reliance on these forward-looking statements.  In
any event, these statements speak only as of their respective dates, and we undertake no
obligation to update or revise any of them, whether as a result of new information,
future events or otherwise.

1

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Presentation of Panamco

We acquired Corporación
Interamericana de Bebidas, S.A. de C.V., known at the time of acquisition as Panamerican
Beverages, Inc., and which we refer to as Panamco, on May 6, 2003.  Under generally
accepted accounting principles in Mexico, or Mexican GAAP, Panamco is included in our
consolidated financial statements since May 2003 but is not included prior to this date.
 As a result, our consolidated financial information as of December 31, 2004 and 2003 and
for the years ended December 31, 2004, 2003 and 2002 are not comparable.  Through our
acquisition of Panamco, we acquired additional territories in Mexico, which are reported
as part of our Mexico segment, as well as territories in Central America, Colombia,
Venezuela and Brazil, each of which is reported as a separate segment.  We did not
acquire any additional territories in Argentina, the segment information for which is
fully comparable to prior periods.

2

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Table of Contents

Item 1. Not Applicable

Table of Contents

Item 2. Not Applicable

3

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Table of Contents

Item 3. Key Information

Table of Contents

Selected Consolidated Financial Data

This annual report
includes (under Item 18) our audited consolidated balance sheets as of December 31, 2004
and 2003 and the related consolidated statements of income, changes in stockholders equity
and changes in financial position for the years ended December 31, 2004, 2003 and 2002.
 Our consolidated financial statements are prepared in accordance with Mexican GAAP.
 Mexican GAAP differs in certain significant respects from generally accepted accounting
principles in the United States, or U.S. GAAP.  Notes 25 and 26 to our consolidated
financial statements provide a description of the principal differences between Mexican
GAAP and U.S. GAAP as they relate to us, together with a reconciliation to U.S. GAAP of
net income and stockholders equity.

Pursuant to Mexican
GAAP, in our financial statements and the selected financial information set forth below:

- Nonmonetary
assets (including property, plant and equipment of local origin) and stockholders equity
are restated for               inflation based on the local consumer price index.
 Property, plant and equipment of foreign origin are restated based               on the
exchange rate and inflation in the country of origin and converted into Mexican pesos
using the prevailing               exchange rate at the balance sheet date.

- Gains and
losses in purchasing power from holding monetary liabilities or assets are recognized in
income.

- All financial
statements are restated in constant Mexican pesos at December 31, 2004.

The effects of
inflation accounting under Mexican GAAP have not been reversed in the reconciliation to
U.S. GAAP of net income and stockholders equity.  See Notes 25 and 26 to our
consolidated financial statements.

Our non-Mexican
subsidiaries maintain their accounting records in the currency and in accordance with
accounting principles generally accepted in the country where they are located.  For
presentation in our consolidated financial statements, we adjust these accounting records
into Mexican GAAP, apply the inflation factors of the local country to restate to the
purchasing power of the local currency at the end of the most recent period for which
financial results are being reported, and translate the resulting amounts into Mexican
pesos using the exchange rate at the end of the most recent period.

Under Mexican GAAP,
Panamco is included in our consolidated financial statements from May 2003 and is not
included for periods prior to such date.  As a result, our consolidated financial
information for periods subsequent to the acquisition is not comparable to information
for prior periods.

4

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The following table
presents selected financial information of our company.  This information should be read
in conjunction with, and is qualified in its entirety by reference to, our consolidated
financial statements, including the notes thereto.  The selected financial information
contained herein is presented on a consolidated basis, and is not necessarily indicative
of our financial position or results of operations at or for any future date or period.

|                              | Year Ended December 31,                                                                                             
|----------------------------- | --------------------------------------------------------------------------------------------------------------------
|                              |                                                                                                                     
|                              | 2004 (1)                                                                                                            
|                              |                                                                                                                     
|                              | (in millions of U.S. dollars or in millions of constant Mexican pesos 
at December 31, 2004 , except per share data)
|Income Statement Data:        |                                                                                                                     
|Mexican GAAP                  |                                                                                                                     
|Net sales                     | $ 4,153                                                                                                             
|Total revenues                | 4,172                                                                                                               
|Cost of sales                 | 2,150                                                                                                               
|Gross profit                  | 2,022                                                                                                               
|Operating expenses            | 1,331                                                                                                               
|Intangible amortization       |                                                                                                                    
|Income from operations        | 691                                                                                                                 
|Net income for the year       | 487                                                                                                                 
|Majority net income           | 485                                                                                                                 
|Minority net income           | 2                                                                                                                   
|U.S. GAAP                     |                                                                                                                     
|Net sales                     | $ 4,153                                                                                                             
|Total revenues                | 4,172                                                                                                               
|Income from operations (3)    | 665                                                                                                                 
|Net income for the year       | 517                                                                                                                 
|Net income per share (4)      | 0.28                                                                                                                
|                             
|Balance Sheet Data:           |                                                                                                                     
|Mexican GAAP                  |                                                                                                                     
|Total assets                  | $ 6,017                                                                                                             
|Short-term debt               | 294                                                                                                                 
|Long-term debt                | 1,949                                                                                                               
|Capital stock                 | 251                                                                                                                 
|Majority stockholders' equity | 2,638                                                                                                               
|Total stockholders' equity    | 2,702                                                                                                               
|U.S. GAAP                     |                                                                                                                     
|Total assets                  | $ 6,094                                                                                                             
|Short-term debt               | 294                                                                                                                 
|Long-term debt                | 1,949                                                                                                               
|Capital stock                 | 251                                                                                                                 
|Total stockholders' equity    | 2,626                                                                                                               
|                              |                                                                                                                     
|Other Data:                   |                                                                                                                     
|Mexican GAAP                  |                                                                                                                     
|Depreciation (5)              | $ 111                                                                                                               
|Capital expenditures (6)      | 173                                                                                                                 
|                              |                                                                                                                     
|U.S. GAAP                     |                                                                                                                     
|Depreciation (5)(7)           | $ 102                                                                                                               

______________________


|(1) | Translation
to U.S. dollar amounts at an exchange rate of Ps. 11.146 to US$ 1.00 solely for the
      convenience of the reader.
|--- | --------------------------------------------------------------------------------------------------------------------------------

|(2) | Includes
the acquired territories from May 2003.
|--- | ------------------------------------------------

5

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|(3) | We
include employee profit sharing as part of income from operations for purposes of U.S.
GAAP.
|--- | -----------------------------------------------------------------------------------------------

|(4) | For
the years ended December 31, 2000 through December 31, 2002, computed on the basis of
1,425       million shares outstanding.  For the year ended December 31, 2003, computed
on the basis of 1,704.3       million shares outstanding, the weighted average shares
outstanding during 2003 after giving effect       to the capital increase in May 2003 in
connection with the Panamco acquisition.  For the year ended       December 31, 2004,
computed on the basis of 1,846.4 million shares outstanding, the weighted average
      shares outstanding during 2004 after giving effect to the rights offering that
expired in September       2004.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(5) | Excludes
estimated breakage of bottles and cases (Ps. 419 million in 2004) and amortization of
other       assets, pension and seniority premiums and deferred taxes (Ps. 402 million in
2004).  See the       consolidated statements of changes in financial position included
in our consolidated financial       statements.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(6) | Includes
investments in property, plant and equipment, bottles and cases and deferred charges.
|--- | ----------------------------------------------------------------------------------------------

|(7) | In
accordance with U.S. GAAP, expressed in nominal Mexican pesos and not restated in
constant Mexican       pesos at December 31, 2004.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------

Table of Contents

Dividends and Dividend
Policy

The following table
sets forth the nominal amount in Mexican pesos of dividends declared and paid per share
each year and the U.S. dollar amounts on a per share basis actually paid to holders of
American Depositary Shares, which we refer to as ADSs, on each of the respective payment
dates.

|Fiscal Year with Respect to which Dividend wasDeclared | Date Dividend Paid | Mexican Pesosper Share(Nominal) | U.S. Dollars per Share
|------------------------------------------------------ | ------------------ | ------------------------------- | ----------------------
|                                                      
|2000                                                   |                    | March 28, 2001                  |                       
|2001                                                   |                    | May 9, 2002                     |                       
|2002                                                   | (1)                |                                | (1)                   
|2003                                                   |                    | May 30, 2004                    |                       
|2004                                                   |                    | March 8, 2005                   | (2)                   

______________________


|(1) | Dividends
were not declared for fiscal year 2002.
|--- | -------------------------------------------------

|(2) | Date
of dividend declaration because dividends for 2004 have not been paid at the time of this
              annual report.
|--- | ---------------------------------------------------------------------------------------------------------------------------

|(3) | Because
dividends for 2004 have not been paid at the time of this annual report, the U.S. dollar
              per share amount has not been determined.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------

The declaration,
amount and payment of dividends are subject to approval by holders of our Series A Shares
and our Series D Shares voting as a single class, generally upon the recommendation of
our board of directors, and will depend upon our operating results, financial condition,
capital requirements, general business conditions and the requirements of Mexican law.
 Holders of Series L shares, including in the form of ADSs, are not entitled to vote on
the declaration and payment of dividends.  We have historically paid dividends although
we decided not to pay a dividend for fiscal year 2002.  Accordingly, our historical
dividend payments are not necessarily indicative of future dividends.

Table of Contents

Exchange Rate
Information

The following tables
set forth, for the periods indicated, the high, low, average and period end noon buying
rates of the Federal Reserve Bank of New York, expressed in Mexican pesos per U.S.
dollar. The rates have not been restated in constant currency units and therefore
represent nominal historical figures.

|Period | Exchange Rate
|------ | -------------
|       |              
|       | High         
|       |              
|2000   | Ps. 10.09    
|2001   | 9.97         
|2002   | 10.43        
|2003   | 11.41        
|2004   | 11.64        

______________________


6

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|(1) | Average
month-end rates.
|--- | ------------------------

|               | Exchange Rate
|-------------- | -------------
|               |              
|               | High         
|               |              
|2003:          |              
|First Quarter  | Ps. 11.24    
|Second Quarter | 10.77        
|Third Quarter  | 11.06        
|Fourth Quarter | 11.41        
|               |              
|2004:          |              
|First Quarter  | Ps. 11.25    
|Second Quarter | 11.64        
|Third Quarter  | 11.60        
|Fourth Quarter | 11.54        
|September      | 11.60        
|October        | 11.54        
|November       | 11.53        
|December       | 11.33        
|               |              
|2005:          |              
|January        | Ps. 11.41    
|February       | 11.21        
|March (1)      | 11.13        

______________________


|(1) | From
the period beginning March 1 until March 11, 2005.
|--- | -------------------------------------------------------

Mexico has a free
foreign exchange market and, since December 1994, the Mexican government has not
intervened to maintain the value of the Mexican peso against the U.S. dollar.  The
Mexican peso declined in 1998 as the foreign exchange markets experienced volatility as a
result of the financial crises in Asia and Russia and the financial turmoil in countries
such as Brazil and Venezuela.  The Mexican peso remained relatively stable from 1999
until the fall of 2001.  In late 2001 and early 2002, the Mexican peso appreciated
considerably against the U.S. dollar and, more strongly, against other foreign
currencies. From the second quarter of 2002 and until the end of 2003, the Mexican peso
depreciated in value.  The Mexican peso remained relatively stable in 2004 and has
appreciated at the end of 2004 and through early March in 2005.  We can make no assurance
that the Mexican government will maintain its current policies with regard to the Mexican
peso or that the Mexican peso will not depreciate significantly in the future.

We pay all cash
dividends in Mexican pesos.  As a result, exchange rate fluctuations will affect the U.S.
dollar amounts received by holders of our ADSs, which represent ten Series L Shares, on
conversion by the depositary for our ADSs of cash dividends on the shares represented by
such ADSs. Fluctuations in the exchange rate between the Mexican peso and the U.S. dollar
have affected the U.S. dollar equivalent of the Mexican peso price of our shares on the
Mexican Stock Exchange and, consequently, have also affected the market price of our ADSs.

7

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Table of Contents

RISK FACTORS

Risks Related to Our
Company

Our business depends
on our relationship with The Coca-Cola Company, and changes in this relationship may
adversely affect our results of operations and financial position.

Approximately 94% of
our sales volume in 2004 was derived from sales of Coca-Colatrademark beverages. We
produce, market and distribute Coca-Colatrademark beverages through standard bottler
agreements that cover all of our present territories. Through its rights under the
bottler agreements and as a large shareholder, The Coca-Cola Company has the ability to
exercise substantial influence over the conduct of our business.

Under our bottler
agreements, The Coca-Cola Company may unilaterally set the price for its concentrate. We
prepare a three-year general business plan that is submitted to our board of directors
for approval. The Coca-Cola Company may require that we demonstrate our financial
ability to meet our plans and may terminate our rights to produce, market and distribute
soft drinks in territories with respect to which such approval is withheld. The
Coca-Cola Company also makes significant contributions to our marketing expenses although
it is not required to contribute a particular amount. In addition, we are prohibited
from bottling any soft drink product or distributing other beverages without The
Coca-Cola Companys authorization or consent. The Coca-Cola Company has the exclusive
right to import and export Coca-Colatrademark beverages to and from our territories. We
may not transfer control of the bottler rights of any of our territories without the
consent of The Coca-Cola Company.

We depend on The
Coca-Cola Company to renew our bottler agreements. Two of our bottler agreements for
Mexico, which together were responsible for almost half of our total sales for Mexico in
2004, expire in May 2005, and the remaining two expire in 2013, renewable in each case
for ten-year terms. Our bottler agreements for Brazil expired in December 2004, and our
bottler agreement for Colombia expires in April 2005. We are currently in the process of
negotiating  renewals of these agreements. Our remaining territories are
governed by bottler agreements that expire after 2005 and have similar renewal periods.
There can be no assurances that The Coca-Cola Company will decide to renew any of these
agreements. In addition, these agreements generally may be terminated in the event that
we fail to comply with their terms. Non-renewal or termination would prevent us from
selling Coca-Colatrademark beverages in the affected territory and would have an adverse
effect on our business, financial condition, prospects and results of operations.

The Coca-Cola Company
and FEMSA have substantial influence on the conduct of our business, which may result in
us taking actions contrary to the interest of our remaining shareholders.

The Coca-Cola Company
and FEMSA have significant influence on the conduct of our business.  The Coca-Cola
Company indirectly owns 39.6% of our outstanding capital stock, representing 46.4% of our
capital stock with full voting rights.  The Coca-Cola Company is entitled to appoint four
of our 18 directors and certain of our executive officers and, except under limited
circumstances, has the power to veto all actions requiring approval by our board of
directors.  FEMSA indirectly owns 45.7% of our outstanding capital stock, representing
53.6% of our capital stock with full voting rights.  FEMSA is entitled to appoint 11
members of our board of directors and certain of our executive officers.  The Coca-Cola
Company and FEMSA together, or FEMSA acting alone in certain limited circumstances, thus
have the power to determine the outcome of all actions requiring approval by our board of
directors, and FEMSA and The Coca-Cola Company together, except in certain limited
situations, have the power to determine the outcome of all actions requiring approval of
our shareholders.  See Item 7.  Major Shareholders and Related Party TransactionsMajor
ShareholdersThe Shareholders Agreement.  The interests of The Coca-Cola Company and
FEMSA may be different from the interests of our remaining shareholders, which may result
in us taking actions contrary to the interest of our remaining shareholders.

8

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We have significant
transactions with affiliates, particularly The Coca-Cola Company and FEMSA, which create
potential conflicts of interest and could result in less favorable terms to us.

We engage in
transactions with subsidiaries of both The Coca-Cola Company and FEMSA.  Our transactions
with FEMSA include supply agreements under which we purchase certain supplies and
equipment, a service agreement under which a FEMSA subsidiary transports finished
products from our production facilities to distribution facilities in Mexico, sales of
finished products to a Mexican convenience store chain owned by FEMSA and a service
agreement under which a FEMSA subsidiary provides administrative services to our company.
 In addition, we have entered into cooperative marketing arrangements with The Coca-Cola
Company and FEMSA.  We are a party to a number of bottler agreements with The Coca-Cola
Company and have also entered into a credit agreement with The Coca-Cola Company pursuant
to which we may borrow up to US$ 250 million for working capital and other general
corporate purposes.  See Item 7.  Major Shareholders and Related Party TransactionsRelated
Party Transactions and Item 4.  Information on the CompanyBottler Agreements.  Transactions
with affiliates may create the potential for conflicts of interest, which could result in
terms less favorable to us than could be obtained from an unaffiliated third party.

We significantly
increased our leverage as a result of the Panamco acquisition, which may adversely affect
our business.

In connection with the
acquisition of Panamco, we incurred approximately Ps. 27,720 million of debt (including
existing debt of Panamco).  Our total indebtedness as of December 31, 2004 was Ps. 24,988
million, consisting of Ps. 21,716 million of long-term debt and Ps. 3,272 million of
short-term debt.  Our debt level is significantly higher than it had been prior to the
acquisition.  The increase in debt may reduce the amount of cash otherwise available to
us to invest in our business or meet our obligations and may prevent us in the future
from pursuing acquisitions and other opportunities that may present themselves to us or
from obtaining additional financing or completing refinancings on terms favorable to us.

Competition could
adversely affect our financial performance.

The beverage industry
throughout Latin America is highly competitive.  We face competition from other bottlers
of soft drinks such as Pepsi products, and from producers of low cost beverages or B
brands.  We also compete against beverages other than soft drinks such as water, fruit
juice and sport drinks.  Although competitive conditions are different in each of our
territories, we compete principally in terms of price, packaging, consumer sale
promotions, customer service and non-price retail incentives. There can be no assurances
that we will be able to avoid lower pricing as a result of competitive pressure.  Lower
pricing, changes made in response to competition and changes in consumer preferences may
have an adverse effect on our financial performance.

Our principal
competitor in Mexico is The Pepsi Bottling Group, or PBG. PBG is the largest bottler of
Pepsi products worldwide and competes with Coca-Colatrademark beverages. We have also
experienced stronger competition in Mexico from lower priced soft drinks in larger,
multiple serving packaging, resulting in lower average pricing. In Argentina and Brazil,
we compete with Companhia de Bebidas das Américas, commonly referred to as AmBev, the
largest brewer in Latin America, which sells Pepsi products, in addition to a portfolio
that includes local brands with flavors such as guaraná and proprietary beers. (In
September 2004, AmBev combined with Belgian brewer Interbrew N.V./S.A. to form InBev
S.A., or InBev.) In each of our territories we compete with Pepsi bottlers with various
other bottlers and distributors of nationally and regionally advertised soft drinks. In
certain territories, we compete with producers of soft drink flavors that have a strong
local presence.

We may not be able to
improve performance in the territories acquired in the Panamco acquisition.

Through the
acquisition of Panamco, we acquired territories in Mexico as well as in the following
countries in which we have not historically conducted operations:  Guatemala, Nicaragua,
Costa Rica, Panama, Colombia, Venezuela and Brazil.  Since the acquisition, we have
undertaken a number of initiatives to improve profitability and reduce costs in these
territories.  Many of these territories are characterized by less favorable consumption
patterns than those experienced in Mexico, stronger local competitors and challenging
political, labor and economic climates.  In addition, distribution and marketing
practices in these territories differ from our historical practices. Several of these
territories

9

---



have a lower level of pre-sale (a distribution method in which the sales
and delivery functions are separated and trucks are loaded with the actual mix of
products that retailers have previously ordered) as a percentage of total distribution
than we were accustomed to having, and product offerings and packaging vary from
territory to territory with customer preferences.  There can be no assurance that our
initiatives will reduce operating costs or maintain or improve sales in the future, which
may adversely affect our sales growth and operating margins.

A water shortage or a
failure to maintain existing concessions could adversely affect our business.

Water is an essential
component of soft drinks.  We obtain water from various sources in our territories,
including springs, wells, rivers and municipal water companies.  In Mexico, we purchase
water from municipal water companies and pump water from our own wells pursuant to
concessions granted by the Mexican government.  We obtain the vast majority of the water
used in our soft drink production in Mexico pursuant to these concessions, which the
Mexican government granted based on studies of the existing and projected groundwater
supply.  Our existing water concessions in Mexico may be terminated by governmental
authorities under certain circumstances and their renewal depends on receiving necessary
authorizations from municipal and/or federal water authorities.  See Item 4.
 Information on the CompanyRegulationWater Supply Law.  In our other territories, our
existing water supply may not be sufficient to meet our future production needs and the
available water supply may be adversely affected by shortages or changes in governmental
regulations.

We cannot assure you
that water will be available in sufficient quantities to meet our future production
needs, or that our concessions will not be terminated or will prove sufficient to meet
our water supply needs.

Increases in the
prices of raw materials would increase our cost of sales and may adversely affect our
results of operations.

Our most significant
raw materials are concentrate, which we acquire from companies designated by The
Coca-Cola Company, packaging materials and sweeteners.  Prices for concentrate are
determined by The Coca-Cola Company pursuant to our bottler agreements as a percentage of
the weighted average retail price, net of applicable taxes.  The prices for our remaining
raw materials are driven by market prices and local availability as well as the
imposition of import duties and import restrictions and fluctuations in exchange rates.
 We are also required to meet all of our supply needs from suppliers approved by The
Coca-Cola Company, which may limit the number of suppliers available to us.  Our sales
prices are denominated in the local currency in which we operate, while the prices of
certain materials used in the bottling of our products, mainly resin, ingots to make
plastic bottles, finished plastic bottles and aluminum cans, are paid in or determined
with reference to the U.S. dollar, and therefore may increase if the U.S. dollar
appreciates against the currency of any country in which we operate, particularly against
the Mexican peso.  See Item 4.  Information on the CompanyThe CompanyRaw Materials.

After concentrate,
packaging and sweeteners constitute the largest portion of our raw material costs.  Our
most significant packaging raw material costs arise from the purchase of resin and
plastic ingots to make plastic bottles and from the purchase of finished plastic bottles,
the prices of which are tied to crude oil prices.  In Mexico, the prices that we paid for
resin increased by more than 20% in U.S. dollars in 2004.  Sugar prices in all of the
countries in which we operate other than Brazil are subject to local regulations and
other barriers to market entry that cause us to pay in excess of international market
prices for sugar.  In Mexico, our sugar prices increased approximately 13% in 2004.  In
Venezuela, we have experienced sugar shortages that have adversely affected our
operations.  These shortages were due to the inability of the main sugar importers to
access foreign currencies as a result of exchange controls in effect in that country.

We cannot assure you
that our raw material prices will not further increase in the future. Increases in the
prices of raw materials would increase our cost of sales and adversely affect our results
of operations.

Taxes on soft drinks
could adversely affect our business.

Our products are
subject to excise and value-added taxes in many of the countries in which we operate.
 The imposition of new taxes or increases in taxes on our products may have a material
adverse effect on our business,

10

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financial condition,
prospects and results of operations.  In 2003, Mexico implemented a 20% excise tax on
carbonated soft drinks produced with non-sugar sweetener.  See Item 8. Financial
InformationLegal Proceedings.  Certain countries in Central America, Argentina and
Brazil have also imposed taxes on carbonated soft drinks.  See Item 4.  Information on
the CompanyRegulationTaxation of Soft Drinks.  We cannot assure you that any
governmental authority in any country where we operate will not impose or increase taxes
on our products in the future.

Regulatory
developments may adversely affect our business.

We are subject to
regulation in each of the territories in which we operate.  The principal areas in which
we are subject to regulation are environment, labor, taxation and antitrust.  The
adoption of new laws or regulations in the countries in which we operate may increase our
operating costs or impose restrictions on our operations which, in turn, may adversely
affect our financial condition, business and results of operations.  In particular,
environmental standards are becoming more stringent in several of the countries in which
we operate, and we are in the process of complying with these new standards. Further
changes in current regulations may result in an increase in compliance costs, which may
have an adverse effect on our future results of operations or financial condition.

Voluntary price
restraints or statutory price controls have been imposed historically in several of the
countries in which we operate.  The imposition of these restrictions in the future may
have an adverse effect on our results of operations and financial position.  Although
Mexican bottlers have been free to set prices for carbonated soft drinks without
governmental intervention since January 1996, such prices had been subject to statutory
price controls and to voluntary price restraints, which effectively limited our ability
to increase prices in the Mexican market without governmental consent.  See Item 4.
Information on the CompanyRegulationPrice Controls.  We cannot assure that
governmental authorities in any country where we operate will not impose statutory price
controls or voluntary price restraints in the future.

Our operations have
from time to time been subject to investigations and proceedings by antitrust authorities
and litigation relating to alleged anticompetitive practices.  We cannot assure you that
these investigations and proceedings will not have an adverse effect on our results of
operations or financial condition.

Risks Related to the
Series L Shares and the ADSs

Holders of our Series
L Shares have limited voting rights.

Holders of our Series
L Shares are entitled to vote only in limited circumstances.  They generally may elect
three of our 18 directors and are only entitled to vote on specific matters, including
changes in our corporate form, certain mergers involving our company and the cancellation
of the registration of our shares.  As a result, these holders will not be able to
influence our business or operations.  See Item 7.  Major Shareholders and Related Party
TransactionsMajor Shareholders and Item 10.  Additional InformationBylawsVoting
Rights.

Holders of ADSs may
not be able to vote at our shareholder meetings.

Our shares are traded
on the New York Stock Exchange in the form of ADSs.  We cannot assure that holders of our
shares in the form of ADSs will receive notice of shareholders meetings from our ADS
depositary in sufficient time to enable such holders to return voting instructions to the
ADS depositary in a timely manner.

Holders of Series L
Shares in the United States and holders of ADSs may not be able to participate in any
future preemptive rights offering and as a result may be subject to dilution of their
equity interests.

Under applicable
Mexican law, if we issue new shares for cash as a part of a capital increase, we are
generally required to grant our shareholders the right to purchase a sufficient number of
shares to maintain their existing ownership percentage.  Rights to purchase shares in
these circumstances are known as preemptive rights.  We may not legally allow holders of
our shares or ADSs who are located in the United States to exercise any preemptive rights
in any future capital increases unless (1) we file a registration statement with the SEC
with respect to that future issuance of shares or (2) the offering qualifies for an
exemption from the registration requirements of the U.S. Securities Act of 1933.  At the
time of

11

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any future capital
increase, we will evaluate the costs and potential liabilities associated with filing a
registration statement with the SEC, as well as the benefits of preemptive rights to
holders of our shares in the form of ADSs in the United States and any other factors that
we consider important in determining whether to file a registration statement.

We cannot assure that
we will file a registration statement with the SEC to allow holders of our shares or ADSs
who are located in the United States to participate in a preemptive rights offering.  In
addition, under current Mexican law, the sale by the ADS depositary of preemptive rights
and the distribution of the proceeds from such sales to the holders of our shares in the
form of ADSs is not possible.  As a result, the equity interest of holders of our shares
in the form of ADSs would be diluted proportionately.  See Item 10.  Additional
InformationPreemptive Rights.

The protections
afforded to minority shareholders in Mexico are different from those afforded to minority
shareholders in the United States.

Under Mexican law, the
protections afforded to minority shareholders are different from, and may be less than,
those afforded to minority shareholders in the United States.  Mexican laws concerning
duties of directors are not well developed, there is no procedure for class actions as
such actions are conducted in the United States and there are different procedural
requirements for bringing shareholder lawsuits for the benefit of companies.  Therefore,
it may be more difficult for minority shareholders to enforce their rights against us,
our directors or our controlling shareholders than it would be for minority shareholders
of a United States company.

Investors may
experience difficulties in enforcing civil liabilities against us or our directors,
officers and controlling persons.

We are organized under
the laws of Mexico, and most of our directors, officers and controlling persons reside
outside the United States.  In addition, all or a substantial portion of our assets and
their respective assets are located outside the United States.  As a result, it may be
difficult for investors to effect service of process within the United States on such
persons or to enforce judgments against them, including in any action based on civil
liabilities under the U.S. federal securities laws. There is doubt as to the
enforceability against such persons in Mexico, whether in original actions or in actions
to enforce judgments of U.S. courts, of liabilities based solely on the U.S. federal
securities laws.

Developments in other
countries may adversely affect the market for our securities.

The market value of
securities of Mexican companies is, to varying degrees, influenced by economic and
securities market conditions in other emerging market countries.  Although economic
conditions are different in each country, investors reaction to developments in one
country can have effects on the securities of issuers in other countries, including
Mexico.  We cannot assure you that events elsewhere, especially in emerging markets, will
not adversely affect the market value of our securities.

Risks Related to
Mexico and the Other Countries in Which We Operate

Adverse economic
conditions in Mexico may adversely affect our financial condition and results of
operations.

We are a Mexican
corporation, and our Mexican operations are our single most important geographic segment.
 For the year ended December 31, 2004, 57% of our net sales were attributable to Mexico.
 In the past, Mexico has experienced both prolonged periods of weak economic conditions
and deteriorations in economic conditions that have had a negative impact on our company.
 We cannot assume that such conditions will not return or that such conditions will not
have a material adverse effect on our results of operations and financial condition.

Our business may be
significantly affected by the general condition of the Mexican economy, or by the rate of
inflation in Mexico, interest rates in Mexico and exchange rates for the Mexican peso.
Decreases in the growth rate of the Mexican economy, periods of negative growth and/or
increases in inflation or interest rates may result in lower demand for our products,
lower real pricing of our products or a shift to lower margin products.  Because a large
percentage of our costs and expenses are fixed, we may not be able to reduce costs and
expenses upon the occurrence of any of these events, and our profit margins may suffer as
a result.  In addition, an increase in interest rates in Mexico

12

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would increase the
cost to us of variable rate, Mexican peso-denominated funding, which constituted
approximately 73% of our total debt as of December 31, 2004, and have an adverse effect
on our financial position and results of operations.

Depreciation of the
Mexican peso relative to the U.S. dollar could adversely affect our financial condition
and results of operations.

A depreciation of the
Mexican peso relative to the U.S. dollar would increase the cost to us of a portion of
the raw materials we acquire, the price of which is paid in or determined with reference
to U.S. dollars, and of our debt obligations denominated in U.S. dollars and thereby may
negatively affect our financial position and results of operations.  We generally do not
hedge our exposure to the U.S. dollar with respect to the Mexican peso and other
currencies.  A severe devaluation or depreciation of the Mexican peso may also result in
disruption of the international foreign exchange markets and may limit our ability to
transfer or to convert Mexican pesos into U.S. dollars and other currencies for the
purpose of making timely payments of interest and principal on our U.S.
dollar-denominated indebtedness or obligations in other currencies.  While the Mexican
government does not currently restrict, and since 1982 has not restricted, the right or
ability of Mexican or foreign persons or entities to convert Mexican pesos into U.S.
dollars or to transfer other currencies out of Mexico, the Mexican government could
institute restrictive exchange rate policies in the future, as it has done in the past.
 Currency fluctuations may have an adverse effect on our financial condition, results of
operations and cash flows in future periods.

Political events in
Mexico could adversely affect our operations.

Political events in
Mexico may significantly affect our operations. In the Mexican federal elections held on
July 2, 2000, Vicente Fox of the Partido Acción Nacional(the National Action Party) or
PAN, won the presidency. Although his victory ended more than 70 years of presidential
rule by the Partido Revolucionario Institucional(the Institutional Revolutionary Party)
or PRI, neither the PRI nor the PAN succeeded in securing a majority in the Mexican
congress. In elections in 2003 and 2004, the PAN lost additional seats in the Mexican
congress and state governorships. The resulting legislative gridlock, which is expected
to continue at least until the Mexican presidential elections in 2006, has impeded the
progress of structural reforms in Mexico, which may adversely affect economic conditions
in Mexico, and consequently, our results of operations.

Developments in other
Latin American countries in which we operate may adversely affect our business.

In addition to Mexico,
we conduct operations in Guatemala, Nicaragua, Costa Rica, Panama, Colombia, Venezuela,
Brazil and Argentina.  These countries expose us to different or greater country risk
than Mexico.  For many of these countries, results of operations in recent years have
been adversely affected by deteriorating macroeconomic and political conditions.  In
Venezuela and Argentina, significant economic and political instability, including a
contracting economy, a drastic currency devaluation, high unemployment, the introduction
of exchange controls and social unrest have resulted in higher production costs and
declining profitability for us.  In Colombia and Venezuela, we have experienced limited
disruptions in production and distribution.

Our future results may
be significantly affected by the general economic and financial conditions in the
countries where we operate, by the devaluation of the local currency, inflation or
interest rates or by political developments or changes in law.  Net sales increased in
our non-Mexican territories at a relatively higher rate than in our Mexican territories
in 2004 as compared to prior periods, resulting in a greater contribution to our results
of operations from these territories, which also have a lower operating margin.  This
trend may continue in the future.  Devaluation of the local currencies against the U.S.
dollar may increase our operating costs in these countries, and depreciation against the
Mexican peso may negatively affect the results of operations for these countries as
reported in our Mexican GAAP financial statements.  In addition, some of these countries
may impose exchange controls that could impact our ability to purchase raw materials in
foreign currencies and the ability of the subsidiaries in these countries to remit
dividends abroad or make payments other than in local currencies, as is currently the
case in Venezuela under regulations imposed in January 2003.  As a result of these
potential risks, we may experience lower demand, lower real pricing or increases in
costs, which may negatively impact our results of operations.

13

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Table of Contents

Item 4. Information
on the Company

Table of Contents

THE COMPANY

Overview

We are the largest
bottler of Coca-Cola trademark beverages in Latin America, and the second largest in the
world, calculated in each case by sales volume in 2004.  We operate in the following
territories:

- Mexico  a
substantial portion of central Mexico (including Mexico City) and southeast Mexico
              (including the Gulf region).
- Central
America  Guatemala (Guatemala City and surrounding areas), Nicaragua (nationwide), Costa
              Rica (nationwide) and Panama (nationwide).
- Colombia  most
of the country.
- Venezuela  nationwide.
- Brazil  the
area of greater São Paulo, Campinas, Santos, the state of Mato Grosso do Sul and part
              of the state of Goias.
- Argentina  Buenos
Aires and surrounding areas.

Our company was
established on October 30, 1991 as a sociedad anónima de capital variable (a
variable capital stock corporation), organized under the laws of Mexico and has a
duration of 99 years. Our principal executive offices are located at Guillermo González
Camarena No. 600, Col.  Centro de Ciudad Santa Fé, Delegación Álvaro Obregón, México,
D.F., 01210, México.  Our telephone number at this location is (52-55) 5081-5100.  Our
website is www.coca-colafemsa.com.

The following is an
overview of our operations by segment in 2004:

Operations by SegmentOverview
Year Ended December 31, 2004(1)

|                | Total Revenues | Percentage of Total Revenues | Income from Operations | Percentage of Income from Operations
|--------------- | -------------- | ---------------------------- | ---------------------- | ------------------------------------
|                |               
|Mexico          | Ps. 26,658     | 57.3                         | %                      | Ps. 5,519                           
|Central America | 3,459          | 7.4                          |                        | 419                                 
|Colombia        | 4,066          | 8.7                          |                        | 433                                 
|Venezuela       | 4,776          | 10.3                         |                        | 375                                 
|Brazil          | 5,137          | 11.0                         |                        | 458                                 
|Argentina       | 2,451          | 5.3                          |                        | 383                                 

______________________


|(1) | Expressed
in millions of Mexican pesos, except for percentages.  The sums of the financial data for
      each of our segments and percentages with respect thereto differ from our
consolidated financial       information due to intercompany transactions, which are
eliminated in consolidation, and certain       non-operating assets and activities,
including corporate services.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Corporate History

We are a subsidiary of
FEMSA, which also owns both the second largest brewer and the largest convenience store
chain in Mexico.

14

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In 1979, a subsidiary
of FEMSA acquired certain soft drink bottlers that are now a part of our company.  At
that time, the acquired bottlers had 13 Mexican distribution centers operating 701
distribution routes, and their production capacity was 83 million physical cases.  In
1991, FEMSA transferred its ownership in the bottlers to FEMSA Refrescos, S.A. de C.V.,
the corporate predecessor of our company.

In June 1993, a
subsidiary of The Coca-Cola Company subscribed for 30% of our capital stock in the form
of Series D Shares for US$ 195 million.  In September 1993, FEMSA sold Series L Shares
that represented 19% of our capital stock to the public, and we listed these shares on
the Mexican Stock Exchange and, in the form of ADSs, on the New York Stock Exchange.

In a series of
transactions between 1994 and 1997, we acquired the territory for Buenos Aires, Argentina
from a subsidiary of The Coca-Cola Company.  We expanded our Argentine operations in
February 1996 by acquiring territories for the contiguous San Isidro and Pilar areas.

We expanded our
Mexican operations in November 1997 by acquiring a territory in the state of Chiapas in
southern Mexico, after which we covered the entire state of Chiapas.

In May 2003, we
acquired all of Panamco and began producing and distributing Coca-Colatrademark
beverages in additional territories in the central and the gulf regions of Mexico and in
Central America (Guatemala, Nicaragua, Costa Rica and Panama), Colombia, Venezuela and
Brazil, along with bottled water, beer and other beverages in some of these territories.
The total cost of the transaction was approximately Ps. 41,017 million, including
transaction expenses. We financed the acquisition as follows: Ps. 18,163 million of new
debt, Ps. 9,557 million of assumed net debt, a Ps. 2,923 million capital investment from
FEMSA, the issuance of our Series D Shares to subsidiaries of The Coca-Cola Company in
exchange for a capital contribution of Ps. 7,407 million in the form of equity interests
in Panamco and Ps. 2,967 million in cash.

During August 2004, we
conducted a rights offering to allow existing holders of our Series L Shares and ADSs to
acquire newly-issued Series L Shares in the form of Series L Shares and ADSs,
respectively.  The purpose of the rights offering was to permit holders of Series L
Shares, including in the form of ADSs, to subscribe on a proportionate basis at the same
price per share at which FEMSA and The Coca-Cola Company subscribed in connection with
the Panamco acquisition.  The rights offering expired on September 1, 2004.

As of March 11, 2005,
FEMSA indirectly owned Series A Shares equal to 45.7% of our capital stock (53.6% of its
capital stock with full voting rights).  The Coca-Cola Company indirectly owned Series D
Shares equal to 39.6% of the capital stock of our company (46.4% of our capital stock
with full voting rights).  Series L Shares with limited voting rights, which trade on the
Mexican Stock Exchange and in the form of ADSs on the New York Stock Exchange, constitute
the remaining 14.7% of our capital stock.

Business Strategy

We are the largest
bottler of Coca-Colatrademark beverages in Latin America in terms of total sales volume
in 2004, with operations in Mexico, Guatemala, Nicaragua, Costa Rica, Panama, Colombia,
Venezuela, Brazil and Argentina. While our corporate headquarters are in Mexico City, we
have established divisional headquarters in the following three regions:

- Mexico with
divisional headquarters in Mexico City;

- Latin Centro
(covering territories in Guatemala, Nicaragua, Costa Rica, Panama, Colombia and
              Venezuela) with divisional headquarters in San José, Costa Rica; and

- Mercosur
(covering territories in Brazil and Argentina) with divisional headquarters in São Paulo,
              Brazil.

We seek to provide our
shareholders with an attractive return on their investment by increasing our
profitability.  The key factors in achieving profitability are increasing our revenues by
implementing well-planned product, packaging

15

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and pricing strategies
through channel distribution and by improving operational efficiencies throughout our
company.  To achieve these goals we continue our efforts in:

- working with
The Coca-Cola Company to develop a business model to continue exploring new lines of
              beverages, extend existing products and participate in new beverage
segments;

- implementing
packaging strategies designed to increase consumer demand for our products and to
build a strong returnable base for the Coca-Colabrand in our acquired
territories;

- replicating
our successful best practices throughout the whole value chain;

- rationalizing
and adapting our organizational and asset structure in order to be in a better
              position to respond to a changing competitive environment;

- strengthening
our selling capabilities and selectively implementing our pre-sale system, in order
              to get closer to our clients and help them satisfy the beverage needs of
consumers;

- integrating
our operations through advanced information technology systems;

- evaluating our
bottled water strategy, in conjunction with The Coca-Cola Company, to maximize its
              profitability across our market territories; and

- committing to
building a strong collaborative team, from top to bottom.

We seek to increase
per capita consumption of soft drinks in the territories in which we operate. To that
end, our marketing teams continuously develop sales strategies tailored to the different
characteristics of our various territories and channels.  We continue to develop our
product portfolio to better meet market demand and maintain our overall profitability.
 To stimulate and respond to consumer demand, we continue to introduce new products and
new presentations.  See Product and Packaging Mix.We also seek to increase placement
of refrigeration equipment, including promotional displays, through the strategic
placement of such equipment in retail outlets in order to showcase and promote our
products.  In addition, because we view our relationship with The Coca-Cola Company as
integral to our business strategy, we use market information systems and strategies
developed with The Coca-Cola Company to improve our coordination with the worldwide
marketing efforts of The Coca-Cola Company.  See MarketingChannel Marketing.

We seek to rationalize
our distribution capacity to improve the efficiency of our operations.  In 2003 and 2004,
as part of the integration process from our acquisition of Panamco, we closed several
under-utilized manufacturing centers and shifted distribution activities to other
existing facilities. See Description of Property, Plant and Equipment.  In each of our
facilities, we seek to increase productivity through infrastructure and process
reengineering for improved asset utilization.  Our capital expenditure program includes
investments in production and distribution facilities, bottles, cases, coolers and
information systems.  We believe that this program will allow us to maintain our capacity
and flexibility to innovate and to respond to consumer demand for non-alcoholic beverages.

Finally, we focus on
management quality as a key element of our growth strategies and remain committed to
fostering the development of quality management at all levels.  Both FEMSA and The
Coca-Cola Company provide us with managerial experience.  To build upon these skills, we
also offer management training programs designed to enhance our executives abilities and
exchange experiences, know-how and talent among an increasing number of multinational
executives from our new and existing territories.

Our Markets

The following map
shows the locations of our territories, giving estimates in each case of the population
to which we offer products, the number of retailers of our carbonated soft drinks and the
per capita consumption of our carbonated soft drinks:

16

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Per capita consumption
data for a territory is determined by dividing carbonated soft drink sales volume within
the territory (in bottles, cans, and fountain containers) by the estimated population
within such territory, and is expressed on the basis of the number of eight-ounce
servings of our products consumed annually per capita.  In evaluating the development of
local volume sales in our territories, we and The Coca-Cola Company measure, among other
factors, the per capita consumption of our carbonated soft-drinks.

17

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Our Products

We produce, market and
distribute Coca-Colatrademark beverages, proprietary brands and brands licensed from
third parties. The Coca-Colatrademark beverages include colas, flavored soft drinks,
water and beverages in other categories such as juice drinks and isotonics. The
following table set forth our main brands as of March 11, 2005:

|Colas:          | Mexico | CentralAmerica | Colombia | Venezuela | Brazil | Argentina
|--------------- | ------ | -------------- | -------- | --------- | ------ | ---------
|Coca-Cola       | a      | a              | a        | a         | a      | a        
|               
|Coca-Cola light | a      | a              | a        | a         | a      | a        
|               

|***Flavored Soft Drinks:*** | **Mexico** | **CentralAmerica** | **Colombia** | **Venezuela** | **Brazil** | **Argentina**
|--------------------------- | ---------- | ------------------ | ------------ | ------------- | ---------- | -------------
|Chinotto                    |            |                    |              | a            
|                           
|Fanta                       | a          | a                  | a            |               | a          | a            
|                           
|Fresca                      | a          | a                 
|                           
|Frescolita                  |            | a                  |              | a            
|                           
|Grapette                    |            |                    |              | a            
|                           
|Hit                         |            |                    |              | a            
|                           
|Kola Román(1)               |            |                    | a           
|                           
|Kuat                        |            |                    |              |               | a         
|                           
|Lift                        | a          | a                  | a           
|                           
|Mundet(2)                   | a         
|                           
|Premio(3)                   |            |                    | a           
|                           
|Quatro                      | a          |                    | a            | a             |            | a            
|                           
|Senzao                      | a         
|                           
|Simba                       |            |                    |              |               | a         
|                           
|Sprite                      | a          | a                  | a            |               | a          | a            
|                           
|Taí                         |            |                    |              |               | a          | a            
|                           

|**Water:**      | **Mexico** | **CentralAmerica** | **Colombia** | **Venezuela** | **Brazil** | **Argentina**
|--------------- | ---------- | ------------------ | ------------ | ------------- | ---------- | -------------
|Ciel            | a          |                    |              |               |            |              
|               
|Club K (3)      |            |                    | a            |               |            |              
|               
|Crystal(3)      |            |                    |              |               | a          |              
|               
|Dasani          |            | a                  |              |               |            |              
|               
|Manantial (1)   |            |                    | a            |               |            |              
|               
|Nevada          |            |                    |              | a             |            |              
|               
|Santa Clara (3) |            |                    | a            |               |            |              
|               

|***Other Categories:****(4)* | **Mexico** | **CentralAmerica** | **Colombia** | **Venezuela** | **Brazil** | **Argentina**
|---------------------------- | ---------- | ------------------ | ------------ | ------------- | ---------- | -------------
|Powerade(4)                  | a          | a                  | a            | a             |            |              
|                            
|Sunfil(5)                    |            | a                  |              | a             |            |              
|                            

______________________


|(1) | Brand
licensed from third parties other than The Coca-Cola Company.
|--- | -------------------------------------------------------------------

|(2) | Brand
licensed from FEMSA.
|--- | --------------------------

|(3) | Proprietary
brand.
|--- | ------------------

|(4) | Isotonic.
|--- | ---------

|(5) | Juice
drink.
|--- | ------------

18

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Sales Overview

We measure total sales
volume in terms of unit cases.  Unit case refers to 192 ounces of finished beverage
product (24 eight-ounce servings) and, when applied to fountain syrup, powders and
concentrate, refers to the volume of fountain syrup, powders and concentrate that is
required to produce 192 ounces of finished beverage product.  The following table
illustrates our historical sales volume for each of our territories and includes the
acquired territories only from May 2003.

|                | **Sales Volume 
  Year Ended December 31,**
|--------------- | -------------------------------------------
|                | **2004**                                   
|                | **(millions of unit cases)**               
|                |                                            
|Mexico          | 989.9                                      
|Central America | 110.6                                      
|Colombia        | 167.1                                      
|Venezuela       | 172.7                                      
|Brazil          | 270.9                                      
|Argentina       | 144.3                                      
|                |                                            
|Combined Volume | 1,855.5                                    

Product and
Packaging Mix

Our most important
brand is Coca-Colaand its line extensions, Coca-Cola light, Coca-Cola with lime,
Coca-Cola light with limeand Coca-Cola vanilla, which together accounted for 61.3% of
total sales volume in 2004. Ciel, Fanta, Sprite, Lift and Fresca, our next largest
brands in consecutive order, accounted for 12.3%, 5.4%, 3.2%, 3.1% and 2.0%,
respectively, of total sales volume in 2004. We use the term line extensions to refer to
the different flavors in which we offer our brands. We produce, market and distribute
Coca-Colatrademark beverages in each of our territories in containers authorized by The
Coca-Cola Company, which consist of a variety of returnable and non-returnable
presentations in the form of glass bottles, cans and plastic bottles made of polyethylene
terephtalate, which we refer to as PET.

We use the term
presentation to refer to the packaging unit in which we sell our products. Presentation
sizes for our Coca-Colatrademark beverages range from a 6.5-ounce personal size to a
20-liter multiple serving size. We consider multiple serving size as equal to or larger
than 1.0 liter. In general, personal sizes have a higher price per unit case as compared
to multiple serving sizes. We offer both returnable and non-returnable presentations,
which allow us to offer different combinations of convenience and price to implement
revenue management strategies and to target specific distribution channels and population
segments in our territories. In addition, we sell some Coca-Colatrademark beverage
syrups in containers designed for soda fountain use, which we refer to as fountain. We
also sell bottled water products in jug sizes, which refers to sizes larger than 17
liters, that have a much lower price per unit than our other beverage products.

In addition to
Coca-Colatrademark beverages, we produce, market and distribute certain other
proprietary brands and beverages licensed from third parties other than The Coca-Cola
Company in a variety of presentations.

Our core brands are
principally the Coca-Colatrademark beverages. We sell certain of these brands or their
line extensions at a premium in some of our territories, in which we refer to them as
premium brands. We also sell certain other brands at a lower price per ounce, which we
refer to as value protection brands.

The characteristics of
our territories are very diverse.  Central Mexico is densely populated and has a large
number of competing carbonated soft drink brands and higher per capita income as compared
to the rest of our territories.  Brazil and Argentina are densely populated but have
lower per capita consumption of carbonated soft drink products as

19

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compared to Mexico,
particularly in Brazil.  Portions of Central America and Colombia are large and
mountainous areas with lower population density, lower per capita income and lower per
capita consumption of soft drink products.  In Venezuela, per capita income and
consumption have been affected by recent economic and political unrest.  In recent years,
per capita income has been negatively affected by macroeconomic conditions in most of the
countries where we operate.

The following
discussion analyzes our product and packaging mix by segment.  The volume data presented
is for the years 2004, 2003 and 2002, which includes the acquired territories for all of
2002 and the first four months of 2003 prior to the acquisition of Panamco.  We acquired
these territories on May 6, 2003.  Nonetheless, we believe that presenting the prior
periods in this section provides a more complete illustration of the characteristics of
our territories than would be possible based solely on information from the last eight
months of 2003.  We have presented above under Sales Overview our actual sales volumes
by territory for the three years ended December 31, 2004, 2003 and 2002, which include
the acquired territories solely for eight months of 2003 and all of 2004.

Mexico.Our product
portfolio consists of Coca-Colatrademark beverages, and since 2001 has included the
Mundettrademark beverages. In 2004, we expanded our core brand portfolio line by
launching the flavored carbonated soft drinks Mundet Multi-flavors, Lift Golden Apple,
Senzao Guaranaranjaand Fanta Chamoy. We also launched the non-carbonated beverages
Nestea Peachand Nestea Light. Carbonated soft drink per capita consumption of our
products in our Mexican territories in 2004 was 377 eight-ounce servings.

The following table
highlights historical sales volume and mix in Mexico for our products:

|                                 | **Year Ended December 31,** 
|-------------------------------- | ----------------------------
|                                 | **2004**                    
|Product Sales Volume             | **(millions of unit cases)**
|Coca-ColaTrademark Beverages     | 969.2                       
|Other Beverages                  | 20.7                        
|                                 |                             
|Total                            | 989.9                       
|                                 |                             
|% Growth                         | (1.2)                       
|                                 |                             
|Unit Case Volume Mix by Category | (in percentages)            
|Colas                            | 60.6                        
|Flavored Soft Drinks             | 19.8                        
|                                 |                             
|Total Carbonated Soft Drinks     | 80.4                        
|Water(1)                         | 19.1                        
|Other Categories                 | 0.5                         
|                                 |                             
|Total                            | 100.0                       
|                                 |                             
|Product Mix by Presentation      | (in percentages)            
|Returnable                       | 28.4                        
|Non-returnable                   | 55.9                        
|Fountain                         | 1.3                         
|Jug                              | 14.4                        
|                                 |                             
|Total                            | 100.0                       
|                                 |                             

______________________


|(1) | Includes
jug volume
|--- | -------------------

Our most popular soft
drink presentations were the 2.5-liter returnable plastic bottle, the 0.6-liter
non-returnable plastic bottle and the 2.5-liter non-returnable plastic bottle, which
together accounted for almost 70% of total carbonated soft drink sales volume in Mexico
in 2004.  Since 2003, we have introduced a number of new presentations in Mexico.  These
include 2.5-liter returnable plastic bottles, 1.5-liter non-returnable plastic bottles,
8-ounce cans, 0.45-liter non-returnable plastic bottles and 0.71-liter non-returnable
plastic bottles.  We relaunched our 2.0-liter non-returnable plastic bottle to fill
competitive and consumer needs.

20

---



Multiple serving
presentations are an important component of our product mix.  In 2004, multiple serving
presentations represented 61% of total carbonated soft drink sales volume in Mexico, as
compared to 60% in 2003.  Our commercial strategies seek to maintain the packaging mix
between single and multiple serving presentations.

In the past, the
packaging trend in the soft drink industry in Mexico had moved toward non-returnable
presentations. However, due to the entrance of low price brands in multiple serving size
presentations, we have refocused our packaging mix strategy to reinforce our sales of
multiple serving size returnable packages. As a result, non-returnable presentations
remained almost flat as a percentage of total sales volume in Mexico in 2004. Returnable
plastic and glass presentations offer consumers a more affordable, although less
convenient, product. We believe returnable packages present an opportunity for us to
attract new customers and maintain customer loyalty, because they make Coca-Colatrademark beverages more attractive to price-sensitive consumers. The price of a
2.5-liter returnable package is approximately 20% less than a non-returnable package of
the same size. These returnable products are mainly sold to small store retailers, which
represent the largest distribution channel in the Mexican market, and benefit from
returnable bottles lower price per ounce, which allows them to compete with larger
supermarkets. We believe that our continued commitment to returnable bottle availability
will allow us to compete with low-price entrants to the Mexican soft drink market.

Total sales volume
reached 989.9 million unit cases in 2004, a decrease of 1.2% compared to 1,001.6 million
unit cases in 2003. The decrease was due to a jug water sales volume decline of 10.5%,
which more than offset the 1.3% carbonated soft drink volume growth during the same
period. The volume-growth decline of our jug water business was as a result of pricing
and channel-segmentation initiatives taken to increase the profitability of our water
business. Carbonated soft drink volume growth was mainly driven by strong growth from
our flavored brands, including Mundet Multi-Flavors, Fanta Naranjaand Lift Golden Apple,
which accounted for the majority of the incremental carbonated soft drink volume and
volume growth from the Coca-Colabrand.

During 2004, we also
initiated a new strategy in Mexico to offer consumers a wider selection of personal-size
Coca-Colapresentations that vary from 8-ounce cans to 0.71-liter non-returnable plastic
bottles.

Central America.Our
product sales in Central America consist predominantly of Coca-Colatrademark beverages.
Carbonated soft drink per capita consumption in Central America of our products was 134
eight-ounce servings in 2004.

The following table
highlights historical sales volume mix and total sales volume in Central America:

|                                 | **Year Ended December 31,** 
|-------------------------------- | ----------------------------
|                                 | **2004**                    
|Product Sales Volume             | **(millions of unit cases)**
|Coca-ColaTrademark Beverages     | 102.9                       
|Other Beverages                  | 7.7                         
|                                 |                             
|Total                            | 110.6                       
|                                 |                             
|% Growth                         | 3.1%                        
|                                 |                             
|Unit Case Volume Mix by Category | (in percentages)            
|Colas                            | 69.4                        
|Flavored Soft Drinks             | 24.9                        
|                                 |                             
|Total Carbonated Soft Drinks     | 94.3                        
|Water                            | 4.1                         
|Other Categories                 | 1.6                         
|                                 |                             
|Total                            | 100.0                       
|                                 |                             

21

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|Product Mix by Presentation | (in percentages)
|--------------------------- | ----------------
|Returnable                  | 48.3            
|Non-returnable              | 47.2            
|Fountain                    | 4.5             
|Jug                         |                
|                            |                 
|Total                       | 100.0           
|                            |                 

In Central America, we
sell the majority of our sales volume through small retailers. In 2004, multiple serving
presentations represented 50.1% of total carbonated soft drink sales volume in Central
America. We also launched a 2.5-liter returnable plastic presentation and 1.5-liter
returnable and non-returnable plastic presentations in Central America for the Coca-Colabrand to encourage consumption of our carbonated soft drink brands in the future.

Total sales volume
reached 110.6 million unit cases in 2004, increasing 3.1% compared to 107.3 million in
2003.  The volume growth was mainly driven by (1) the solid performance of the cola
category, especially in Nicaragua and Costa Rica, which accounted for over 70% of the
increased volume during the year; and (2) growth in flavored carbonated soft drinks,
which represented the majority of the balance.

Colombia.Our product
portfolio in Colombia consists of Coca-Colatrademark beverages, certain products sold
under proprietary trademarks and the Kola Románbrand, which we license from a third
party. Carbonated soft drink per capita consumption of our products in Colombia during
2004 was 79 eight-ounce servings.

The following table
highlights historical sales volume mix and total sales volume in Colombia:

|                                 | **Year Ended December 31,** 
|-------------------------------- | ----------------------------
|                                 | **2004**                    
|Product Sales Volume             | **(millions of unit cases)**
|Coca-Cola Trademark Beverages    | 152.7                       
|Other Beverages                  | 14.4                        
|                                 |                             
|Total                            | 167.1                       
|                                 |                             
|% Growth                         | (2.7)                       
|                                 |                             
|Unit Case Volume Mix by Category | (in percentages)            
|Colas                            | 65.8                        
|Flavored Soft Drinks             | 20.6                        
|                                 |                             
|Total Carbonated Soft Drinks     | 86.4                        
|Water(1)                         | 13.2                        
|Other Categories                 | 0.4                         
|                                 |                             
|Total                            | 100.0                       
|                                 |                             
|Product Mix by Presentation      | (in percentages)            
|Returnable                       | 50.7                        
|Non-returnable                   | 39.6                        
|Fountain                         | 3.3                         
|Jug                              | 6.4                         
|                                 |                             
|Total                            | 100.0                       
|                                 |                             

______________________


|(1) | Includes
jug volume.
|--- | --------------------

The Colombian market
is characterized by lower per capita consumption and relatively lower levels of
non-returnable presentations compared with the rest of our territories. In 2004,
multiple serving presentations represented 46.7% of total carbonated soft drink sales
volume in Colombia. After a thorough review of our flavored carbonated soft drink
portfolio with The Coca-Cola Company, we launched Crush Multi-flavorsnationwide at the
beginning of 2005. This launch is designed to enhance our competitive position, foster
demand for flavored carbonated soft drink brands and leverage our extended distribution
and improved execution capabilities countrywide.

Total sales volume was
167.1 million unit cases in 2004, a decrease of 2.7% compared to 171.8 million in 2003,
mainly driven by decreased flavored carbonated soft drinks and jug water volume, each of
which was responsible for

approximately half of the decline. The volume decline was mainly a result of (1) an asset rationalization strategy intended to reduce the production of still water sold in less profitable packages and (2) a more competitive environment in the flavored carbonated soft drink category.

Venezuela.Our product portfolio in Venezuela consists predominantly of Coca-Colatrademark beverages. Carbonated soft drink per capita consumption of our products in Venezuela during 2004 was 138 eight-ounce servings.

22

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The following table
highlights historical sales volume mix and total sales volume in Venezuela:

|                                 | **Year Ended December 31,** 
|-------------------------------- | ----------------------------
|                                 | **2004**                    
|Product Sales Volume             | **(millions of unit cases)**
|Coca-Cola Trademark Beverages    | 169.5                       
|Other Beverages                  | 3.2                         
|                                 |                             
|Total                            | 172.7                       
|                                 |                             
|% Growth                         | 13.9                        
|                                 |                             
|Unit Case Volume Mix by Category | (in percentages)            
|Colas                            | 54.5                        
|Flavored Soft Drinks             | 31.8                        
|                                 |                             
|Total Carbonated Soft Drinks     | 86.3                        
|Water(1)                         | 8.2                         
|Other Categories                 | 5.5                         
|                                 |                             
|Total                            | 100.0                       
|                                 |                             
|Product Mix by Presentation      | (in percentages)            
|Returnable                       | 30.1                        
|Non-returnable                   | 63.4                        
|Fountain                         | 3.0                         
|Jug                              | 3.5                         
|                                 |                             
|Total                            | 100.0                       
|                                 |                             

______________________


|(1) | Includes
jug volume.
|--- | --------------------

During 2004, we
continued to focus on increasing the visibility of our core brands, including Hit, a
multi-flavored soft drink, that grew in sales volume by more than 20% each year in the
last two years. In 2004, multiple serving presentations represented 61.8% of total sales
volume of carbonated soft drinks. Additionally, we took advantage of the Venezuelas
changing consumption patterns to roll out new 2.25-liter and 3.1-liter non-returnable
presentations of the value-protection brand Grapette. This should enable us to establish
a broader base of price-conscious consumers.

Total sales volume
reached 172.7 million unit cases in 2004, increasing 13.9% compared to 151.6 million in
2003.  This increase included a 14.2% carbonated soft drink volume increase during the
year. The increase in volume was driven by strong growth across all the beverage
categories, compared to a depressed base in the first two months of 2003 as a result of a
national strike that made operating on a regular basis practically impossible for Panamco.

Brazil.Our product
portfolio in Brazil consists mainly of Coca-Colatrademark beverages. Pursuant to an
agreement with Cervejarias Kaiser, we distribute the Kaiserbrands of beer, which
represented 16.0% of our total sales volume in Brazil in 2004. Carbonated soft drink per
capita consumption of our products in Brazil during 2004 was 179 eight-ounce servings.

23

---



The following table
highlights historical sales volume mix and total sales volume in Brazil:

|                                 | **Year Ended December 31,** 
|-------------------------------- | ----------------------------
|                                 | **2004**                    
|Product Sales Volume             | **(millions of unit cases)**
|Coca-Cola Trademark Beverages    | 214.6                       
|Other Beverages                  | 56.3                        
|                                 |                             
|Total                            | 270.9                       
|                                 |                             
|% Growth                         | 2.2                         
|                                 |                             
|Unit Case Volume Mix by Category | (in percentages)            
|Colas                            | 56.2                        
|Flavored Soft Drinks             | 22.4                        
|                                 |                             
|Total Carbonated Soft Drinks     | 78.6                        
|Water                            | 4.7                         
|Other Categories(1)              | 16.7                        
|                                 |                             
|Total                            | 100.0                       
|                                 |                             
|Product Mix by Presentation      | (in percentages)            
|Returnable                       | 10.7                        
|Non-returnable                   | 86.2                        
|Fountain                         | 3.1                         
|Jug                              |                            
|                                 |                             
|Total                            | 100.0                       
|                                 |                             

______________________


|(1) | Includes
beer.
|--- | --------------

During 2004, we
continued to diversify our packaging mix from 2.0-liter non-returnable packages and cans,
which together accounted for over 69% of carbonated soft drink sales volume in 2004, a
decrease from 76% in 2003, to a wider array of returnable and non-returnable
presentations, including 3.0-liter, 2.5-liter, 2.25-liter and 1.5-liter non-returnable
plastic bottles and 1.0-liter returnable glass bottles.

Total sales volume was
270.9 million unit cases in 2004, an increase of 2.2% compared to 265.1 million in 2003.
This increase included 4.2% carbonated soft drink volume growth during the year. The
majority of the volume growth came from multiple serving presentations, including the
1.5-liter, 2.25-liter, 2.5-liter and 3.0-liter non-returnable plastic bottles, which
represented 68.0% of our carbonated soft drinks total sales volume. The volume increase
was mainly a result of a strong focus on the Coca-Colabrand and solid growth in
single-serving bottled water, which more than offset the volume decline in our flavored
carbonated soft drinks.

Argentina.Our
product portfolio in Argentina consists exclusively of Coca-Colatrademark beverages.
Carbonated soft drink per capita consumption of our products in Argentina during 2004
was 311 eight-ounce servings.

24

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The following table
highlights historical sales volume mix and total sales volume in Argentina:

|                                 | **Year Ended December 31,** 
|-------------------------------- | ----------------------------
|                                 | **2004**                    
|Product Sales Volume             | **(millions of unit cases)**
|Coca-Cola Trademark Beverages    | 144.3                       
|Other Beverages                  |                            
|                                 |                             
|Total                            | 144.3                       
|                                 |                             
|% Growth                         | 14.0                        
|                                 |                             
|Unit Case Volume Mix by Category | (in percentages)            
|Colas                            | 68.1                        
|Flavored Soft Drinks             | 30.5                        
|                                 |                             
|Total Carbonated Soft Drinks     | 98.6                        
|Water                            | 0.8                         
|Other Categories                 | 0.6                         
|                                 |                             
|Total                            | 100.0                       
|                                 |                             
|Product Mix by Presentation      | (in percentages)            
|Returnable                       | 26.9                        
|Non-returnable                   | 69.6                        
|Fountain                         | 3.5                         
|Jug                              |                            
|                                 |                             
|Total                            | 100.0                       
|                                 |                             

During 2004, we
continued to adjust our packaging portfolio to the economic situation in Argentina.
Through our returnable packaging strategy, we seek to offer greater affordability to our
customers. Returnable packaging accounted for almost 27% of total sales volume in
Argentina in 2004. We also focused on bolstering our non-carbonated categories through
the launch of the new juice drinks Cepita, CariocaandMontefiore.

Total sales volume
reached 144.3 million unit cases in 2004, an increase of 14.0% compared with 126.6
million in 2003. In 2004, core brands generated approximately 45% of our incremental
volume growth, the value protection brand Taíaccounted for 40% and premium brands
accounted for most of the balance. In Argentina, premium brands consist of diet
carbonated soft drinks and Schweppes. The majority of the volume growth came from our
returnable presentations, including the 1.25-liter returnable glass bottle for our core
brands and the 2.0-liter returnable plastic bottle for the Coca-Colabrand, representing
almost 50% of the sales volume increase. In 2004, multiple serving presentations
represented 83.0% of carbonated soft drinks total sales volume.

Seasonality

Sales of our products
are seasonal, as our sales levels generally increase during the summer months of each
country and during the Christmas holiday season.  In Mexico, Central America, Colombia
and Venezuela, we typically achieve our highest sales during the summer months of April
through September as well as during the Christmas holidays in December.  In Argentina and
Brazil, our highest sales levels occur during the summer months of October through March
and the Christmas holidays in December.

Marketing

Our company, in
conjunction with The Coca-Cola Company, has developed a sophisticated marketing strategy
to promote the sale and consumption of our products.  We rely extensively on advertising,
sales promotions and non-price related retailer incentive programs designed by local
affiliates of The Coca-Cola Company to target the particular preferences of our soft
drink consumers.  Our marketing expenses in 2004, net of contributions by The Coca-Cola
Company, were Ps. 1,575 million.  The Coca-Cola Company contributed Ps. 920 million in
2004.  Through the use of advanced information technology, we have collected customer and
consumer information that allow us to tailor our

25

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marketing strategies
to the types of customers located in each of our territories and to meet the specific
needs of the various market segments we serve.  We continue to roll out our information
technology system in our acquired territories.

Retailer Incentive
Programs.Incentive programs include providing retailers with commercial refrigerators
for the display and cooling of soft drink products and for point-of-sale display
materials. We seek, in particular, to increase distribution coolers among retailers to
increase the visibility and consumption of our products and to ensure that they are sold
at the proper temperature. Sales promotions include sponsorship of community activities,
sporting, cultural and social events, and consumer sales promotions such as contests,
sweepstakes and product giveaways.

Advertising.We
advertise in all major communications media. We focus our advertising efforts on
increasing brand recognition by consumers and improving our customer relations. National
advertising campaigns are designed and proposed by The Coca-Cola Companys local
affiliates, with our input at the local or regional level.

Channel Marketing.In
order to provide more dynamic and specialized marketing of our products, our strategy is
to segment our market and develop targeted efforts for each segment or distribution
channel. Our principal channels are small retailers, on-premise consumption such as
restaurants and bars, supermarkets and third party distributors. Presence in these
channels entails a comprehensive and detailed analysis of the purchasing patterns and
preferences of various groups of soft drink consumers in each of the different types of
locations or distribution channels. In response to this analysis, we tailor our product,
price, packaging and distribution strategies to meet the particular needs of and exploit
the potential of each channel.

We believe that the
implementation of our channel marketing strategy also enables us to respond to
competitive initiatives with channel-specific responses as opposed to market-wide
responses.  This focused response capability isolates the effects of competitive pressure
in a specific channel, thereby avoiding costlier market-wide responses.  Our channel
marketing activities are facilitated by our management information systems.  We have
invested significantly in creating these systems, including in hand-held computers to
support the gathering of product, consumer and delivery information, for most of our
sales routes in Mexico and Argentina and selectively in other territories.

Product Distribution

The following table
provides an overview of our product distribution centers and the retailers to which we
sell our products:

Product Distribution
Summary                                                                              As
of December 31, 2004

|                            |        | Central |          |           |        |          
|--------------------------- | ------ | ------- | -------- | --------- | ------ | ---------
|                            | Mexico | America | Colombia | Venezuela | Brazil | Argentina
|                            |       
|Distribution Centers        | 109    | 44      | 41       | 34        | 11     | 5        
|Retailers (in thousands)(1) | 574.6  | 127.4   | 375.3    | 229.6     | 107.0  | 82.4     

|______________________
|----------------------
|(1)                   

We use two main sales
methods depending on market and geographic conditions: (1) the traditional or
conventional truck route system, in which the person in charge of the delivery makes
immediate sales from inventory available on the truck and (2) the pre-sale system, which
separates the sales and delivery functions and allows sales personnel to sell products
prior to delivery and trucks to be loaded with the mix of products that retailers have
previously ordered, thereby increasing distribution efficiency.  As part of the pre-sale
system, sales personnel also provide merchandising services during retailer visits, which
we believe enhance the presentation of our products at the point of sale.  In certain
areas, we also make sales through third party wholesalers of our products.  The vast
majority of our sales are on a cash basis.

26

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We believe that
service visits to retailers and frequency of deliveries are essential elements in an
effective selling and distribution system for our products.  Accordingly, we have
continued to expand our pre-sale system throughout our operations, except in areas where
we believe consumption patterns do not warrant pre-sale.

Our distribution
centers range from large warehousing facilities and re-loading centers to small deposit
centers.  In addition to our fleet of trucks, we distribute our products in certain
locations through a fleet of electric carts and hand-trucks in order to comply with local
environmental and traffic regulations.  We generally retain third parties to transport
our finished products from the bottler plants to the distribution centers.

Mexico.We contract
with a subsidiary of FEMSA for the transportation of finished products to our
distribution centers from our Mexican production facilities. See Item 7. Major
Shareholders and Related Party TransactionsRelated Party Transactions. From the
distribution centers, we then distribute our finished products to retailers through our
own fleet of trucks.

In Mexico, we sell a
majority of our beverages at small retail stores to customers who take the beverages home
or elsewhere for consumption.  We also sell products through the on-premise segment,
supermarkets and others.  The on-premise segment consists of sales through sidewalk
stands, restaurants, bars and various types of dispensing machines as well as sales
through point-of-sale programs in concert halls, auditoriums and theaters by means of a
series of arrangements with Mexican promoters.

Central America.In
Central America, we distribute our finished products to retailers through a combination
of our own fleet of trucks and third party distributors. In Central America, we
increased our pre-sale coverage by more than 20 percentage points in 2004 to almost 70%
of total sales volume. In our Central American operations, as in most of our
territories, an important part of our total sales volume is through small retailers, and
we have low supermarket penetration.

Colombia.More than
50% of total sales volume in Colombia in 2004 was sold through the pre-sale system. The
balance is sold through the traditional system. We distribute our finished products to
retailers through a combination of our own fleet of trucks and third party distributors.

Venezuela.In
Venezuela, close to 70% of total sales volume in 2004 was through the pre-sale system.
We distribute our finished products to retailers through a combination of our own fleet
of trucks and third party distributors. During 2004, we consolidated the operations of
three of the 37 distribution facilities. Our Venezuelan operations distribute a
significant part of total sales through small retailers, while supermarkets only
represented approximately 6% of total sales in 2004.

Brazil.In Brazil,
almost 100% of our direct sales volume was through the pre-sale system, although the
delivery of our finished products to customers is by a third party. At the end of 2004,
we operated eleven distribution facilities in our Brazilian territories. In contrast
with the rest of our territories, which have low supermarket penetration, in Brazil we
sold more than 25% of our total sales volume through supermarkets in 2004. In addition,
in designated zones, third-party distributors purchase our products at a discount from
the wholesale price and resell the products to retailers.

Argentina.As of
December 31, 2004, we operated five distribution centers in Argentina. We distribute our
finished products to retailers through a combination of our own fleet of trucks and third
party distributors.

In 2004, we sold the
majority of our products in the take-home segment, which consists of sales to consumers
who take the beverages home or elsewhere for consumption.  The percentage of total sales
volume through supermarkets decreased from 17.9% in 2003 to 15.4% in 2004.

Competition

Although we believe
that our products enjoy wider recognition and greater consumer loyalty than those of our
principal competitors, the soft drink segments in the territories in which we operate are
highly competitive.  Our principal

27

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competitors are local bottlers of Pepsi and other
bottlers and distributors of national and regional soft drink brands.  We face increased
competition in many of our territories from producers of low price beverages, commonly
referred to as B brands.  Competitive pressures in the territories acquired in the
Panamco acquisition are different than those we have historically faced.  For example, a
number of our competitors in Central America and Brazil offer both soft drinks and beer,
which may enable them to achieve distribution efficiencies.

Recently, price
discounting and packaging have joined consumer sales promotions, customer service and
non-price retailer incentives as the primary means of competition among soft drink
bottlers.  We compete by seeking to offer products at an attractive price in the
different segments in our markets and by building on the value of our brands.  We believe
that the introduction of new products and new presentations has been a significant
competitive technique that allows us to increase demand for our products, provide
different options to consumers and increase new consumption opportunities.  See Sales
Overview.

Mexico.Our principal
competitors in Mexico are bottlers of Pepsi products, whose territories overlap but are
not co-extensive with our own. These competitors include Pepsi Gemex, S.A. de C.V. in
central Mexico, a subsidiary of PBG, the largest bottler of Pepsi products globally, and
several other Pepsi bottlers in central and southeast Mexico. In addition, we compete
with Cadbury Schweppes and with other national and regional brands in our Mexican
segment. We also face an increase in competition from low price producers offering
multiple serving size presentations in the soft drink industry. Competitive pressures
further intensified in 2004.

Central America.In
the countries that comprise our Central America segment, our main competitors are Pepsi
bottlers. In Guatemala and Nicaragua, we compete against a joint venture between AmBev
and The Central American Bottler Corporation; in Costa Rica, our principal competitor is
Embotelladora Centroamericana, S.A. and in Panama, our main competitor is Refrescos
Nacionales, S.A. We have recently faced an increase in competition from low price
producers offering multiple serving size presentations in some Central American countries.

Colombia.Our
principal competitor in Colombia is Postobón S.A., which we refer to as Postobón, a
well-established local bottler that sells flavored soft drinks, some of which have a wide
consumption preference, such as cream soda, which is the second most popular category in
the Colombian soft drink industry in terms of total sales volume, and that also sells
Pepsi products. Postobón is a vertically integrated producer, the owners of which hold
other significant commercial interests in Colombia.

Venezuela.In
Venezuela, our main competitor is Pepsi-Cola Venezuela, C.A., a joint venture formed
between PepsiCo. and Empresas Polar, S.A., the leading beer distributor in the country.
We also compete with the producers of Kola Realin part of the country.

Brazil.In Brazil, we
compete against AmBev, a Brazilian company with a portfolio of brands that includes
Pepsi, local brands with flavors such as guaraná and proprietary beers. We also compete
against B brands or Tubainas, which are small, local producers of low cost flavored
soft drinks in multiple serving presentations that represent an important portion of the
soft drink market.

Argentina.In
Argentina, our main competitor is BAESA, a Pepsi bottler, which is owned by Argentinas
principal brewery, Quilmes Industrial S.A., and indirectly controlled by AmBev. In
addition to BAESA, competition has intensified over the last several years with the
entrance of a number of competitors offering generic, low priced soft drinks as well as
many other generic products and private label proprietary supermarket brands.

Raw Materials

Pursuant to the
bottler agreements with The Coca-Cola Company, we are required to purchase concentrate,
including aspartame, an artificial sweetener used in diet sodas, for all Coca-Colatrademark beverages from companies designated by The Coca-Cola Company. The price of
concentrate for all Coca-Colatrademark beverages is a percentage of the average price we
charge to our retailers net of applicable taxes. Although The Coca-Cola Company has the
right to unilaterally set the price of concentrates, in practice this percentage is set
pursuant to periodic negotiations with The Coca-Cola Company. In connection with the
Panamco acquisition, The Coca-Cola Company agreed that concentrate

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prices would not be
raised through May 2004. See Item 7. Major Shareholders and Related Party TransactionsMajor
ShareholdersThe Coca-Cola Memorandum. Since May 2004, concentrate price increases are
again set pursuant to periodic negotiations with The Coca-Cola Company. In most cases,
concentrate is purchased in the local currency of the territory.

In addition to
concentrate, we purchase sweeteners, carbon dioxide, resin and ingots to make plastic
bottles, finished plastic and glass bottles, cans, closures and fountain containers, as
well as other packaging materials. Our bottler agreements provide that, with respect to
Coca-Colatrademark beverages, these materials may be purchased only from suppliers
approved by The Coca-Cola Company. Prices for packaging materials historically are
determined with reference to the U.S. dollar, although the local currency equivalent in a
particular country is subject to price volatility in accordance with changes in exchange
rates. Our most significant packaging raw material costs arise from the purchase of
resin, plastic ingots to make plastic bottles, and finished plastic bottles, which we
obtain from international and local producers. The prices of these materials are tied to
crude oil prices, and we have recently experienced volatility in the prices we pay for
these materials. In Mexico, our prices for resin increased by more than 20% in U.S.
dollars in 2004. Resin prices may continue to increase in the future.

Under our agreements
with The Coca-Cola Company, we may use raw or refined sugar or high fructose corn syrup
as sweeteners in our products.  Sugar prices in all of the countries in which we operate,
other than Brazil, are subject to local regulations and other barriers to market entry
that cause us to pay in excess of international market prices for sugar.  We have
experienced sugar price volatility in these territories as a result of changes in local
conditions and regulations.

None of the materials
or supplies that we use is presently in short supply, although the supply of specific
materials could be adversely affected by strikes, weather conditions, governmental
controls or national emergency situations.

Mexico.We purchase
our returnable plastic bottles from Continental PET Technologies de México, S.A. de C.V,
a subsidiary of Continental Can, Inc., which has been the exclusive supplier of
returnable plastic bottles to The Coca-Cola Company and its bottlers in Mexico. We also
purchase resin from Arteva Specialties, S. de R.L. de C.V. and Industrias Voridian, S.A.
de C.V., which ALPLA Fábrica de Plásticos, S.A. de C.V. manufactures into non-returnable
plastic bottles for us.

Sweeteners are
combined with water to produce basic syrup, which is added to the concentrate as the
sweetener for the soft drink. We purchase sugar from Promotora Mexicana de
Embotelladoras, S.A. de C.V., known as PROMESA, a cooperative of Coca-Colabottlers.
These purchases are regularly made under one-year agreements between PROMESA and each
bottler subsidiary for the sale of sugar at a price that is determined monthly based on
the cost of sugar to PROMESA. We also purchase sugar from Beta San Miguel, S.A. de C.V.,
a sugar cane producer in which we hold a 2.54% equity interest.

In December 2001, the
Mexican government expropriated the majority of the sugar mills in Mexico. To manage this
industry, the Mexican government entered into a trust agreement with Nacional Financiera,
S.N.C., which we refer to as Nafin, a Mexican government-owned development bank, pursuant
to which Nafin acts as trustee.  In addition, the Mexican government imposed a 20% excise
tax, effective January 1, 2002, on carbonated soft drinks sweetened with high fructose
corn syrup.  As a result, we converted our Mexican bottler facilities to sugar cane-based
production in early 2002.  On January 1, 2003, the Mexican government broadened the reach
of this tax by imposing a 20% excise tax on carbonated soft drinks produced with
non-sugar sweetener.  The effect of these excise taxes was to limit our ability to
substitute other sweeteners for sugar.  We have initiated proceedings in Mexican federal
court against this excise tax that have allowed us to cease paying the tax in 2005.  We
are also resuming the use of high fructose corn syrup as a sweetener.  See Item 8.
 Financial InformationLegal ProceedingsMexico.

Imported sugar is also
presently subject to import duties, the amount of which is set by the Mexican government.
 As a result, sugar prices in Mexico are in excess of international market prices for
sugar and increased by approximately 13% in 2004.

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Central America.The
majority of our raw materials such as glass and plastic bottles and cans are purchased
from several local suppliers. Sugar is available from one supplier in each country.
Local sugar prices are significantly higher than international market prices, and our
ability to import sugar or high fructose corn syrup is limited.

Colombia.We use
sugar as a sweetener in our products, which we buy from several domestic sources. We
purchase pre-formed ingots from a local supplier and Tapón Corona de Colombia S.A., which
we refer to as Tapón Corona, in which we have a 40% equity interest. We purchase all our
glass bottles and cans from suppliers, in which our competitor Postobón owns a 40% equity
interest. Other suppliers exist for glass bottles, however, cans are available only from
this one source.

Venezuela.We use
sugar as a sweetener in our products, of which we purchase the majority from the local
market and the rest we import mainly from Colombia. In the second half of 2003, there
was a shortage of sugar due to the inability of the main sugar importers to access
foreign currencies as a result of the exchange controls implemented at the beginning of
2003. During 2004, however, we were able to meet our sugar requirements. We only buy
glass bottles from one supplier, Productos de Vidrio, S.A., a local supplier, but there
are other alternative suppliers authorized by The Coca-Cola Company. We have several
supplier options for plastic non-returnable bottles but we acquire most of our
requirements from ALPLA de Venezuela, S.A. One exclusive supplier handles all our can
requirements.

Brazil.Sugar is
widely available in Brazil at internal market prices, which are generally lower than
international prices. We purchase glass bottles, plastic bottles and cans from several
domestic and international suppliers.

Argentina.In
Argentina, we use high fructose corn syrup from several different local suppliers as
sweetener in our products instead of sugar. We purchase glass bottles, plastic trays and
other raw materials from several domestic sources. We purchase pre-formed plastic
ingots, as well as returnable plastic bottles, at competitive prices from Embotelladora
del Atlántico S.A., a local subsidiary of Embotelladora Andina S.A., a Coca-Colabottler
with operations in Argentina, Chile and Brazil, and other international suppliers. We
purchase crown caps from local and international suppliers. We purchase our can
presentations and juice-based products for distribution to customers in Buenos Aires from
Complejo Industrial CAN S.A., which we refer to as CICAN, in which we own a 48.1% equity
interest.

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REGULATION

Price Controls.At
present, there are no price controls on our products in any of our segments. In Mexico,
prior to 1992, prices of carbonated soft drinks were regulated by the Mexican government.
From 1992 to 1995, the industry was subject to voluntary price restraints. In response
to the devaluation of the Mexican peso relative to the U.S. dollar in 1994 and 1995,
however, the Mexican government adopted an economic recovery plan to control inflationary
pressures in 1995. As part of this plan, the Mexican government encouraged the Asociación
Nacional de Productores de Refrescos y Aguas Carbonatadas, A.C.(the National Association
of Bottlers) to engage in voluntary consultations with the Mexican government with
respect to price increases for returnable presentations. These voluntary consultations
were terminated in 1996. In the last 10 years, the governments in Colombia, Brazil and
Venezuela have also imposed formal price controls on soft drinks. The imposition of
price controls in the future may limit our ability to set prices and adversely affect our
results of operations.

Taxation of Soft
Drinks.All the countries in which we operate, impose a value-added tax on the sale of
soft drinks, with a rate of 15% in Mexico, 15% in Guatemala, 15% in Nicaragua, 13% in
Costa Rica, 5% in Panama, 16% in Colombia, 15% in Venezuela, 18% (São Paulo) and 17%
(Mato Grosso do Sul) in Brazil and 21% in Argentina. In addition, several of the
countries in which we operate impose the following excise or other taxes:

- Mexico imposes a 20%
excise tax on carbonated soft drinks produced with non-sugar sweeteners.  See
              Item 8.  Financial InformationLegal Proceedings.

- Guatemala imposes an
excise tax of 0.18 cents in local currency (Ps. 0.25 as of December 31, 2004)
              per liter of soft drink.

- Costa Rica imposes a
specific tax on non-alcoholic bottled beverages based on the combination of
              packaging and flavor, a 5% excise tax on local brands, a 10% tax on foreign
brands and a 14%               tax on mixers.

- Panama imposes a 5%
tax based on the cost of goods produced.

- Brazil imposes an
average production tax of 16.5% and an average sales tax of 4.6% in the
              territories where we operate.

- Argentina imposes an
excise tax on colas and on flavored soft drinks containing less than 5% lemon
              juice or less than 10% fruit juice of 8.7%, and an excise tax on flavored
soft drinks with               10% or more fruit juice and on mineral water of 4.2%.

Water Supply Law.In
Mexico, we purchase water directly from municipal water companies and pump water from our
own wells pursuant to concessions obtained from the Mexican government on a
plant-by-plant basis. Water use in Mexico is regulated primarily by the Ley de Aguas
Nacionales de 1992(the 1992 Water Law), and regulations issued thereunder, which created
the Comisión Nacional del Agua(the National Water Commission). The National Water
Commission is charged with overseeing the national system of water use. Under the 1992
Water Law, concessions for the use of a specific volume of ground or surface water
generally run for five-, ten- or fifteen-year terms, depending on the supply of
groundwater in each region as projected by the National Water Commission.
Concessionaires may request concession terms to be extended upon termination. The
Mexican government is authorized to reduce the volume of ground or surface water granted
for use by a concession by whatever volume of water is not used by the concessionaire for
three consecutive years. However, because the current concessions for each of our plants
in Mexico do not match each plants projected needs for water in future years, we
successfully negotiated with the Mexican government the right to transfer the unused
volume under concessions from certain plants to other plants anticipating greater water
usage in the future. Our concessions may be terminated if, among other things, we use
more water than permitted or we fail to pay required concession-related fees. We believe
that we are in compliance with the terms of our existing concessions.

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Although we have not
undertaken independent studies to confirm the sufficiency of the existing or future
groundwater supply, we believe that our existing concessions satisfy our current water
requirements in Mexico.  We can give no assurances, however, that groundwater will be
available in sufficient quantities to meet our future production needs or that we will be
able to maintain our current concessions.

We do not currently
require a permit to obtain water in our other territories.  In Nicaragua, Costa Rica and
some plants in Colombia, we own private water wells.  In Argentina, we obtain water from
Aguas Argentinas S.A., a privately-owned concessionaire of the Argentine government.  In
the remainder of our territories, we obtain water from governmental agencies or
municipalities.  In the past five years we have not had a water shortage in any of our
territories, although we can give no assurances that water will be available in
sufficient quantities to meet our future production needs or that additional regulations
relating to water use will not be adopted in the future.

Environmental Matters.In all of the countries where we operate, our businesses are subject to federal and
state laws and regulations relating to the protection of the environment. In Mexico, the
principal legislation is the Ley General de Equilibrio Ecológico y Protección al Ambiente(the Federal General Law for Ecological Equilibrium and Environmental Protection) or the
Mexican Environmental Law and the Ley General para la Prevención y Gestión Integral de
los Residuos(the General Law for the Prevention and Integral Management of Waste) which
are enforced by the Secretaría del Medio Ambiente, Recursos Naturales y Pesca(the
Ministry of the Environment, Natural Resources and Fisheries) or SEMARNAP. SEMARNAP can
bring administrative and criminal proceedings against companies that violate
environmental laws, and it also has the power to close non-complying facilities. Under
the Mexican Environmental Law, rules have been promulgated concerning water, air and
noise pollution and hazardous substances. In particular, Mexican environmental laws and
regulations require that we file periodic reports with respect to air and water emissions
and hazardous wastes and set forth standards for waste water discharge that apply to our
operations. We are also subject to certain minimal restrictions on the operation of
delivery trucks in Mexico City. We have implemented several programs designed to
facilitate compliance with air, waste, noise and energy standards established by current
Mexican federal and state environmental laws, including a program that installs catalytic
converters and liquid petroleum gas in delivery trucks for our operations in Mexico City.
See The CompanyProduct Distribution.

In addition, we are
subject to the Ley Federal de Derechos(the Federal Law of Governmental Fees), also
enforced by SEMARNAP. Adopted in January 1993, the law provides that plants located in
Mexico City that use deep water wells to supply their water requirements must pay a fee
to the city for the discharge of residual waste water to drainage. In 1995, municipal
authorities began to test the quality of the waste water discharge and charge plants an
additional fee for measurements that exceed certain standards published by SEMARNAP. All
of our bottler plants located in Mexico City, as well as the Toluca plant, met these new
standards in 2001, and as a result, we were not subject to additional fees. See Description
of Property, Plant and Equipment.

In our Mexican
operations, we built in 2004 a PET recycling plant in partnership with The Coca-Cola
Company and ALPLA, which manufactures plastic bottles for us in Mexico.  This plant is
located in Toluca, Mexico, and has a recycling capacity of 15,000 metric tons per year
and started operations in March 2005.

Our Central American
operations are subject to several federal and state laws and regulations relating to the
protection of the environment, which have been enacted in the last ten years, as
awareness has increased in this region about the protection of the environment and the
disposal of dangerous and toxic materials. In some countries in Central America, we are
in the process of bringing our operations into compliance with new environmental laws.
For example, in Nicaragua we are in the final phase of the construction of a water
treatment plant located at our bottler plant in Managua. Also, our Costa Rica operations
have participated in a joint effort along with the local division of The Coca-Cola
Company called Proyecto Planeta(Project Planet) for the collection and recycling of
non-returnable plastic bottles.

Our Colombian
operations are subject to several Colombian federal, state and municipal laws and
regulations related to the protection of the environment and the disposal of toxic and
dangerous materials.  These laws include the control of atmospheric emissions and strict
limitations on the use of chlorofluorocarbons.  We are also engaged in nationwide
campaigns for the collection and recycling of glass and plastic bottles.

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Our Venezuelan
operations are subject to several Venezuelan federal, state and municipal laws and
regulations related to the protection of the environment. The most relevant of these
laws are the Ley Orgánica del Ambiente(the Organic Environmental Law), the Ley Sobre
Sustancias, Materiales y Desechos Peligrosos(the Substance, Material and Dangerous Waste
Law), and the Ley Penal del Ambiente(the Criminal Environment Law). Since the enactment
of the Organic Environmental Law in 1995, our Venezuelan subsidiary has presented to the
proper authorities plans to bring our production facilities and distribution centers into
compliance with the law. While the laws provide certain grace periods for compliance
with the new environmental standards, we have had to adjust some of the originally
proposed timelines presented to the authorities because of delays in the completion of
some of these projects.

Our Brazilian
operations are subject to several federal, state and municipal laws and regulations
related to the protection of the environment.  Among the most relevant laws and
regulations are those dealing with the emission of toxic and dangerous gases, which
impose penalties, such as fines, facility closures or criminal charges depending upon the
level of non-compliance.  Our production plant located in Jundiaí has been recognized by
the Brazilian authorities for its compliance with environmental regulations and for
having standards well above those imposed by the law.  The plant has been certified for
the ISO 9000 since March 1995 and the ISO 14001 since March 1997.

Our Argentine
operations are subject to federal and provincial laws and regulations relating to the
protection of the environment. The most significant of these are regulations concerning
waste water discharge, which are enforced by the Secretaría de Recursos Naturales y
Ambiente Humano(the Ministry of Natural Resources and Human Environment) and the Secretaría
de Política Ambiental(the Ministry of Environmental Policy) for the province of Buenos
Aires. Our Alcorta plant meets and is in compliance with waste water discharge standards.

We have expended, and
may be required to expend in the future, funds for compliance with and remediation under
local environmental laws and regulations.  Currently, we do not believe that such costs
will have a material adverse effect on our results of operations or financial condition.
 However, since environmental laws and regulations and their enforcement are becoming
increasingly more stringent in our territories, and there is increased awareness of local
authorities for higher environmental standards in the countries where we operate, changes
in current regulations may result in an increase in costs, which may have an adverse
effect on our future results of operations or financial condition.  Management is not
aware of any pending regulatory changes that would require a significant amount of
additional remedial capital expenditures.

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Table of Contents

BOTTLER AGREEMENTS

Coca-Cola Bottler
Agreements

Bottler agreements are
the standard agreements that The Coca-Cola Company enters into with bottlers outside the
United States for the sale of concentrates for certain Coca-Colatrademark beverages. We
manufacture, package, distribute and sell soft drink beverages and bottled water under a
separate bottler agreement for each of our territories.

These bottler
agreements provide that we will purchase our entire requirement of concentrates for
Coca-Colatrademark beverages from The Coca-Cola Company and other authorized suppliers
at prices, terms of payment and on other terms and conditions of supply as determined
from time to time by The Coca-Cola Company at its sole discretion. Concentrate prices
are determined as a percentage of the weighted average retail price, net of applicable
taxes. Although the price multipliers used to calculate the cost of concentrate and the
currency of payment, among other terms, are set by The Coca-Cola Company at its sole
discretion, we set the price of products sold to retailers at our discretion, subject to
the applicability of price restraints. We have the exclusive right to distribute
Coca-Colatrademark beverages for sale in our territories in authorized containers of the
nature prescribed by the bottler agreements and currently used by our company. These
containers include various configurations of cans and returnable and non-returnable
bottles made of glass and plastic and fountain containers.

The bottler agreements
include an acknowledgment by us that The Coca-Cola Company is the sole owner of the
trademarks that identify the Coca-Colatrademark beverages and of the secret formulas
with which The Coca-Cola Companys concentrates are made. Subject to our exclusive right
to distribute Coca-Colatrademark beverages in our territories, The Coca-Cola Company
reserves the right to import and export Coca-Colatrademark beverages to and from each of
our territories. Our bottler agreements do not contain restrictions on The Coca-Cola
Companys ability to set the price of concentrates charged to our subsidiaries and do not
impose minimum marketing obligations on The Coca-Cola Company. The prices at which we
purchase concentrates under the bottler agreements may vary materially from the prices we
have historically paid. However, under our bylaws and the shareholders agreement among
The Coca-Cola Company and certain of its subsidiaries and certain subsidiaries of FEMSA,
an adverse action by The Coca-Cola Company under any of the bottler agreements may result
in a suspension of certain veto rights of the directors appointed by The Coca-Cola
Company. This provides us with limited protection against The Coca-Cola Companys
ability to raise concentrate prices to the extent that such increase is deemed
detrimental to us pursuant to the shareholder agreement and the bylaws. See Item 7.
Major Shareholders and Related Party TransactionsMajor ShareholdersThe Shareholders
Agreement.

The Coca-Cola Company
has the ability, at its sole discretion, to reformulate any of the Coca-Colatrademark
beverages and to discontinue any of the Coca-Colatrademark beverages, subject to certain
limitations, so long as all Coca-Colatrademark beverages are not discontinued. The
Coca-Cola Company may also introduce new beverages in our territories in which case we
have a right of first refusal with respect to the manufacturing, packaging, distribution
and sale of such new beverages subject to the same obligations as then exist with respect
to the Coca-Colatrademark beverages under the bottler agreements. The bottler agreements
prohibit us from producing or handling cola products other than those of The Coca-Cola
Company, or other products or packages that would imitate, infringe upon, or cause
confusion with the products, trade dress, containers or trademarks of The Coca-Cola
Company, or from acquiring or holding an interest in a party that engages in such
activities. The bottler agreements also prohibit us from bottling any soft drink product
except under the authority of, or with the consent of, The Coca-Cola Company. The
bottler agreements impose restrictions concerning the use of certain trademarks,
authorized containers, packaging and labeling of The Coca-Cola Company so as to conform
to policies prescribed by The Coca-Cola Company. In particular, we are obligated to:

- maintain plant and
equipment, staff and distribution facilities capable of manufacturing,
packaging and distributing the Coca-Colatrademark beverages in authorized
containers in accordance with our bottler agreements and in sufficient
quantities to satisfy fully the demand in our territories;

- undertake adequate
quality control measures prescribed by The Coca-Cola Company;

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- develop, stimulate
and satisfy fully the demand for Coca-Colatrademark beverages using all
approved means, which includes the investment in advertising and marketing
plans;

- maintain a sound
financial capacity as may be reasonably necessary to assure performance by us and
              our affiliates of our obligations to The Coca-Cola Company; and

- submit annually to
The Coca-Cola Company our marketing, management, promotional and advertising
              plans for the ensuing year.

The Coca-Cola Company
contributed a significant portion of our total marketing expenses in our territories
during 2004.  Although we believe that The Coca-Cola Company intends to continue to
provide funds for advertising and marketing, it is not obligated to do so.  Consequently,
future levels of advertising and marketing support provided by The Coca-Cola Company may
vary materially from the levels historically provided.  See Item 7.  Major Shareholders
and Related Party TransactionsMajor Shareholders The Shareholders Agreement.

We have separate
bottler agreements with The Coca-Cola Company for each of the territories in which we
operate.  Some of these bottler agreements renew automatically unless one of the parties
gives prior notice that it does not wish to renew the agreement, while others require us
to give notice electing to renew the agreement.  The following table summarizes by
segment the expiration dates and renewal provisions of our bottler agreements:

|Segment            | Expiration Date                    | Renewal Provision                               
|------------------ | ---------------------------------- | ------------------------------------------------
|                  
|Mexico             | For two territories  June 2013    | 10 years, renewable automatically.              
|                   | For two territories  May 2005(1)  | 10 years, requires notice at least six but not  
|                   |                                    | more than 12 months before expiration date.     
|Central America(2) | Guatemala  March 2006             | Renewable as agreed between the parties.        
|                   | Nicaragua  May 2006               | Five years, requires notice at least six but not
|                   |                                    | more than 12 months before expiration date.     
|                   | Costa Rica  September 2007        | Five years, requires notice at least six but not
|                   |                                    | more than 12 months before expiration date.     
|Colombia           | April 2005(1)                      | Five years, requires notice at least six but not
|                   |                                    | more than 12 months before expiration date.     
|Venezuela          | For Coca-Colatrademark beverages  | Five years, requires notice at least six but not
|                   | August 2006                        | more than 12 months before expiration date.     
|                   | For other beverages  August 2006  | Renewable as agreed between the parties.        
|Brazil             | December 2004(1)                   | Five years, requires notice at least six but not
|                   |                                    | more than 12 months before expiration date.     
|Argentina          | September 2014                     | 10 years, renewable automatically.              

|______________________
|----------------------

|(1) | We
are in the process of negotiating renewals for these territories.                                                                                                   
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(2) | We
are currently in the process of finalizing the bottler agreement for Panama, which we
expect will       be substantially similar to our existing bottler agreements.

The bottler agreements
are subject to termination by The Coca-Cola Company in the event of default by us.  The
default provisions include limitations on the change in ownership or control of our
company and the assignment or transfer of the bottler agreements and are designed to
preclude any person not acceptable to The Coca-Cola Company from obtaining an assignment
of a bottler agreement or from acquiring our company independently of similar rights set
forth in the shareholders agreement.  These provisions may prevent changes in our
principal shareholders, including mergers or acquisitions involving sales or dispositions
of our capital stock, which will involve an effective change of

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control, without the
consent of The Coca-Cola Company.  See Item 7.  Major Shareholders and Related Party
TransactionsMajor Shareholders The Shareholders Agreement.

We have also entered
into tradename licensing agreements with The Coca-Cola Company pursuant to which we are
authorized to use certain trademark names of The Coca-Cola Company. These agreements
have an indefinite term, but are terminated if we cease to manufacture, market, sell and
distribute Coca-Colatrademark products pursuant to the bottler agreements or if the
shareholders agreement is terminated. The Coca-Cola Company also has the right to
terminate the license agreement if we use its trademark names in a manner not authorized
by the bottler agreements.

Table of Contents

DESCRIPTION OF
PROPERTY, PLANT AND EQUIPMENT

Over the past several
years, we made significant capital improvements to modernize our facilities and improve
operating efficiency and productivity, including:

- increasing the
annual capacity of our bottler plants;

- installing
clarification facilities to process different types of sweeteners;

- installing plastic
bottle-blowing equipment and can presentation capacity;

- modifying equipment
to increase flexibility to produce different presentations, including swing
              lines that can bottle both non-returnable and returnable presentations; and

- closing obsolete
production facilities.

See Item 5.
 Operating and Financial Review and ProspectsCapital Expenditures.

As of December 31,
2004, we owned 30 bottler plants company wide.  By country, we have twelve bottler
facilities in Mexico, four in Central America, six in Colombia, four in Venezuela, three
in Brazil and one in Argentina.

Since the Panamco
acquisition in May 2003, we consolidated 22 of our plants into existing facilities,
including four plants in Mexico, one in Central America, eleven in Colombia, five in
Venezuela and one in Brazil.  During the same period, we have increased our productivity
measured in unit cases sold by our remaining plants by more than 80% company wide as of
December 31, 2004.

As of December 31,
2004 we operated 243 distribution centers, more than 40% of which were in our Mexican
territories.  We own approximately 80% of these distribution centers and lease the
remainder.  See The CompanyProduct Distribution.

We maintain an all
risk insurance policy covering our properties (owned and leased), machinery and
equipment and inventories as well as losses due to business interruptions.  The policy
covers damages caused by natural disaster, including hurricane, hail, earthquake and
damages caused by human acts, including explosion, fire, vandalism, riot and losses
incurred in connection with goods in transit.  In addition, we maintain an all risk liability
insurance policy that covers product liability.  We purchase our insurance coverage
through an insurance broker.  The policies are issued by Allianz México, S.A., Compañía
de Seguros, and the coverage is partially reinsured in the international reinsurance
market.

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The table below
summarizes by country principal use, installed capacity and percentage utilization of our
production facilities:

Production Facility
Summary                                           As of December 31, 2004

|Country    | Principal Use    | Installed Capacity (thousands of unit cases) | %Utilization(1)
|---------- | ---------------- | -------------------------------------------- | ---------------
|          
|Mexico     | Bottler Facility | 1,584,395                                    | 58%            
|Guatemala  | Bottler Facility | 37,122                                       | 63%            
|Nicaragua  | Bottler Facility | 38,800                                       | 73%            
|Costa Rica | Bottler Facility | 53,437                                       | 59%            
|Panama     | Bottler Facility | 48,573                                       | 38%            
|Colombia   | Bottler Facility | 335,695                                      | 42%            
|Venezuela  | Bottler Facility | 330,373                                      | 51%            
|Brazil     | Bottler Facility | 418,138                                      | 53%            
|Argentina  | Bottler Facility | 178,652                                      | 77%            

|__________________
|------------------
|(1)               

The table below
summarizes by country plant location and facility area of our production facilities:

37

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Production Facility
by Location
                                                                             As of
December 31, 2004

|Country    | Plant                               | Facility Area
(thousands of sq. meters)
|---------- | ----------------------------------- | ---------------------------------------
|           |                                     |                                        
|Mexico     | San Cristóbal de las Casas, Chiapas | 24                                     
|           | Cedro, Distrito Federal             | 18                                     
|           | Cuautitlán, Estado de México        | 35                                     
|           | Los Reyes la Paz, Estado de México  | 28                                     
|           | Toluca, Estado de México            | 280                                    
|           | Celaya, Guanajuato                  | 87                                     
|           | León, Guanajuato                    | 38                                     
|           | Morelia, Michoacán                  | 50                                     
|           | Juchitán, Oaxaca                    | 27                                     
|           | Ixtacomitán, Tabasco                | 90                                     
|           | Apizaco, Tlaxcala                   | 80                                     
|           | Coatepec, Veracruz                  | 96                                     
|          
|Guatemala  | Guatemala City                      | 46                                     
|          
|Nicaragua  | Managua                             | 71                                     
|          
|Costa Rica | San José                            | 52                                     
|          
|Panama     | Panama City                         | 29                                     
|          
|Colombia   | Barranquilla                        | 27                                     
|           | Bogotá Norte                        | 89                                     
|           | Bucaramanga                         | 27                                     
|           | Cali                                | 89                                     
|           | Manantial                           | 33                                     
|           | Medellín                            | 44                                     
|          
|Venezuela  | Antímano                            | 14                                     
|           | Barcelona                           | 141                                    
|           | Maracaibo                           | 34                                     
|           | Valencia                            | 91                                     
|          
|Brazil     | Campo Grande                        | 36                                     
|           | Jundiaí                             | 191                                    
|           | Moji das Cruzes                     | 95                                     
|          
|Argentina  | Alcorta                             | 73                                     

38

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Table of Contents

SIGNIFICANT
SUBSIDIARIES

The table below sets
forth all of our direct and indirect significant subsidiaries and the percentage of
equity of each subsidiary we owned directly or indirectly as of December 31, 2004:

|Name of Company                                                                | Jurisdiction of Incorporation | Percentage Owned
|------------------------------------------------------------------------------ | ----------------------------- | ----------------
|                                                                               |                               |                 
|Propimex, S.A. de C.V                                                          | Mexico                        | 100.00%         
|Corporación Interamericana de Bebidas, S.A. de C.V                             | Mexico                        | 100.00%         
|Panamco México, S.A. de C.V                                                    | Mexico                        | 99.24%          
|Panamco Bajío, S.A. de C.V                                                     | Mexico                        | 95.36%          
|Panamco de Venezuela, S.A                                                      | Venezuela                     | 100.00%         
|Kristine Oversease, S.A. de C.V. (holding company of     Brazilian operations) | Mexico                        | 83.1%           

39

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Table of Contents

Item 5. Operating and
Financial Review and Prospects

General

The following
discussion should be read in conjunction with, and is qualified in its entirety by
reference to, our consolidated financial statements including the notes thereto.  Our
consolidated financial statements were prepared in accordance with Mexican GAAP, which
differ in certain significant respects from U.S. GAAP.  Notes 25 and 26 to our
consolidated financial statements provide a description of the principal differences
between Mexican GAAP and U.S. GAAP as they relate to us, together with a reconciliation
to U.S. GAAP of net income and stockholders equity.

Acquisition of
Panamco.On May 6, 2003, we completed the acquisition of Panamco. The acquisition of
Panamco resulted in a substantial increase in the size and geographic scope of our
operations. The purchase price for 100% of the capital stock of Panamco was Ps. 31,050
million, excluding transaction expenses. We also assumed Ps. 9,557 million of net debt.
The acquisition was financed with new indebtedness of Mexican pesos and U.S. dollars in
the amount of Ps. 18,163 million, an exchange of The Coca-Cola Companys equity interests
in Panamco valued at Ps. 7,407 million for new shares of our company, cash on hand of Ps. 2,967
million and an equity contribution from FEMSA of Ps. 2,923 million. As a result of the
Panamco acquisition, in accordance with Mexican GAAP, we recognized as intangible assets
with indefinite lives, the rights to produce and distribute trademark brands of The
Coca-Cola Company. These identified intangibles, calculated as the difference between
the price paid and the fair value of the net assets acquired, were valued at Ps. 35,801
million, including financial and advisory fees, costs associated with closing certain
acquired facilities, rationalizing and consolidating operations, relocating the corporate
and other offices and the integration of the operations.

Comparability of
Information Presented; Reporting Segments.Under Mexican GAAP, Panamco is included in
our consolidated financial statements from May 2003 and is not reflected for periods
prior to this date. As a result, our consolidated financial information as of December
31, 2004 and 2003 and for the years ended December 31, 2004, 2003 and 2002 are not
comparable. Financial information provided by us with respect to the acquired
territories is also not comparable to Panamcos consolidated financial statements for
prior periods as they were prepared using different policies and in accordance with U.S.
GAAP and in U.S. dollars.

For our consolidated
financial statements for the year ended December 31, 2002, we reported each of Mexico and
Argentina as a separate reporting segment.  For our consolidated financial statements as
of and for the years ended December 31, 2004 and 2003, we reported each of Mexico,
Central America, Colombia, Venezuela, Brazil and Argentina as a separate reporting
segment.  Through our acquisition of Panamco, we acquired additional territories in
Mexico, which are reported as part of our Mexico segment, as well as territories in
Central America, Colombia, Venezuela and Brazil.  We did not acquire any additional
territories in Argentina, the segment information for which is fully comparable for all
periods.

Although our
consolidated financial information is not comparable to prior periods, we maintain sales
volume data for our territories on a basis comparable to that maintained by Panamco for
prior periods.  For comparison purposes, the following table presents sales volume by
segment including the acquired territories for all periods:

|                    | Year Ended December 31, 
|------------------- | ------------------------
|                    |                         
|                    | 2004                    
|                    |                         
|                    | (millions of unit cases)
|                    |                         
|Total Sales Volume:
|Mexico              | 989.9                   
|Central America     | 110.6                   
|Colombia            | 167.1                   
|Venezuela           | 172.7                   
|Brazil              | 270.9                   
|Argentina           | 144.3                   
|                    |                         
|Total               | 1,855.5                 
|                    |                         

40

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The presented sales
volume information is different from our actual sales volume, which only includes the
total sales volume of Panamco from May 2003.  We have presented this information because
we use this total sales volume to manage our business.  Total sales volume is discussed
in greater detail by segment in Item 4.  Information on the CompanyThe CompanySales
Overview.

The following table
illustrates our actual sales volume for each of our territories and includes the acquired
territories only from May 2003.

|                    | Year Ended December 31, 
|------------------- | ------------------------
|                    |                         
|                    | 2004                    
|                    |                         
|                    | (millions of unit cases)
|                    |                         
|Total Sales Volume:
|Mexico              | 989.9                   
|Central America     | 110.6                   
|Colombia            | 167.1                   
|Venezuela           | 172.7                   
|Brazil              | 270.9                   
|Argentina           | 144.3                   
|                    |                         
|Total               | 1,855.5                 
|                    |                         

Average Price Per Unit
Case.We use average price per unit case to analyze average pricing trends in the
different territories in which we operate. We calculate average price per unit case by
dividing net sales by total sales volume.

Effects of Changes in
Economic Conditions.Our results of operations are affected by changes in economic
conditions in Mexico and in the other countries in which we operate. For the years ended
December 31, 2004, 2003 and 2002, 57.4%, 65.4% and 90.8%, respectively, of our net sales
were attributable to Mexico. As a result, after the acquisition of Panamco, we have
greater exposure to countries in which we have not historically conducted operations,
particularly countries in Central America, Colombia, Venezuela and Brazil, although we
continue to generate a majority of our net sales in Mexico.

Our future results may
be significantly affected by the general economic and financial conditions in the
countries where we operate.  Decreases in economic growth rates, periods of negative
growth, devaluation of local currencies, increases in inflation or interest rates and
political developments may result in lower demand for our products, lower real pricing or
a shift to lower margin products or lower margin presentations.  Because a large
percentage of our costs are fixed costs, we may not be able to reduce costs and expenses,
and our profit margins may suffer as a result of downturns in the economy of each
country.  In addition, an increase in interest rates in Mexico would increase our cost of
Mexican peso-denominated variable interest rate indebtedness and would have an adverse
effect on our financial position and results of operations.  A depreciation of the
Mexican peso relative to the U.S. dollar would increase our cost of raw materials with
prices payable in or determined with reference to the U.S. dollar and of debt obligations
denominated in U.S. dollars, and thereby may negatively impact our results of operations.

Critical Accounting
Estimates

The preparation of our
consolidated financial statements requires that we make estimates and assumptions that
affect (1) the reported amounts of our assets and liabilities, (2) the disclosure of our
contingent assets and liabilities as of the date of the financial statements and (3) the
reported amounts of revenues and expenses during the reporting period.  We base our
estimates and judgments on our historical experience and on various other reasonable
factors, which together form the basis for making judgments about the carrying values of
our assets and liabilities.  Our actual results may differ from these estimates under
different assumptions or conditions.  We evaluate our estimates and judgments on an
on-going basis.  Our significant accounting policies are described in Notes 4 and 5 to
our consolidated financial statements.  We believe our most critical accounting policies
that imply the application of estimates and/or judgments are:

41

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Allowance for Doubtful
Accounts.We determine our allowance for doubtful accounts based on an evaluation of the
aging of our receivables portfolio. The amount of the allowance contemplates our
historical loss rate on receivables and the economic environment in which we operate.
Most of our sales, however, are realized in cash and do not give rise to doubtful
accounts.

Returnable Bottles and
Cases; Allowance for Bottle Breakage.We classify returnable bottles and cases in
accordance with industry practices as fixed assets. Breakage is expensed as incurred,
and returnable bottles and cases are not depreciated. We determine depreciation of
bottles and cases only for tax purposes in Mexico and some other countries.

For these countries,
we periodically compare the book breakage expense with calculated depreciation expense,
estimating a useful life of four years for returnable glass bottles and one year for
returnable plastic bottles and four years for returnable cases.  These useful lives are
determined in accordance with our business experience.  Historically, the annual
calculated depreciation expense has been similar to the annual book breakage expense.
 Whenever we decide to discontinue a particular returnable presentation and retire it
from the market, we write-off the discontinued presentation through an increase in the
breakage expense.

Property, Plant and
Equipment.Property, plant and equipment are depreciated over their useful lives. The
estimated useful lives represent the period we expect the assets to remain in service and
to generate revenues. We base our estimates on independent appraisals and the experience
of our technical personnel.

We describe the
methodology used to restate imported equipment in Note 5(e) to our consolidated financial
statements, which includes applying the exchange and inflation rates of the country of
origin utilized as permitted by Mexican GAAP.  We believe this method more accurately
presents the fair value of the assets than restated cost determined by applying inflation
factors.

We valued at fair
value all fixed assets acquired in the Panamco transaction, considering their operational
condition at the acquisition date in accordance with our managements estimated future
use.

In 2003, after
conducting an extensive analysis on the current conditions and expected useful lives of
our refrigerator inventories in Mexico, we decided to modify the useful life of
refrigerators in our original territories from three to five years.  We made this
decision based on the quality of our equipment as observed on a regular basis in point of
sales locations and the benefit of our maintenance policy.

We include
refrigeration equipment in other assets and record it initially at the cost of
acquisition.  Equipment of domestic origin is restated by applying domestic inflation
factors.  Imported equipment is restated by applying the inflation rate of the country of
origin and then translated at the year-end exchange rate.  Refrigeration equipment is
amortized based on an estimated average useful life of approximately five years in 2004
and 2003 and three years in 2002.  In 2003, we increased the useful life from three to
five years, which resulted in Ps. 97 million of additional income in 2003.  Major
refrigeration equipment repairs were initiated in Mexico in 2004.  These repairs were
capitalized and are being amortized over a two-year period net of the undepreciated value
of the parts replaced.

Valuation of
Intangible Assets and Goodwill.As we discuss in Note 5(i) to our consolidated financial
statements, beginning in 2003 we applied Bulletin C-8, Activos Intangibles(Intangible
Assets), which established that project development costs should be capitalized if they
fulfill the criteria established for recognition as assets. Additionally, Bulletin C-8
requires identifying all intangible assets to reduce as much as possible the goodwill
associated with business combinations. Prior to 2003, the excess of the purchase price
over the fair value of the net assets acquired in a business combination was considered
to be goodwill. With the adoption of Bulletin C-8, we consider such excess as intangible
assets that relate to the rights to produce and distribute Coca-Colatrademark beverages.
We separate intangible assets between those with a finite useful life and those with an
indefinite useful life, in accordance with the period over which we expect to receive the
benefits.

We valued at fair
value all of Panamcos assets and liabilities as of the date of the acquisition and, as
required by Bulletin C-8, we conducted an analysis of the excess purchase price over the
fair value of the net assets.  The analysis resulted in the recognition of an intangible
asset  with indefinite life in the amount of Ps. 35,801 million for the right to

42

---



produce and distribute
Coca-Colatrademark beverages, which will be subject to annual impairment tests, under
U.S. GAAP and Mexican GAAP. The fair value of the assets and liabilities was determined
based on the following:

- The fair value
of the assets acquired (determined as the value of the fixed assets, the glass returnable
bottles and the refrigerators considering (1) their remaining                   useful
lives, (2) their general operational condition at the acquisition date, (3) certain
operational and strategic decisions implemented when we assumed control of
                  the operations and (4) compliance with our accounting policies and
estimates).

- The fair value
of long-term debt.

- Labor and
other liabilities (severance of personnel and other obligations generated by Panamcos
operations before we assumed control).

- Cancellation
of goodwill (the goodwill previously recorded by Panamco was cancelled).

For Mexican GAAP
purposes, goodwill is the difference between the price paid and the fair value of the
shares and/or net assets acquired that was not assigned directly to an intangible asset.
 Goodwill and assigned intangible assets are recorded in the functional currency of the
subsidiary in which the investment was made and is restated by applying the inflation
rate of the country of origin and the year-end exchange rate.  Goodwill is amortized over
a period of not more than 20 years.

Under U.S. GAAP, SFAS
No. 142, Goodwill and Other Intangible Assets, effective in 2002, goodwill and
intangible assets are no longer subject to amortization, but instead are subject to an
initial impairment review and subsequent impairment test.  This test is performed
annually unless an event occurs or circumstances change by which it becomes more likely
than not that a reporting unit will reduce its fair value below its carrying amount, in
which case an interim impairment test is performed.  Our impairment review indicates that
no impairment charge is required as of the end of 2004.

Impairment of
Intangible Assets, Goodwill and Long-Lived Assets.We continually review the carrying
value of our intangible assets, goodwill and long-lived assets for accuracy. We review
for impairment whenever events or changes in circumstances indicate that the carrying
amount of an asset may not be recoverable based on our projections of anticipated future
cash flows. While we believe that our estimates of future cash flows are reasonable,
different assumptions regarding such cash flows could materially affect our evaluations.

In December 2001, the
Argentine government adopted a series of economic measures, the most important of which
consisted of restrictions on cash withdrawals and foreign exchange transactions.  Due to
the continuing difficult economic situation in Argentina, the uncertainty with respect to
the period of recovery, and the instability of the exchange rate, on July 1, 2002, the
company performed a valuation of its investment in Coca-Cola FEMSA de Buenos Aires, based
on market price value multiples of comparable businesses.  The valuation resulted in the
recognition of an impairment of Ps. 477 million, which was recorded in our 2002 results.
 Given the present economic situation in Argentina, we believe that the current net asset
value of our foreign subsidiary is fairly valued, and although we can give you no
assurances, we do not expect to recognize additional impairments in the future in
Argentina.

Our evaluations
throughout the year and up to the date of this filing did not lead to any significant
impairment of intangible assets or long-lived assets.  We can give no assurance that our
expectations will not change as a result of new information or developments.  Changes in
economic or political conditions in all the countries in which we operate or in the
industries in which we participate, however, may cause us to change our current
assessment.

Labor Liabilities.Our labor liabilities are comprised of pension plan and seniority premiums. The
determination of our obligations and expenses for pension benefits depends on our
selection of certain assumptions used by actuaries in calculating such amounts. We
evaluate our assumptions at least annually. Those assumptions are described in Note 15
to our consolidated financial statements and include, the discount rate, expected
long-term rate of return on plan assets, rates of increase in compensation costs and
certain employee-related factors, such as turnover, retirement age and mortality. The
assumptions include the economic risk involved in the countries in which our business
operates.

43

---



In accordance with
Mexican GAAP, actual results that differ from our assumptions are accumulated and
amortized over future periods and, therefore, generally affect our recognized expenses
and recorded obligations in such future periods.  While we believe that our assumptions
are appropriate, significant differences in our actual experience or significant changes
in our assumptions may materially affect our pension obligations and our future expense.

The following table is
a summary of the three key assumptions to be used in determining 2005 annual pension
expense, along with the impact on pension expense of a 1% change in each assumed rate:

|Assumption                | 2005 rate           | Impact of 1% change
|------------------------- | ------------------- | -------------------
|                          | (in real terms) (1) | (millions) (2)     
|                         
|Mexican Subsidiaries:    
|Discount rate             | 6.0%                |                   
|                          |                     | - Ps . 125         
|Salary growth rate        | 2.0%                | + Ps.    73        
|                          |                     | - Ps.   (2)        
|Long-term asset return    | 6.0%                |                   
|                          |                     | - Ps . 125         
|                         
|Non-Mexican Subsidiaries:
|Discount rate             | 4.5%                | + Ps  .(59)        
|                          |                     | - Ps   . 10        
|Salary growth rate        | 1.5%                | + Ps.    10        
|                          |                     | - Ps. (59)         
|Long-term asset return    | 4.5%(4)             | + Ps. (59)         
|                          |                     | - Ps.    10        

______________________


|(1) | Calculated
using a measurement date of November 2004.
|--- | -----------------------------------------------------

|(2) | + indicates
an increase of 1%; - indicates a decrease of 1%.The impact is not the same for an
increase of 1% as for a decrease of 1% because the rates are not linear.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(3) | Less
than + Ps. 1 million.
|--- | --------------------------

|(4) | Not
applicable for Colombia, Nicaragua and Guatemala.
|--- | -----------------------------------------------------

The new requirements
of Mexican GAAP under Bulletin D-3, Obligaciones Laborales(Labor Obligations), clarify
that the total period cost related to the pension plan should be reported above the
operating income line. Historically, we registered financing costs related to the
pension plan as part of net interest expense, and the amortization of past services in
other expenses. In compliance with the new requirements, we reclassified these costs
above the operating income line and for comparability, reclassified prior periods.

Income taxes.We
recognize deferred tax assets and liabilities based on the differences between the
financial statement carrying amounts and the tax basis of assets and liabilities. We
regularly review our deferred tax assets for recoverability and establish a valuation
allowance based on historical taxable income, projected future taxable income and the
expected timing of the reversals of existing temporary differences. If these estimates
and related assumptions change in the future, we may be required to record additional
valuation allowances against our deferred tax assets resulting in additional income tax
expense.

44

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Tax and legal
contingencies.We are subject to various claims and contingencies related to tax and
legal proceedings as described below under Contingencies. Due to their nature, such
legal proceedings involve inherent uncertainties including, but not limited to, court
rulings, negotiations between affected parties and governmental actions. Management
periodically assesses the probability of loss for such contingencies and accrues a
liability and/or discloses the relevant circumstances, as appropriate. If the potential
loss from any claim or legal proceeding is considered probable and the amount can be
reasonably estimated, we accrue a liability for the estimated loss.

New Accounting
Pronouncements

The following
bulletins have been issued under Mexican GAAP, the application of which is mandatory
effective January 2005.  We do not anticipate that these standards will have a
significant effect on our financial position or results of operations.

Bulletin D-3,
Obligaciones laborales(Labor obligations) (Bulletin D-3). Revised Bulletin D-3
establishes: (1) accounting standards for post-retirement benefits other than pension,
which in accordance with Circular No. 50, were previously regulated by International
Accounting Standard No. 19; (2) accounting standards for the treatment of reductions and
early extinguishment of post retirement benefits other than pensions; and (3) accounting
standards for severance payments resulting from a restructuring and severance payments
resulting from situations other than a restructuring.

Bulletin C-10,
Instrumentos financieros derivados y operaciones de cobertura(Derivative financial
instruments and hedging transactions) (Bulletin C-10). Bulletin C-10 establishes
detailed accounting guidelines for the valuation, presentation and disclosure of
derivative financial instruments. In addition, it establishes the conditions to consider
financial instruments as hedging, and classifies hedging as follows: (1) fair value; (2)
cash flow; and (3) foreign currency, for purposes of defining whether the gain or loss
that results from the valuation of hedging instruments at fair value should be recorded
in current year income or other comprehensive income. This new standard substantially
conforms Mexican GAAP to U.S. GAAP.

Bulletin C-2,
Documento de Adecuaciones al Boletín C-2(Amendments to Bulletin C-2). Amendments to
Bulletin C-2 establish that the gain or loss attributable to changes in the fair value of
financial instruments classified as available for sale and their monetary effect, should
be recognized in other comprehensive income, and upon their sale should be recognized in
income. Bulletin C-2 does not allow the transfer of financial instruments originally
classified as trading to be available for sale or held until maturity or vice-versa. The
Amendments to Bulletin C-2 also incorporate detailed rules to recognize impairment in the
value of financial instruments. This revised standard substantially conforms Mexican
GAAP to U.S. GAAP.

Bulletin B-7,
Adquisiciones de Negocios(Business Acquisitions). Bulletin B-7 establishes: (1) the
purchase method as the only acceptable method to account for business combinations and
that IAS No. 22, Business Combinations, will no longer be supplemental and therefore
applicable under Mexican GAAP; (2) the prohibition of the amortization of goodwill; (3)
specific standards for the acquisition of minority interest and asset transfers or share
exchanges between companies under common control; and (4) supplements the accounting for
intangible assets recognized in a business combination in accordance with Bulletin C-8.
This new standard substantially conforms Mexican GAAP to U.S. GAAP.

The following new
accounting standards have been issued under U.S. GAAP, the application of which is
required as indicated.  We do not anticipate that these standards will have a significant
effect on our financial position or results of operations.

SFAS No. 123 (R), Share-Based
Payments, or SFAS No. 123 (R).  This statement eliminates the option to apply the
intrinsic value measurement provisions of Accounting Principles Board, or APB, Opinion
No. 25, Accounting for Stock Issued to Employees to stock compensation awards issued to
employees.  Rather, SFAS No. 123 (R) requires companies to measure the cost of employee
services received in exchange for an award of equity instruments based on the grant-date
fair value of the award.  That cost will be recognized over the period during which an
employee is required to provide services in exchange for the award-the requisite service
period (usually the vesting period).  SFAS No. 123 (R) applies to all awards granted
after the required effective date and to awards modified, repurchased or cancelled after
that date.  SFAS No. 123 (R) will be effective for our fiscal year ending December 31,
2006.

45

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SFAS No. 153, Exchanges
of Nonmonetary Assets - an amendment of APB Opinion No. 29, or SAFS No. 153.  In
December 2004, the Financial Accounting Standards Board, or FASB, issued SFAS No. 153,
which amends APB Opinion No. 29, Accounting for Nonmonetary Transactions to eliminate
the exception for nonmonetary exchanges of similar productive assets and replaces it with
a general exception for exchanges of nonmonetary assets that do not have commercial
substance.  SFAS No. 153 is effective for nonmonetary assets exchanges occurring in
fiscal periods beginning after June 15, 2005.

EITF Issue No. 03-1, The
Meaning of Other-Than-Temporary Impairment and Its Application to Certain Investments, or
EITF Issue No. 03-1.   In March 2004, the Emerging Issues Task Force, or EITF, confirmed
as a consensus EITF Issue No. 03-1.  The objective of this EITF Issue No. 03-1 is to
provide guidance on determining when an investment is considered impaired, whether that
impairment is other-than-temporary, and the measurement of an impairment loss.  The
guidance also includes accounting considerations subsequent to the recognition of an
other-than-temporary impairment and requires certain disclosures about unrealized losses
that have not been recognized as other-than-temporary impairments.  In September 2004,
the FASB issued FASB Staff Position EITF Issue No. 03-1-1 that delays the effective date
for the measurement and recognition guidance included in EITF Issue No. 03-1.  EITF 03-1
was in effect for the year ended December 31, 2004, although no additional disclosures
were required.

46

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Results of Operations

The following table
sets forth our consolidated income statement for the years ended December 31, 2004, 2003
and 2002:

|                                                                    | Year Ended December 31,                                                                                        
|------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------
|                                                                    |                                                                                                                
|                                                                    | 2004(1)                                                                                                        
|                                                                    |                                                                                                                
|                                                                    | (in millions of U.S. dollars or millions
of constant Mexican pesos
at December 31,
2004, except per share data)
|Revenues:                                                           |                                                                                                                
|Net sales                                                           | $  4,153                                                                                                       
|Other operating revenues                                            | 19                                                                                                             
|                                                                    |                                                                                                                
|Total revenues                                                      | 4,172                                                                                                          
|Cost of sales                                                       | 2,150                                                                                                          
|                                                                    |                                                                                                                
|Gross profit                                                        | 2,022                                                                                                          
|Operating expenses:                                                
|Administrative                                                      | 243                                                                                                            
|Selling                                                             | 1,088                                                                                                          
|                                                                    |                                                                                                                
|                                                                    | 1,331                                                                                                          
|Intangible amortization                                             | -                                                                                                              
|                                                                    |                                                                                                                
|Income from operations                                              | 691                                                                                                            
|Integral result of financing:                                      
|Interest expense                                                    | 228                                                                                                            
|Interest income                                                     | (24)                                                                                                           
|Foreign exchange (gain) loss, net                                   | 3                                                                                                              
|Gain on monetary position                                           | (135)                                                                                                          
|                                                                    |                                                                                                                
|                                                                    | 72                                                                                                             
|                                                                    |                                                                                                                
|Other expense, net                                                  | 37                                                                                                             
|                                                                    |                                                                                                                
|Income for the year before income taxes and
employee profit sharing | 582                                                                                                            
|Income taxes and employee profit sharing                            | 95                                                                                                             
|                                                                    |                                                                                                                
|Net income for the year                                             | $  487                                                                                                         
|                                                                    |                                                                                                                
|Majority net income                                                 | $  485                                                                                                         
|Minority net income                                                 | 2                                                                                                              
|                                                                    |                                                                                                                
|Weighted average shares outstanding (in millions)                   | 1,846                                                                                                          
|Majority net income per share (basic and diluted)                   | $  0.26                                                                                                        
|                                                                    |                                                                                                                

______________________


|(1) | Translation
to U.S. dollar amounts at an exchange rate of Ps. 11.146 to US$ 1.00 solely for the
convenience of the reader.
|--- | --------------------------------------------------------------------------------------------------------------------------

|(2) | Includes
the acquired territories from May 2003.
|--- | ------------------------------------------------

47

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Results of Operations
by Segment

The following table
sets forth certain financial information for each of our segments for the years ended
December 31, 2004, 2003 and 2002.  For the year ended December 31, 2002, we reported our
results of operations in two segments, Mexico and Argentina.  See Note 24 to our
consolidated financial statements for additional information by segment.

|                       | Year Ended December 31,    
|---------------------- | ---------------------------
|                       |                            
|                       | 2004                       
|                       |                            
|                       | (millions of Mexican Pesos)
|Net sales              |                            
|Mexico                 | Ps.  26,559                
|Central America(1)     | 3,454                      
|Colombia               | 4,066                      
|Venezuela              | 4,772                      
|Brazil                 | 5,120                      
|Argentina              | 2,337                      
|                      
|Total revenues        
|Mexico                 | Ps.  26,658                
|Central America(1)     | 3,459                      
|Colombia               | 4,066                      
|Venezuela              | 4,776                      
|Brazil                 | 5,137                      
|Argentina              | 2,451                      
|                      
|                      
|Gross profit          
|Mexico                 | Ps.  14,041                
|Central America(1)     | 1,670                      
|Colombia               | 1,890                      
|Venezuela              | 2,002                      
|Brazil                 | 1,973                      
|Argentina              | 959                        
|                      
|Income from operations
|Mexico                 | Ps.  5,519                 
|Central America(1)     | 419                        
|Colombia               | 433                        
|Venezuela              | 375                        
|Brazil                 | 458                        
|Argentina              | 383                        

______________________


|(1) | Includes
Guatemala, Nicaragua, Costa Rica and Panama.
|--- | -----------------------------------------------------

|(2) | Includes
the acquired territories from May 2003.
|--- | ------------------------------------------------

48

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Results of Operations
for Year Ended December 31, 2004 Compared to Year Ended December 31, 2003

Our results of operations include
the territories acquired in the Panamco acquisition from May 2003. As a result, the
acquired territories are included for twelve months of 2004 but only eight months of 2003.

Consolidated Results of
Operations

Net Sales.Consolidated net sales grew 22.2% to Ps. 46,290 million in 2004,
compared to Ps. 37,876 million in 2003. The inclusion of the acquired territories for
twelve months in 2004 more than compensated for the decline in net sales of our Mexican
and Colombian territories.

Consolidated sales volume reached
1,855.3 million unit cases in 2004 compared to 1,450.5 million unit cases in 2003, an
increase of 27.9%. 92.2% of the increase was due to the inclusion of the acquired
territories for twelve months of 2004. The remaining increase was driven by volume growth
in carbonated soft drinks, in particular the Coca-Cola brand, which more than
compensated for jug water volume declines in Mexico and Colombia and flavored carbonated
soft drink volume declines in Colombia and Brazil. Introduction of new multiple serving
presentations and product and package segmentation efforts in our distribution channels
contributed significantly to these results. Consolidated average price per unit case
decreased 4.4% from Ps. 26.11 in 2003 to Ps. 24.95 in 2004, mainly driven by a decline in
the average price of carbonated soft drinks in our historical Mexican territories and
lower prices in the acquired territories.

Other Operating Revenues. Other operating revenues decreased by 15.0% to Ps. 209 million in 2004, from
Ps. 246 million in 2003. Other operating revenues mainly consist of sales to other
bottlers pursuant to tolling arrangements in Argentina, revenues from sales of recyclable
scrap to bottle suppliers and sales of point of sales materials for the fountain business.

Cost of Sales.
Cost of sales increased to Ps. 23,964 million in 2004, from Ps. 19,367 million
in 2003, as a result of the inclusion of the acquired territories for the twelve months of
2004. As a percentage of total revenues, cost of sales increased 0.7%, mainly driven by
lower average prices per unit case. As we discuss below, raw material increases were
offset by operating improvements and the appreciation of local currencies in the
territories in which we operate.

The components of cost of sales
include raw materials (principally soft drink concentrate and sweeteners), packaging
materials, depreciation expenses attributable to our production facilities, wages and
other employment expenses associated with the labor force employed at our production
facilities and certain overhead expenses. Concentrate prices are determined as a
percentage of the retail price of our products net of applicable taxes. See Item 4.
Information on the CompanyThe CompanyRaw Materials.

Operating
Expenses. Consolidated operating expenses were Ps. 14,839 million in
2004, an increase of 27.3% compared to 2003, due to the inclusion of the acquired
territories for twelve months of 2004. As a percentage of total sales, operating expenses
grew 130 basis points due to lower fixed-cost absorption driven by lower average price per
unit case. Operating expenses per unit case remained almost flat due to cost-cutting
initiatives across all of our territories and better commercial and distribution
practices.

We incur various expenses related to
the distribution of our products. We include these types of costs in the selling expenses
line of our income statement. During 2004 and 2003, our distribution costs amounted to
Ps. 6,348 million and Ps. 5,196 million, respectively. The exclusion of these
charges from our cost of sales line may result in the amounts reported as gross profit not
being comparable to other companies, which may include all expenses related to their
distribution network in cost of sales when computing gross profit (or an equivalent
measure).

Income from
Operations. Consolidated income from operations grew to Ps. 7,696
million in 2004, from Ps. 7,099 million in 2003, mainly due to the inclusion of the
acquired territories for twelve months of 2004. Income from operations as a percentage of
total revenues decreased 200 basis points in 2004, from 18.6% to 16.6%, mainly as a result
of the inclusion of our acquired territories, which have lower operating margins and lower
average price per unit case.

Integral Result of
Financing. The term integral result of financing refers to the
combined financial effects of net interest expense or interest income, net foreign
exchange gains or losses, and net gains or losses on monetary

49

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position. Net foreign
exchange gains or losses represent the impact of changes in foreign-exchange rates on
assets or liabilities denominated in currencies other than local currencies. A foreign
exchange loss arises if a liability is denominated in a foreign currency that appreciates
relative to the local currency between the date the liability is incurred or the
beginning of the period, whichever comes first, and the date it is repaid or the end of
the period, whichever comes first, as the appreciation of the foreign currency results in
an increase in the amount of local currency, which must be exchanged to repay the
specified amount of the foreign currency liability. The gain or loss on monetary position
refers to the impact of local inflation on monetary assets and liabilities.

In 2004, we reported a loss in
integral result of financing of Ps. 798 million, a decrease of 69.1% compared to
2003. This decrease was driven by the combined effect of a decline of the foreign-exchange
loss due to the appreciation of the Mexican peso against the U.S. dollar, as applied to
our U.S. dollar-denominated debt, and gains on our monetary position, as a result of an
increase of our monetary liabilities, which partially offset higher interest expenses.

Other Expenses.
Other expenses increased to Ps. 408 million in 2004 from Ps. 260 million in
2003, driven mainly by additional restructuring expenses from the integration of acquired
territories.

Income Taxes and Employee
Profit Sharing. Income taxes and employee profit sharing decreased from
Ps. 1,776 million in 2003 to Ps. 1,063 million in 2004. Our consolidated
effective income tax and employee profit sharing rate declined from 41.7% in 2003, to
16.4% in 2004, mainly due to one-time benefits in the amount of Ps. 1,311 million
from a gain on a tax lawsuit and Ps. 172 million from a reduction in deferred tax
liabilities in Mexico resulting from a reduction in the Mexican income tax rate going
forward.

Net Income. Our
consolidated majority net income increased by 119.4% to Ps. 5,404 million in 2004
from Ps. 2,463 million in 2003 due to the reasons discussed above. Net income per
share was Ps. 2.93 (US$ 2.63 per ADS) in 2004 compared to Ps. 1.45 (US$ 1.30 per
ADS), computed in each case on the basis of 1,846 million shares outstanding.

Consolidated Results Of
Operations By Geographic Segment

Mexico

Net Sales. Net
sales in Mexico were Ps. 26,559 million in 2004, compared to Ps. 24,784 million in 2003,
an increase of 7.2% due to the inclusion of the acquired territories for twelve months of
2004, which offset a net sales decline in both our original territories and the acquired
territories. Average price per unit case was Ps. 26.83, compared to Ps. 29.15 for 2003.
Carbonated soft drinks average price per unit case reached Ps. 30.10 during 2004, compared
to Ps. 32.53 for 2003. Average prices were adversely impacted by:

- volume growth,
mainly coming from the territories outside the Valley of Mexico, which carry a lower
average price per unit case;

- a different
packaging mix as a result of the inclusion of jug water sales volume, which has a lower
average price per unit case, for the twelve months of 2004; and

- a slight shift
to multiple serving presentations, which have a lower average price per unit case.

Total sales volume reached 990
million unit cases in 2004, an increase of 16.4% compared to 2003, due to the inclusion of
the acquired territories for twelve months of 2004. Jug water sales volume declined as a
result of pricing and channel-segmentation initiatives taken to increase the jug water
businesss profitability. Carbonated soft drinks volume growth was mainly driven by
strong growth of our flavored carbonated soft drink brands, including Mundet
Multi-Flavors, Fanta Naranja and Lift GoldenApple, which accounted for the
majority of the incremental carbonated soft drink volume, and volume growth of the
Coca-Cola brand.

Income from Operations.Gross profit totaled Ps. 14,041 million, representing a gross margin
of 52.7% in 2004 as compared to 53.2% in 2003. During 2004, we experienced higher
raw-material prices, mainly in sugar and resin for the production of plastic bottles. Raw
material cost pressures and a more challenging competitive environment that precluded us
from increasing prices were offset by gross synergies realized from the integration of the
acquired

50

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territories, combined
with cost-saving initiatives such as light-weighting of plastic bottles, which allows us
to use less resin, and greater use of standard sugar as a percentage of the sweetener
mix, which is less expensive than refined sugar.

Our operating income totaled
Ps. 5,519 million, resulting in a 20.7% operating margin compared to a 23.2%
operating margin in 2003, as a result of lower fixed-cost absorption driven by lower
average price per unit case.

Central America

Net Sales. Net
sales in Central America reached Ps. 3,454 million in 2004, an increase of 52.0% as
compared to 2003. More than 90% of the growth came from the inclusion of the acquired
territories for twelve months of 2004. Average price per unit case was Ps. 31.23,
compared to an average price per case of Ps. 31.18 in 2003. During the year, we
implemented tactical price increases in all of the countries comprising our Central
America segment, which partially offset lower average prices per unit case that were
driven by increases in total sales volume for multiple serving presentations.

Total volume reached 111 million unit
cases in 2004, increasing 52% over 2003 volume, mainly driven by the inclusion of the
acquired territories for twelve months of 2004. The remaining volume growth was also
driven by:

- the solid
performance of the cola category, especially in Nicaragua and Costa Rica; and

- growth in
flavored carbonated soft drinks.

Income from
Operations. Gross profit totaled Ps. 1,670 million in 2004,
representing a gross margin of 48.3% as compared to 49.3% in 2003. During the year, we
experienced raw material cost pressures across the region, which adversely affected gross
margins. Operating income totaled Ps. 419 million, reaching an operating income
margin of 12.1%, as compared to 9.6% in 2003, driven by savings achieved through better
manufacturing and distribution practices, a higher fixed component in our pre-sale
compensation scheme, and a turnaround in profitability in our Guatemalan operations.

Colombia

Net Sales. Net
sales in Colombia reached Ps. 4,066 million in 2004, an increase of 46.6% as compared
to 2003, due to the inclusion of the acquired territories for twelve months of 2004, which
more than compensated for the net sales decline as a result of lower sales volume. Average
price per unit case reached Ps. 24.33 for the year as compared to Ps. 24.30 for
2003. Average price per unit case remained relatively stable during the year as a result
of:

- tactical price
increases, from a declining pricing base at the beginning of the year resulting from
increased sales volume for multi-serving presentations; and

- the
appreciation of the Colombian peso against the U.S. dollar toward the end of the year,
the               effect of which is to increase the net sales reported in our financial
statements in Mexican               pesos under Mexican GAAP.

Total sales volume was 167 million
unit cases in 2004, an increase of 46.5% compared to 2003, mainly driven by the inclusion
of the acquired territories for twelve months of 2004, which more than offset the declines
in our flavored carbonated soft drink and jug water sales volume. The total sales volume
declines were mainly a result of an asset-rationalization strategy intended to reduce the
production of still water sold in less profitable presentations and a more competitive
environment in the flavored carbonated soft drinks category.

The majority of the flavored
carbonated soft drinks volume decline was generated by returnable single-serve
presentations, which was partially offset by growth in our 0.6-liter plastic
non-returnable presentation and our multiple serving presentations, including our new
1.25-liter returnable glass presentation for the Coca-Cola brandand
Quatro, our new Christmas promotional 3.0-liter plastic non-returnable presentation
for the Coca-Cola brand, and our existing 1.25, 2.0 and 2.25-liter plastic
non-returnable presentations for flavored carbonated soft drinks and the Coca-Cola
brand.

51

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Income from
Operations. Gross profit totaled Ps. 1,890 million in 2004, reaching a
gross margin of 46.5% for the year as compared to 45.2% in 2003. The increase in gross
margins was driven by:

- sugar price
declines;

- savings
achieved from the rationalization of manufacturing facilities; and

- the
appreciation of the Colombian peso against the U.S. dollar applied to our U.S.
              dollar-denominated costs.

Operating income totaled Ps. 433
million, reaching an operating margin of 10.6% as compared to 11.3% in 2003. Improved
distribution and commercial practices, as well as headcount optimization, partially offset
freight cost increases derived from our manufacturing rationalization effort.

Venezuela

Net Sales.Net sales in Venezuela reached Ps. 4,772 million in 2004, as compared to
Ps. 2,881 million, driven by the inclusion of the acquired territories for twelve
months of 2004, which represented 59% of our net sales growth. During 2004, we implemented
tactical price increases in the first and third quarters of 2004, resulting in an average
price per unit case of Ps. 27.63, as compared to Ps. 26.17 in 2003.

Total sales volume reached 173
million unit cases in 2004, increasing 56.9% compared to 2003, driven by the inclusion of
the acquired territories for twelve months of 2004, which accounted for approximately 66%
of our sales volume growth. The increase in total sales volume was also driven by strong
growth across all of our beverage categories.

Incremental sales volume was mainly
driven by the Coca-Cola brand, the Grapettevalue-protection brand and the
multi-flavored carbonated soft drink brand Hit. Our multiple serving presentations
contributed to our incremental volume, including the new 2.25 and 3.1-liter plastic
non-returnable presentations for the Grapettevalue-protection brand.

Income from
Operations. Gross profit totaled Ps. 2,002 million in 2004,
representing a gross margin of 41.9% as compared to 43.1% in 2003. During the year, we
experienced raw material costs pressures, mainly plastic bottles and sugar, and a shift to
non-returnable presentations, which have a higher cost per unit case.

Operating income totaled Ps. 375
million in 2004, resulting in an operating margin of 7.9% as compared to 9.2% in 2003.
Operating expenses were impacted by:

- salary
increases implemented during the year;

- additional
senior and operating headcount to strengthen our operations in Venezuela; and

- freight cost
increases significantly above inflation.

Brazil

Net Sales. Net
sales in Brazil reached Ps. 5,120 million in 2004, an increase of 61.5% as a result
of the inclusion of the acquired territories for twelve months of 2004, representing
approximately 83% of this growth. Average price per unit case was Ps. 18.90 during
the year as compared to Ps. 17.95 in 2003, with the increase resulting from:

- revenue
management initiatives;

- tactical price
increases; and

- the
appreciation of the Brazilian real.

52

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Total sales volume was 271 million
unit cases in 2004, an increase of 53.4% compared to 2003. The sales volume increase was
mainly a result of the inclusion of the acquired territories for twelve months in 2004,
which accounted for 94% of the total sales volume growth. A strong focus on the
Coca-Cola brand and solid growth in single-serve bottled water more than offset the
volume decline in flavored carbonated soft drinks.

The majority of the total volume
growth came from multiple serving presentations, including the 1.5, 2.25, 2.5, and
3.0-liter plastic non-returnable presentations, pursuant to our strategy to diversify from
2.0-liter plastic non-returnable presentation and 12-ounce cans.

Income from
Operations. Gross profit totaled Ps. 1,973 million in 2004, reaching a
gross margin of 38.4% as compared to 36.1% in 2003, reflecting savings achieved from the
closure of a manufacturing facility and lower sweetener costs.

Operating income was Ps. 458
million, reaching an operating income margin of 8.9% for 2004 as compared to 5.3% in 2003.
Operating expenses per unit case declined mainly due to improved operating leverage from
an increase in sales volume and the implementation of better practices, including taking
over previously outsourced services and implementing cost-cutting strategies.

Argentina

Net Sales. Net
sales in Argentina reached Ps. 2,337 million, a 17.1% increase as compared to net
sales of Ps. 1,995 in 2003 driven by total sales volume growth of 14%. Average price
per unit case grew 2.8% over the course of the year to Ps. 16.20 from Ps. 15.76
in 2003, mainly as a result of price increases implemented during the year.

Total sales volume reached 144
million unit cases in 2004, an increase of 14.0% over 2003. In 2004, core brands generated
approximately 45% of our incremental volume growth, the value-protection brand Tai,
accounted for 40%, and brands we sell at a premium price accounted for most of the
balance.

The majority of the total volume
growth came from our returnable presentations, including the 1.25-liter returnable glass
presentation for our core brands and the 2.0-liter returnable plastic bottle only for the
Coca-Cola brand, which represented almost 50% of the sales volume increase.

Income from
Operations. Gross profit totaled Ps. 959 million in 2004, reaching a
gross margin of 39.1%, an improvement of 300 basis points compared to 2003. This
improvement was mainly driven by:

- higher sales
volume;

- higher average
prices per unit case; and

- a favorable
mix shift toward returnable presentations, which have lower cost per unit case.

In 2004, our Argentine
territories operating income reached Ps. 383 million, an increase of 73.3%
compared to Ps. 221 million in 2003, and operating margin rose to 15.6% in 2004 from
10.5% in 2003. Operating expenses as a percentage of total revenues decreased 210 basis
points, from 25.6% in 2003 to 23.5% in 2004, mainly as a result of higher fixed-cost
absorption due to higher revenues and a 15.5% reduction in administrative expenses.

Results of Operations
for Year Ended December 31, 2003 Compared to Year Ended December 31, 2002.

Our results of operations include
the territories acquired in the Panamco acquisition from May 2003. As a result, the
acquired territories are included for eight months of 2003 but are not included for 2002.

Consolidated Results of
Operations

Net Sales.
Consolidated net sales grew by 94.9% to Ps. 37,876 million in 2003, from Ps. 19,432
million in 2002, as a result of the inclusion of sales from the acquired territories for
eight months of 2003 as well as increases in

53

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sales in our original
territories in Mexico and Argentina. Consolidated sales volumes increased to 1,450.5
million unit cases for 2003. Consolidated average unit price per case decreased by 16.7%
from Ps. 31.33 in 2002 to Ps. 26.11 in 2003 due to the inclusion of the newly acquired
territories, which had higher sales volumes of less profitable products.

Other Operating Revenues. Other operating revenues increased by 59.1% to Ps. 245 million in 2003, from Ps. 154
million in 2002. Other operating revenues mainly consist of sales to other bottlers
pursuant to tolling arrangements in Argentina, revenues from sales of recyclable scrap to
bottle suppliers and sales of point of sale materials for the fountain business.

Cost of Sales. Cost of
sales increased to Ps. 19,367 million in 2003, from Ps. 9,098 million in 2002, as a
result of the inclusion of the acquired territories for eight months of 2003. As a
percentage of total revenues, cost of sales increased 430 basis points, reflecting the
higher costs of sales in the acquired territories mainly due to the different product mix
and higher manufacturing costs. We were also affected by the impact of the devaluation of
the U.S. dollar against the Mexican peso as applied to our raw materials with prices that
are paid in or determined with reference to the U.S. dollar.

Operating
Expenses. Consolidated operating expenses increased 108.8% to Ps. 11,655
million in 2003, compared to Ps. 5,581 million in 2002, as a result of the inclusion of
the acquired territories for eight months of 2003. As a percentage of total revenues,
operating expenses increased 210 basis points, due to the standardization of marketing
practices in the acquired territories and the fact that distribution costs in our acquired
territories are higher than in our original territories.

We incur various expenses related to
the distribution of our products. We include these types of costs in the selling expenses
line of our income statement. During 2003 and 2002, our distribution costs amounted to Ps.
5,196 million and Ps. 2,291 million, respectively. The exclusion of these charges from our
cost of sales line may result in the amounts reported as gross profit not being comparable
to other companies, which may include all expenses related to their distribution network
in cost of sales when computing gross profit (or an equivalent measure).

Intangible
Amortization. We did not recognize intangible amortization in 2003 due to
changes in accounting policies.

Income from
Operations. Consolidated income from operations after amortization of
intangible grew to Ps. 7,099 million in 2003, from Ps. 4,866 million in 2002.
Income from operations as a percentage of total revenues decreased 620 basis points in
2003, from 24.8% to 18.6%, mainly as a result of the inclusion of our acquired
territories, which had lower operating margins.

Integral Result of
Financing. In 2003, we reported a loss of Ps. 2,582 million from
integral result of financing, as compared to a gain of Ps. 584 million in 2002. This
loss principally reflects our new financial position after the Panamco acquisition, and
the combined effect of:

- accrued
interest expenses related to existing debt and the acquisition financing incurred in
connection with the Panamco transaction, which more than offset the interest income
generated by our reduced cash balances;

- a foreign
exchange loss generated mainly by the devaluation of the Mexican peso against the U.S.
              dollar, as applied to our U.S. dollar-denominated debt; and

- a consolidated
monetary gain, as a result of inflation adjustments applied to the consolidated net
              monetary liability position.

Other Expenses.Other expenses decreased from Ps. 638 million in 2002 to Ps. 260
million in 2003 mainly as a result of the impairment recorded in 2002 related to the
Argentine operations.

Income Taxes and Employee
Profit Sharing. Income taxes and employee profit sharing decreased from
Ps. 2,012 million in 2002 to Ps. 1,776 million in 2003. The companys
consolidated effective income tax and employee

54

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profit sharing rate
remained 41.7% in 2003, reflecting the Mexican statutory tax rate of 44.0% that is
applied to Mexican income before taxes, which comprised the majority of our taxable
income during 2003.

Net Income.
Consolidated net income decreased by 11.4% in 2003 to Ps. 2,481 million from
Ps. 2,800 million. Net income per share was Ps. 1.45 (US$ 1.30 per ADS) in 2003
computed on the basis of 1,704 million compounded average shares outstanding during 2003.

Consolidated Results of
Operations by Geographic Segment

Mexico

Net Sales.Net sales in
Mexico increased to Ps. 24,784 million in 2003, from Ps. 17,646 million in 2002,
principally as a result of the inclusion of the acquired territories for eight months of
2003. Total sales volume in Mexico grew to 850.1 million unit cases during 2003 from 504.7
million unit cases in 2002.Although most of this growth in total sales volume was
a result of the inclusion of the newly acquired territories, volume growth was also driven
by:

- solid
performance of our new flavored brands including Fanta multi-flavors, Fresca pink
grapefruit and Lift Green Apple;

- incremental
sales volume achieved by Cielstill water in a 5.0-liter presentation, particularly in
central Mexico; and

- volume growth
from the Coca-Colabrand.

The effect of these volume increases
on our net sales was mitigated by a lower average price per unit case in Mexico, which
decreased to Ps. 29.15 in 2003, mainly due to the incorporation of jug water volume
with a much lower cost per unit case from the acquired territories and to a lesser extent
by the increased size of multiple serving presentations.

Income from
Operations.Gross profit totaled Ps. 13,238 million, reaching a 53.2%
margin as a percentage of total revenues in 2003. Higher raw materials prices, the effect
of the depreciation of the Mexican peso versus the U.S. dollar on our raw materials with
prices payable in or determined with reference to the U.S. dollar, a softer economy and a
lower disposable income, amplified by a migration to multiple serving presentations from
individual size presentations resulted in declining margins in 2003. During 2003, we
eliminated Panamcos former headquarters in Mexico City and Miami, closed four plants
out of 16, consolidated 29 distribution centers out of 142, introduced more than 73,000
new coolers into the market and reconfigured pre-sale and distribution networks by
reducing third party selling and distribution. Operating income totaled Ps. 5,775
million in 2003, reaching a 23.2% margin as a percentage of total revenues.

Central America

Net Sales. Net
sales in Central America were Ps. 2,273 million for 2003. During this period, our average
price per unit case was Ps. 31.18.Total sales volume in Central America in 2003
was driven by:

- solid
performance of the cola category, especially in our territories in Guatemala and
Nicaragua; and

- incremental
sales volume in the carbonated soft drinks flavor segment.

Higher volume from our core brands in
returnable presentations as well as volume sold in non-returnable PET bottles contributed
to the results during the year.

Income from
Operations.Gross profit totaled Ps. 1,123 million in 2003, reaching a
49.3% gross margin as a percentage of total revenues during the same period. Procurement
and other cost reduction initiatives offset cost increases of U.S. dollar-denominated
packaging costs during the year. We closed one of our two plants in Panama, and
consolidated two distribution centers in the region. Operating income totaled Ps. 217
million, reaching an operating

55

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income margin of 9.5%
as a percentage of total revenues. We believe our Central American territories will
present opportunities for us to develop a more effective returnable packaging base, new
product alternatives and improve execution practices. In Guatemala, however, we faced a
strong competitive environment combined with a higher than normal cost structure.

Colombia

Net Sales.Net
sales in Colombia were Ps. 2,773 million for 2003. During this period, our average
price per unit case was Ps. 24.30. Total sales volume was weak during this period as
a result of:

- low sales of
carbonated soft drinks as a result of an increasing competitive landscape of alternative
lower price or inexpensive beverage categories such as powders, natural juices and tap
water affecting the Colombian carbonated soft drinks industry; and

- a reduction in
the production of water sold in less profitable packages.

Income from
Operations.Gross profit totaled Ps. 1,254 million, reaching a 45.2%
gross margin as a percentage of total revenues during the same period. Lower volume,
higher packaging costs and the impact of the devaluation of the Colombian peso versus the
U.S. dollar, applied to U.S. dollar denominated expenses resulted in declining margins.
During 2003, we implemented a strong asset consolidation program intended to increase the
efficiency of our manufacturing network. We converted 11 manufacturing plants out of 17
into distribution facilities from May 2003 to February 2004 and also consolidated five
distribution centers as part of our strategy to face a tough competitive environment.
Operating income was Ps. 312 million, reaching an 11.3% margin as a percentage of
total revenues during 2003.

Venezuela

Net Sales. Net
sales in Venezuela were Ps. 2,881 million for 2003. During this period, our average
price per unit case was Ps. 26.16. Total sales volume in Venezuela was adversely
affected by:

- political
unrest, stock shortages and a severe economic recession; and

- a change of
consumption habits due to the country's economic recession.

We were able to mitigate some of this
decline by implementing an asset rationalization strategy intended to increase the
efficiency of our manufacturing network during the year. Total sales volume improved
slightly at the end of 2003 as a result of our packaging and revenue management
strategies. Volume growth from theCoca-Cola brand increased and partially offset
the volume decline of carbonated soft drink flavors during the year.

Income from
Operations.Gross profit totaled Ps. 1,242 million in 2003, reaching a
43.1% gross margin as a percentage of total revenues during the same period. Political
unrest, combined with a devaluation of the Bolivar against the U.S. dollar applied to our
raw materials that are payable or are determined with reference to the U.S. dollar, and a
severe decline in the economic activity in the country, resulted in a contraction of more
than 10% of the countrys gross domestic product, which was only partially offset by
price increases during the year. We consolidated our production facilities from nine to
six and closed two distribution facilities in 2003. Operating income was Ps. 264
million, reaching an operating income margin of 9.2% during 2003.

Brazil

Net Sales.Net
sales in Brazil were Ps. 3,170 million in 2003. During this period, our average price
per unit case was Ps. 17.95. In 2003, we undertook an initiative to use in-house
pre-sale and to rely less on third party wholesalers in order to have more control over
the point of sale and to permit us to implement packaging management strategies. We
launched more than ten different SKUs to target different consumption occasions, including
Coca-Cola com Limãoand Kuat laranja(guaraná flavor with
orange). Traditionally in Brazil, most of our consumption came from only two packaging
alternatives, cans and 2.0-liter bottles. We are now focusing on a broader array of
presentations to

56

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spur consumer demand.
For example, our new 12-ounce non-returnable glass bottle and our new 0.2-liter
returnable glass bottle offer a combination of convenience and affordability for
on-premise consumption of Coca-Cola.Our new 2.25-liter and 3.0-liter
non-returnable plastic presentations for carbonated soft drink flavors and the Coca-Cola brand,
respectively, provide packaging alternatives and permit selling strategies between the
supermarket and small retailers opening a road to implement our segmentation and revenue
management initiatives.

Income from
Operations.Gross profit totaled Ps. 1,145 million in 2003, reaching a
36.0% margin as a percentage of total revenues. The implementation of new
commercialization and point of sale development strategies improved our packaging and
product mix during the year. We consolidated one plant out of four during 2003. Operating
income was Ps. 169 million, reaching an operating income margin of 5.3% during 2003.

Argentina

Net Sales.Net
sales in Argentina increased by 11.7% in 2003 to Ps. 1,995 million from
Ps. 1,786 million in 2002. During 2003, our average price per unit case increased by
2.0% in 2003 to Ps. 15.76 from Ps. 15.45, as a result of price increases
implemented during the year and a change of mix toward our core brands in returnable
presentations and our premium brands, which have the highest average prices per unit.

Total sales volume in Argentina
increased 9.5% to 126.6 million unit cases in 2003, from 115.6 million unit cases in 2002.
We believe the principal volume drivers in Argentina in 2003 were our returnable packaging
strategy and the economic recovery from the devaluation of the Argentine peso in 2002. We
also experienced a product shift from our less profitable value protection brands,
Taíand Crush, toward our core brands, Coca-Colaand Fanta,
which increased 15.1% and 40.6% in terms of total sales volume, respectively, and for the
first time, more sales from premium brands than from value protection brands, fostered by
a 10.9% volume increase of the Coca-Cola lightbrand and the successful
introduction of Fanta lightduring the year.

Income from
Operations.Gross profit totaled Ps. 759 million during 2003, reaching
a gross margin of 36.1%, an improvement of 170 basis points as compared to 2002. This
improvement was mainly driven by (1) higher sales volume, (2) higher average prices
per unit case, and (3) an appreciation of the Argentine peso versus the U.S. dollar
applied to U.S. dollar-denominated raw materials and expenses. In Argentina, operating
expenses as a percentage of total revenues decreased 720 basis points from 32.8% in 2002
to 25.6% in 2003, mainly as a result of the appreciation of the Argentina peso versus the
U.S. dollar applied to expenses payable in or determined with reference to the U.S. dollar
and strict cost control measures. Operating income during 2003 in our Argentine
territories reached Ps. 221 million and operating margin rose from 1.7% during 2002
to 10.5% in 2003.

Liquidity and Capital
Resources

Liquidity.
          The principal source of our liquidity is cash generated from operations. A
          significant majority of our sales are on a cash basis with the remainder on a
          short-term credit basis. We have traditionally been able to rely on cash
          generated from operations to fund our working capital requirements and our
          capital expenditures. Our working capital benefits from the fact that we make
          our sales on a cash basis, while we generally pay our suppliers on credit. In
          addition to cash generated from operations, we have used new borrowings to fund
          acquisitions of new territories. We have relied on a combination of borrowings
          from Mexican and international banks and in the international and Mexican
          capital markets.

Our total indebtedness was
Ps. 24,988 million as of December 31, 2004, as compared to Ps. 30,588 million as
of December 31, 2003. Short-term debt and long-term debt were Ps. 3,272 million and
Ps. 21,716 million, respectively, as of December 31, 2004, as compared to
Ps. 3,132 million and Ps. 27,456 million, respectively, as of December 31, 2003.
Cash and cash equivalents were Ps. 3,603 million as of December 31, 2004, as compared
to Ps. 3,021 million as of December 31, 2003. Approximately Ps. 168 million of
cash is considered restricted cash because it has been deposited to settle accounts
payable in Venezuela. As of December 31, 2004, we had a working capital deficit
(defined as the excess of current liabilities over current assets) of Ps. 1,637
million, reflecting accounts payable to suppliers of Ps. 4,144 million and short-term debt
balance of Ps. 3,272 million principally relating to the maturity of long-term debt
in July 2005.

As part of our financing policy, we
expect to continue to finance our liquidity needs from cash from operations. Nonetheless,
in the future we may be required to finance our working capital and capital expenditure
needs with short-

57

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term or other
borrowings. As of December 31, 2004, we had uncommitted approved lines of credit totaling
approximately US$ 250 million (Ps. 2,787 million), which we believe are currently
available, as well as a U.S. dollar committed line of credit totaling US$ 50 million (Ps.
557 million). In December 2003, we entered into a loan agreement with The Coca-Cola
Company that permits us to borrow, upon the satisfaction of certain conditions, US$ 250
million (Ps. 2,787 million) prior to December 20, 2006 for funding working capital
needs and for other general corporate purposes at any time when such funding is not
otherwise available under our existing lines of credit. Nonetheless, as a result of
regulations in certain countries in which we operate, it may not be beneficial or, as in
the case of exchange controls in Venezuela, practicable for us to remit cash generated in
local operations to fund cash requirements in other countries. In the event that cash
from operations in these countries is not sufficient to fund future working capital
requirements and capital expenditures,we may decide, or be required, to fund cash
requirements in these countries through local borrowings rather than remitting funds from
another country.

We continuously evaluate
opportunities to pursue acquisitions or engage in joint venture or other transactions.We would expect to finance any significant future transactions with a combination of
any of cash from operations, long-term indebtedness and capital stock of our company.

Sources and Uses of
Cash. The following table summarizes the sources and uses of cash for the
three years ended December 31, 2004 from our statement of changes in financial position:

|                                                              | Principal Sources and Uses of CashYear ended December 31,                                 
|------------------------------------------------------------- | ------------------------------------------------------------------------------------------
|                                                              |                                                                                           
|                                                              | (in millions of U.S. dollars and millions of constant
 Mexican pesos at December 31, 2004)
|                                                              |                                                                                           
|                                                              | 2004                                                                                      
|                                                              |                                                                                           
|Net resources generated by operations                         | $  711                                                                                    
|Net resources used in investing activities(1)(2)              | (159)                                                                                     
|Net resources obtained from (used in) financing activities(2) | (452)                                                                                     
|Dividends declared and paid                                   | (48)                                                                                      

______________________


|(1) | Includes
property, plant and equipment plus deferred charges and investment in shares.
|--- | --------------------------------------------------------------------------------------

|(2) | The
increase in 2003 reflects the acquisition of Panamco and the corresponding financing.
|--- | -----------------------------------------------------------------------------------------

58

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Contractual Obligations

The table below sets
forth our contractual obligations as of December 31, 2004:

|                                                                    |                                       
|------------------------------------------------------------------- | --------------------------------------
|                                                                    | Maturity(in millions of Mexican pesos)
|                                                                    | Less than1 year                       
|                                                                   
|Long-Term Debt                                                     
|Mexican pesos(1)                                                    | Ps.  2,750                            
|U.S. dollars(1)                                                     |                                      
|Colombian pesos                                                     | 307                                   
|Capital Leases                                                     
|U.S. dollars                                                        | 7                                     
|Interest Payments(2)                                               
|Mexican pesos                                                       | 1,456                                 
|U.S. dollars                                                        | 498                                   
|Colombian pesos                                                     | 68                                    
|Interest Rate Swaps(3)                                             
|Mexican pesos                                                       | (160)                                 
|U.S. dollars                                                        | 177                                   
|Cross Currency and Interest Rate Swaps                              | 115                                   
|(U.S. dollars to Mexican pesos)(4)                                 
|Operating Leases                                                   
|Mexican pesos                                                       | 96                                    
|U.S. dollars                                                        | 41                                    
|Guatemalan quetzals                                                 | 9                                     
|Nicaraguan cordobas                                                 | 4                                     
|Colombian pesos                                                     | 8                                     
|Brazilian reals                                                     | 43                                    
|                                                                   
|Price Commodity Contracts                                          
|U.S. dollars                                                        | 6                                     
|Expected Benefits to be Paid for Pension Plan and Seniority Premium | 35                                    
|Other Long-Term Liabilities(5)                                      |                                      
|                                                                   

______________________


|(1) | Includes
the effect of the cross currency swaps, pursuant to which US$ 140 million of U.S.
dollar-denominated long-term debt is swapped to Mexican pesos in the amount of Ps. 1,560
million.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) | Interest
was calculated using long-term debt as of and nominal interest rate amounts in effect on
December 31, 2004.  Liabilities denominated in U.S. dollars were translated to Mexican
pesos at an exchange            rate of Ps. 11.146 per U.S. dollar, the exchange rate
quoted to us by dealers for the settlement of obligations in foreign currencies on
December 31, 2004 and were not restated in constant Mexican pesos at            December
31, 2004.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(3) | Reflects
the amount of future payments that we would be required to make.  The amounts were
calculated by applying the difference between the interest rate swaps and the nominal
interest rates contracted to            long-term debt at December 31, 2004.  Liabilities
denominated in U.S. dollars were translated to Mexican pesos as described in footnote (1)
above.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(4) | Includes
(1) the cross-currency swaps from U.S. dollars to Mexican pesos with respect to US$ 140
million of U.S. dollar-denominated debt using the contracted exchange rate of Ps. 11.168
per U.S. dollar and (2)            the interest rate swaps from a variable U.S. dollar
interest rate to a fixed Mexican peso rate, which have averages of 2.9% and 10.0%,
respectively.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(5) | Other
long-term liabilities reflects liabilities whose maturity dates are undefined and depends
on a series of circumstances out of our control, therefore these liabilities have been
considered to have a            maturity of more than five years.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

59

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Debt Structure

The following chart
sets forth the current debt breakdown of the company and its subsidiaries by currency and
interest rate type as of December 31, 2004:

|Currency            | Percentage of Total Debt(1) | Average Nominal Rate(2) | Average Adjusted
Rate(1) (3)
|------------------- | --------------------------- | ----------------------- | ----------------------------
|                   
|U.S. dollars        | 23.60%                      |                         | 6.69%                       
|Mexican pesos       | 72.80%                      |                         | 9.46%                       
|Colombian pesos     | 2.70%                       |                         | 10.10%                      
|Venezuelan bolivars | 0.30%                       |                         | 11.00%                      
|Argentine pesos     | 0.50%                       |                         | 5.36%                       

______________________


|(1) | Includes
the effect of the cross currency swaps from U.S. dollars to Mexican pesos.
|--- | -----------------------------------------------------------------------------------

|(2) | Annualized
average interest rate per currency as of December 31, 2004.
|--- | ----------------------------------------------------------------------

|(3) | Annual
average interest rate per currency as of December 31, 2004 after giving effect to
interest rate swaps.  See Item 11.  Quantitative and Qualitative Disclosures about
Market                              RiskInterest Rate Risk.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Summary of Significant
Debt Instruments

The following is a
brief summary of our significant long-term indebtedness with restrictive covenants
outstanding as of December 31, 2004:

8.95% Notes Due 2006.On October 28, 1996, we entered into an indenture pursuant to which we issued 8.95%
Notes due 2006 in the amount of US$ 200 million (Ps. 2,229 million). The indenture
imposes certain conditions upon a consolidation or merger by us and restricts the
incurrence of liens and sale and leaseback transactions. In addition, upon a change of
control, which is defined as the failure of The Coca-Cola Company to hold at least 25% of
our capital stock with voting rights, we are required to make an offer to repurchase the
notes at their face value.

7.25% Notes Due 2009.On July 11, 1997, our subsidiary Panamco issued 7.25% Senior Notes Due 2009, of which
US$ 290 million (Ps. 3,232 million) remain outstanding as of December 31, 2004. We
guaranteed these notes on October 15, 2003. The indenture imposes certain conditions
upon a consolidation or merger by us or Panamco and restricts the incurrence of liens and
sale and leaseback transactions by Panamco.

Bank Loans.During
2004, we entered into a number of loans with individual banks in Mexican pesos and U.S.
dollars with an aggregate principal amount of Ps 5,200 million and US$ 165 million (Ps. 1,839
million), respectively. These loans contain restrictions on liens, fundamental changes
such as mergers and certain asset sales and subsidiary indebtedness. In addition, we are
required to maintain a minimum interest expense coverage ratio and comply with a maximum
leverage ratio. Finally, there is an event of default upon a change of control, which is
defined as the failure of The Coca-Cola Company to hold at least 25% of our capital stock
with voting rights.

60

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Certificados Bursátiles.During 2003, we established a program for and issued the following certificados bursátilesin the Mexican capital markets:

|Issue Date | Maturity | Amount             | Rate                    
|---------- | -------- | ------------------ | ------------------------
|          
|          
|2003       | 2005(1)  | Ps.  2,750 million | 28 day TIIE(2)+ 50 bps  
|2003       | 2007     | Ps.  2,000 million | 28 day TIIE(2)+ 55 bps  
|2003       | 2008     | Ps.  1,250 million | 182 day CETE(3)+ 120 bps
|2003       | 2008     | Ps.  2,500 million | 91 day CETE(3)+ 115 bps 
|2003       | 2009     | Ps.  500 million   | 9.90% Fixed             
|2003       | 2010     | Ps.  1,000 million | 10.4% Fixed             

______________________


|(1) | July
15, 2005.
|--- | --------------

|(2) | TIIE
means the Tasa de Interés Interbancaria de Equilibrio(the Equilibrium Interbank Interest
Rate).
|--- | ----------------------------------------------------------------------------------------------------

|(3) | CETE
means the Certificados de Tesorería del Gobierno Federal(the Federal Government Treasury
Certificates).
|--- | ------------------------------------------------------------------------------------------------------------

The certificados bursátiles
contain restrictions on the incurrence of liens and accelerate upon the occurrence of an
event of default, including a change of control, which is defined as the failure of The
Coca-Cola Company to hold at least 25% of our capital stock with voting rights.

We are in compliance
with all of our restrictive covenants as of December 31, 2004.  A significant and
prolonged deterioration in our consolidated results of operations could cause us to cease
to be in compliance under certain indebtedness in the future.  We can provide no
assurances that we will be able to incur indebtedness or to refinance existing
indebtedness on similar terms in the future.

Off-Balance Sheet
Arrangements

We do not have any
off-balance sheet arrangements.

Contingencies

We have various loss
contingencies, for which reserves have been recorded in those cases where we believe the
results of an unfavorable resolution is probable.  See Item 8.  Financial InformationConsolidated
Statements and Other Financial InformationLegal Proceedings.  Most of these loss
contingencies have been recorded as reserves against intangibles recorded as a result of
the Panamco acquisition.  Any amounts required to be paid in connection with these loss
contingencies would be required to be paid from available cash.  The following table
presents the nature and amount of the recorded loss contingencies as of December 31, 2004:

|      | Short-Term | Long-Term  | Total     
|----- | ---------- | ---------- | ----------
|      |           
|Tax   | Ps.  97    | Ps.  1,144 | Ps.  1,241
|Legal |           | 163        | 163       
|Labor | 60         | 219        | 279       
|      |           
|Total | Ps.  157   | Ps.  1,526 | Ps.  1,683
|      |           

We have other loss
contingencies for which we have not recorded a reserve.  These contingencies or our
assessment of them may change in the future, and we may record reserves or be required to
pay amounts in respect of these contingencies.

61

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Capital Expenditures

The following table
sets forth our capital expenditures, including investment in property, plant and
equipment, bottles and cases and deferred charges, for the periods indicated on a
consolidated and by segment basis:

Consolidated Capital
Expenditures

|                                       | Year Ended December 31,                                  
|-------------------------------------- | ---------------------------------------------------------
|                                       |                                                          
|                                       | 2004                                                     
|                                       |                                                          
|                                       | (millions of constant Mexican pesos at December 31, 2004)
|Property, plant and equipment          | Ps.  916                                                 
|Bottles and cases                      | 431                                                      
|Deferred charges and other investments | 582                                                      
|                                       |                                                          
|Total                                  | Ps.  1,929                                               
|                                       |                                                          

Capital Expenditures by
Segment

|                | Year Ended December 31,                                  
|--------------- | ---------------------------------------------------------
|                |                                                          
|                | 2004                                                     
|                |                                                          
|                | (millions of constant Mexican pesos at December 31, 2004)
|Mexico          | Ps.  1,102                                               
|Central America | 164                                                      
|Colombia        | 120                                                      
|Venezuela       | 240                                                      
|Brazil          | 250                                                      
|Argentina       | 53                                                       
|                |                                                          
|Total           | Ps.  1,929                                               
|                |                                                          

Our capital
expenditures in 2004 focused on integration of the acquired territories, placing
refrigeration equipment with retailers and investments in returnable bottles and cases,
increasing plant operating efficiencies, improving the efficiency of our distribution
infrastructure and advancing information technology.  Through these measures, we strive
to improve our profit margins and overall profitability.

We estimate that our
capital expenditures in 2005 will be approximately US$ 200 million (Ps. 2,229 million).
 Our capital expenditures in 2005 are primarily intended for:

- investments in
returnable bottles and cases;

- market
investments (primarily for the placement of refrigeration equipment); and

- improvements
in our manufacturing facilities and throughout our logistics network.

We estimate that a
majority of our projected capital expenditures for 2005 will be spent in our Mexican
territories.  We believe that internally generated funds will be sufficient to meet our
budgeted capital expenditure for 2005.  Our capital expenditure plan for 2005 may change
based on market and other conditions and our results of operations and financial
resources.

Historically, The
Coca-Cola Company has contributed to our capital expenditure program. We generally
utilize these contributions for the placement of refrigeration equipment with customers,
particularly in Mexico, and other initiatives that promote volume growth of Coca-Colatrademark beverages. Such payments may result in a reduction in our selling
expenditures. Contributions by The Coca-Cola Company are made on a discretionary basis.
Although we

62

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believe that The
Coca-Cola Company will make additional contributions in the future to assist our capital
expenditure program, we can give no assurance that any such contributions will be made.

Hedging Activities

We hold or issue
derivative instruments to hedge our exposure to market risks related to changes in
interest rates, foreign currency exchange rates, equity risk and commodity price risk.
 See Item 11.  Quantitative and Qualitative Disclosures about Market Risk.

The following table
provides a summary of the fair value of derivative instruments as of December 31, 2004.
 The fair market value is obtained mainly from external sources, which are also our
counterparties to the relevant contracts.

|                                  | Fair Value
At December 31, 2004
(in millions of constant Mexican pesos)
|--------------------------------- | -----------------------------------------------------------------------
|                                  |                                                                        
|                                  | Maturity less than 1 year                                              
|                                  |                                                                        
|Prices quoted by external sources |                                                                       

U.S. GAAP
Reconciliation

The principal
differences between Mexican GAAP and U.S. GAAP that affect our net income and stockholders equity
relate to the accounting for:

- deferred
income taxes and deferred employee profit sharing;

- deferred
promotional expenses;

- restatement of
imported machinery and equipment;

- amortization
of intangible assets;

- financial
instruments;

- capitalization
of integral cost of financing; and

- the pension
plan.

A more detailed
description of the differences between Mexican GAAP and U.S. GAAP as they relate to us
and a reconciliation of majority net income and majority stockholders equity under
Mexican GAAP to net income and stockholders equity under U.S. GAAP are contained in
Notes 25 and 26 to our consolidated financial statements.  Note 25(b) also describes
certain presentation differences between Mexican GAAP and U.S. GAAP.

Pursuant to Mexican
GAAP, our consolidated financial statements recognize certain effects of inflation in
accordance with Bulletins B-10 and B-12.  These effects were not reversed in the
reconciliation to U.S. GAAP.

Under U.S. GAAP, we
had net income of Ps. 5,758 million in 2004, Ps. 2,418 million in 2003 and Ps. 2,761
million in 2002.  Net income as reconciled to U.S. GAAP was higher than majority net
income as reported under Mexican GAAP by Ps. 354 million in 2004, lower by Ps. 45 million
in 2003 and lower by Ps. 39 million in 2002.

Stockholders equity
under U.S. GAAP was Ps. 29,268 million, Ps. 23,193 million and Ps. 9,777 million in 2004,
2003 and 2002, respectively.  Compared to majority stockholders equity under Mexican
GAAP, stockholders

63

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equity under U.S. GAAP
was lower by Ps. 132 million, Ps. 927 million and Ps. 804 million in 2004, 2003 and 2002,
respectively.

64

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Table of Contents

Item 6.  Directors,
Senior Management and Employees

Directors

Management of our
business is vested in our board of directors.  Our bylaws provide that our board of
directors will consist of at least eighteen directors elected at the annual ordinary
shareholders meeting for renewable terms of one year.  Our board of directors currently
consists of 18 directors and 18 alternate directors.  The directors are elected as
follows: 11 directors and their respective alternate directors are elected by holders of
the Series A Shares voting as a class; four directors and their respective alternate
directors are elected by holders of the Series D Shares voting as a class; and three
directors and their respective alternate directors are elected by holders of the Series L
Shares voting as a class.  Directors may only be elected by a majority of shareholders of
the appropriate series, voting as a class, represented at the meeting of shareholders.

In addition, holders
of any series of our shares that do not vote in favor of the directors elected, either
individually or acting together with other dissenting shareholders of any series, are
entitled to elect one additional director and the corresponding alternate director for
each 10% of our outstanding capital stock held by such individual or group.  Any
directors and alternate directors elected by dissenting shareholders will be in addition
to those elected by the majority of the holders of Series A Shares, Series D Shares and
Series L Shares.

Our bylaws provide
that the board of directors shall meet at least four times a year.  Actions by the board
of directors must be approved by at least a majority of the directors present and voting,
which (except under certain limited circumstances) must include at least two directors
elected by the Series D shareholders.  See Item 7.  Major Shareholders and Related Party
TransactionsMajor ShareholdersThe Shareholders Agreement.

See Item 7.  Major
Shareholders and Related Party TransactionsRelated Party Transactions for information
on relationships with certain directors and senior management.

As of March 11, 2005,
our board of directors had the following members:

|Series A Directors                 |                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|---------------------------------- | --------------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|José Antonio Fernández Carbajal(1) | Born:                 | February 1954                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|Director                           | First elected:        | 1993                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|                                   | Term expires:         | 2006                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|                                   | Principal occupation: | Chief Executive Officer, FEMSA.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|                                   | Other directorships:  | Chairman of the board of FEMSA.  Vice-Chairman of
                                                                                                            the board of Instituto Tecnológico de Estudios
                                                                                                            Superiores de Monterrey, which we refer to as
                                                                                                            ITESM, Member of the boards of directors of Grupo
                                                                                                            Financiero BBVA Bancomer and Grupo Industrial
                                                                                                            Bimbo.
|                                   | Business experience:  | Held directorships at FEMSA Cervezas Commercial
                                                                                                            Division and the Oxxo Retail Chain.  Has experience
                                                                                                            in the strategic planning department of FEMSA and
                                                                                                            has been involved in many managerial and
                                                                                                            operational aspects of FEMSAs businesses.                                                                                                                       

65

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|Series A Directors     |                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|---------------------- | --------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                       | Education:            | Holds a degree in Industrial Engineering and an MBA from ITESM.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|                       | Alternate director:   | Alfredo Livas Cantú                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|                       |                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|Alfonso Garza Garza(2) | Born:                 | July 1962                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|Director               | First elected:        | 1996                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|                       | Term expires:         | 2006                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|                       | Principal occupation: | Executive Vice-President of Human Resources, FEMSA.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|                       | Other directorships:  | Alternate director of FEMSA and member of the
                                                                                                            boards of directors of the Hospital San José Tec de
                                                                                                            Monterrey.                                                                                                                                                                                                                                                                                                                                              
|                       | Business experience:  | Has experience in several FEMSA business units and
                                                                                                            departments, including Domestic Sales,
                                                                                                            International Sales, Procurement and Marketing,
                                                                                                            mainly in FEMSA Empaques, FEMSA Cerveza and was
                                                                                                            General Director of FEMSA Empaques.     
|                       | Education:            | Holds a degree in Industrial Engineering from ITESM
                                                                                                            and an MBA from Instituto Panamericano de Alta
                                                                                                            Dirección de Empresa, which we refer to as IPADE.                                                                                                                                                                                                                                                                                                      
|                       | Alternate director:   | Mariana Garza de Treviño                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                       |                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|José Luis Cutrale      | Born:                 | September 1946                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|Director               | First elected:        | 2004                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|                       | Term expires:         | 2006                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|                       | Principal occupation: | General Director of Sucocitrico Cutrale.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                       | Other directorships:  | Member of the boards of directors of Cutrale North                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|                       | Business experience:  | America, Cutrale Citrus Juice, and Citrus Products.
                                                                                        Founding partner of Sucocitrico Cutrale and member
                                                                                                            of ABECITRUS (the Brazilian Association of Citrus
                                                                                                            Exporters) and CDES (the Brazilian Governments
                                                                                                            Counsel for Economic and Social Development).
|                       | Alternate director:   | José Luis Cutrale, Jr.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|                       |                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|Carlos Salazar Lomelín | Born:                 | April 1951                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|Director               | First elected:        | 2001                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|                       | Term expires:         | 2006                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|                       | Principal occupation: | Chief Executive Officer, Coca-Cola FEMSA.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         

66

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|Series A Directors            |                       |                                                                                                                                                                                                                                                    
|----------------------------- | --------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                              | Business experience:  | Has held managerial positions in several FEMSA subsidiaries, including Grafo Regia and Plásticos Técnicos Mexicanos.
Served as Chief Executive Officer of FEMSA Cerveza until 2000.                                                                
|                              | Education:            | Holds a degree in Economics from ITESM, a graduate degree in Economic Development in Italy from the
Instituto di Studio per lo Suiluppo and Cassa di Risparino delle Provincie Lambarda and an MBA from ITESM.                                     
|                              | Alternate director:   | Ricardo González Sada                                                                                                                                                                                                                              
|                              |                       |                                                                                                                                                                                                                                                    
|Ricardo Guajardo Touché       | Born:                 | May 1948                                                                                                                                                                                                                                           
|Director                      | First elected:        | 1993                                                                                                                                                                                                                                               
|                              | Term expires:         | 2006                                                                                                                                                                                                                                               
|                              | Principal occupation: | Member of the board and Chairman of the audit committee of Grupo Financiero BBVA Bancomer.                                                                                                                                                         
|                              | Other directorships:  | Member of the boards of directors of El Puerto de
Liverpool, Transportación Marítima Mexicana, Grupo Industrial Alfa, Grupo Aeroportuario del Sureste, and ITESM. Executive directorships in the
 financial divisions of Grupo AXA and Grupo VAMSA.
|                              | Business experience:  | Has experience in various positions in Grupo Visa.                                                                                                                                                                                                 
|                              | Education:            | Holds degrees in Electrical Engineering from ITESM
and the University of Wisconsin and a Masters Degree from the University of California at Berkeley.                                                                                             
|                              | Alternate director:   | Max Michel Suberville                                                                                                                                                                                                                              
|                              |                       |                                                                                                                                                                                                                                                    
|Paulina Garza de Marroquín(3) | Born:                 | March 1972                                                                                                                                                                                                                                         
|Director                      | First elected:        | 2005                                                                                                                                                                                                                                               
|                              | Term expires:         | 2006                                                                                                                                                                                                                                               
|                              | Principal occupation: | Director, FEMSA.                                                                                                                                                                                                                                   
|                              | Other directorships:  | Member of the boards of directors of Pronatura del
Noreste and Patronato de Chipinque.                                                                                                                                                             
|                              | Business experience:  | Has experience in private banking and marketing.
Held different positions at Grupo Financiero BBVA Bancomer and FEMSA Cerveza.                                                                                                                     
|                              | Education:            | Holds a degree in Business Administration from ITESM.                                                                                                                                                                                              
|                              | Alternate director:   | Eva Garza de Fernández(4)                                                                                                                                                                                                                          

67

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|Series A Directors    |                       |                                                                                                                                                                                                                                                                            
|--------------------- | --------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Federico Reyes García | Born:                 | September 1945                                                                                                                                                                                                                                                             
|Director              | First elected:        | 1993                                                                                                                                                                                                                                                                       
|                      | Term expires:         | 2006                                                                                                                                                                                                                                                                       
|                      | Principal occupation: | Executive Vice President of Finance and Corporate Development of FEMSA.                                                                                                                                                                                                    
|                      | Business experience:  | Served as the Director of Corporate Development of
FEMSA, Director of Corporate Staff at Grupo AXA, a major manufacturer of electrical equipment, and
Chief Executive Officer of Seguros Monterrey and Fianzas Monterrey. Has extensive experience in the insurance sector.
|                      | Education:            | Holds a degree in Business and Finance from ITESM.                                                                                                                                                                                                                         
|                      | Alternate director:   | Alejandro Bailleres Gual                                                                                                                                                                                                                                                   
|                      |                       |                                                                                                                                                                                                                                                                            
|Eduardo Padilla Silva | Born:                 | January 1955                                                                                                                                                                                                                                                               
|Director              | First elected:        | 1997                                                                                                                                                                                                                                                                       
|                      | Term expires:         | 2006                                                                                                                                                                                                                                                                       
|                      | Principal occupation: | Chief Executive Officer, FEMSA Comercio.                                                                                                                                                                                                                                   
|                      | Other directorships:  | Member of the boards of directors of Club
Industrial, Casino de Monterrey and the Asociación Nacional de Tiendas de Conveniencia y Departamentales.                                                                                                                        
|                      | Business experience:  | Held a variety of positions at Grupo Alfa and
served as FEMSAs Chief Executive Officer of the Trade Division, Director of FEMSAs Planning and
Control and Chief Executive Officer of Terza.                                                                              
|                      | Education:            | Holds a degree in Mechanical Engineering from ITESM
and an MBA from Cornell University.                                                                                                                                                                                    
|                      | Alternate director:   | Francisco José Calderón Rojas                                                                                                                                                                                                                                              
|                      |                       |                                                                                                                                                                                                                                                                            
|Armando Garza Sada(2) | Born:                 | June 1957                                                                                                                                                                                                                                                                  
|Director              | First elected:        | 1998                                                                                                                                                                                                                                                                       
|                      | Term expires:         | 2006                                                                                                                                                                                                                                                                       
|                      | Principal occupation: | Chief Executive Officer, Versax.                                                                                                                                                                                                                                           
|                      | Other directorships:  | Member of the boards of directors of Alfa, Bain &
 Company Mexico, Especialidades Cerveceras, Gigante, Lamosa, Liverpool, MVS and ITESM.                                                                                                                                   

68

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|Series A Directors     |                       |                                                                                                                                                                                                                           
|---------------------- | --------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                       | Business experience:  | Served as President of Sigma, the food division of
Alfa, and has held other executive positions in Alfa including Vice President of Corporate Planning
and President of Polioles, a petrochemical joint venture with BASF.
|                       | Education:            | Holds a degree in Management from the Massachusetts
Institute of Technology and an MBA from the Stanford Graduate School of Business.                                                                                     
|                       | Alternate director:   | Francisco Garza Zambrano                                                                                                                                                                                                  
|                       |                       |                                                                                                                                                                                                                           
|Daniel Servitje Montul | Born:                 | April 1959                                                                                                                                                                                                                
|Director               | First elected:        | 1998                                                                                                                                                                                                                      
|                       | Term expires:         | 2006                                                                                                                                                                                                                      
|                       | Principal occupation: | Chief Executive Officer, Grupo Industrial Bimbo.                                                                                                                                                                          
|                       | Other directorships:  | Member of the boards of directors of Banco Nacional
de Mexico, Grupo Bimbo and Transforma Mexico.                                                                                                                         
|                       | Business experience:  | Served as Vice President of Grupo Bimbo.                                                                                                                                                                                  
|                       | Education:            | Holds a degree in Business from the Universidad
Iberoamericana in Mexico and an MBA from the Stanford Graduate School of Business.                                                                                        
|                       | Alternate director:   | Guillermo Chávez Eckstein                                                                                                                                                                                                 
|                       |                       |                                                                                                                                                                                                                           
|Enrique Senior         | Born:                 | August 1943                                                                                                                                                                                                               
|Director               | First elected:        | 2004                                                                                                                                                                                                                      
|                       | Term expires:         | 2006                                                                                                                                                                                                                      
|                       | Principal occupation: | Investment Banker, Allen & Company.                                                                                                                                                                                       
|                       | Other directorship:   | Member of the boards of Televisa and Premier Retail Networks.                                                                                                                                                             
|                       | Business experience:  | Among other clients, has provided financial
advisory services to FEMSA and Coca-Cola FEMSA.                                                                                                                               
|                       | Alternate director:   | Herbert Allen III                                                                                                                                                                                                         
|                       |                       |                                                                                                                                                                                                                           
|                       |                       |                                                                                                                                                                                                                           
|Series D Directors     |                       |                                                                                                                                                                                                                           
|                       |                       |                                                                                                                                                                                                                           
|Gary Fayard            | Born:                 | April 1952                                                                                                                                                                                                                
|Director               | First elected:        | 2003                                                                                                                                                                                                                      
|                       | Term expires:         | 2006                                                                                                                                                                                                                      
|                       | Principal occupation: | Chief Financial Officer, The Coca-Cola Company.                                                                                                                                                                           

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|Series D Directors     |                       |                                                                                                                        
|---------------------- | --------------------- | -----------------------------------------------------------------------------------------------------------------------
|                       | Other directorships:  | Member of the boards of directors of
Coca-Cola Enterprises and Coca- Cola Sabco.                                       
|                       | Business experience:  | Senior Vice-President of The Coca-Cola Company
and former Partner of Ernst & Young.                                    
|                       | Education:            | Holds a CPA from the University of Alabama.                                                                            
|                       | Alternate director:   | David Taggart                                                                                                          
|                       |                       |                                                                                                                        
|Irial Finan            | Born:                 | June 1957                                                                                                              
|Director               | First elected:        | 2004                                                                                                                   
|                       | Term expires:         | 2006                                                                                                                   
|                       | Principal occupation: | President of Bottling Investments, The Coca-Cola Company.                                                              
|                       | Other directorships:  | Member of the Board of Directors of Coca-Cola
Enterprises and Altracel Pharmaceuticals.                                
|                       | Business experience:  | Chief Executive Officer of Coca-Cola Hellenic. Has
experience in several Coca-Cola bottlers, mainly in Europe.         
|                       | Education:            | Holds a Bachelors degree from National University of Ireland.                                                         
|                       | Alternate director:   | Mark Harden                                                                                                            
|                       |                       |                                                                                                                        
|Charles H. McTier      | Born:                 | January 1939                                                                                                           
|Director               | First elected:        | 1998                                                                                                                   
|                       | Term expires:         | 2006                                                                                                                   
|                       | Principal occupation: | President, Robert W. Woodruff Foundation.                                                                              
|                       | Other directorships:  | Member of the board of directors of the SunTrust Bank of Georgia.                                                      
|                       | Business experience:  | President of Joseph B. Whitehead Foundation, The
Lettie Pate Evans Foundation and The Lettie Pate Whitehead Foundation.
|                       | Education:            | Holds a degree in Business Administration from Emory University.                                                       
|                       | Alternate director:   | Charles B. Fruit                                                                                                       
|                       |                       |                                                                                                                        
|Bárbara Garza Gonda(3) | Born:                 | December 1959                                                                                                          
|Director               | First elected:        | 2005                                                                                                                   
|                       | Term expires:         | 2006                                                                                                                   
|                       | Principal occupation: | President of Fundación Cultural Bancomer.                                                                              
|                       | Other directorships:  | Alternate member of the boards of FEMSA and Grupo
Financiero BBVA Bancomer.                                            
|                       | Business experience:  | Has experience in finance.                                                                                             
|                       | Education:            | Holds a degree in Business Administration and a
Masters in Administration from ITESM.                                  

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|Series D Directors           |                       |                                                                                                                                                   
|---------------------------- | --------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------
|                             | Alternate director:   | Geoffrey J. Kelly                                                                                                                                 
|                             |                       |                                                                                                                                                   
|                             |                       |                                                                                                                                                   
|Series L Directors           |                       |                                                                                                                                                   
|                             |                       |                                                                                                                                                   
|Alexis E. Rovzar de la Torre | Born:                 | July 1951                                                                                                                                         
|Director                     | First elected:        | 1993                                                                                                                                              
|                             | Term expires:         | 2006                                                                                                                                              
|                             | Principal occupation: | Executive Partner, White & Case.                                                                                                                  
|                             | Other directorships:  | Member of the boards of directors of FEMSA,
Deutsche Bank (Mexico), Grupo Industrial Bimbo, Grupo ACIR, Comex, Comsa and Ray & Berndtseon.        
|                             | Business experience:  | Has experience in numerous international business
transactions, including joint ventures, debt to capital swaps and many other financial projects.
|                             | Education:            | Holds a degree in Law from UNAM.                                                                                                                  
|                             | Alternate director:   | Arturo Estrada Treanor                                                                                                                            
|                             |                       |                                                                                                                                                   
|José Manuel Canal Hernando   | Born:                 | February 1940                                                                                                                                     
|Director                     | First elected:        | 2003                                                                                                                                              
|                             | Term expires:         | 2006                                                                                                                                              
|                             | Principal occupation: | Independent consultant.                                                                                                                           
|                             | Other directorships:  | Member of the boards of directors of FEMSA and
FEMSA Cerveza.                                                                                     
|                             | Business experience:  | Served as Managing Partner of Ruiz, Urquiza y Cía.                                                                                                
|                             | Alternate director:   | Helmut Paul                                                                                                                                       
|                             |                       |                                                                                                                                                   
|Francisco Zambrano Rodríguez | Born:                 | January 1953                                                                                                                                      
|Director                     | First elected:        | 2003                                                                                                                                              
|                             | Term expires:         | 2006                                                                                                                                              
|                             | Principal occupation: | Vice President, Desarollo Inmobiliario y de Valores.                                                                                              
|                             | Other directorships:  | Member of the board of directors of several Mexican
companies, including Desarrollo Inmobiliario y de Valores and Internacional de Inversiones.   
|                             | Business experience:  | Has extensive experience in investment banking and
private investment services in México.                                                         
|                             | Alternate director:   | Karl Frei                                                                                                                                         

______________________


|(1) | Son-in-law of Eugenio Garza Lagüera.                                                   
|--- | ---------------------------------------------------------------------------------------
|(2) | Nephew of Eugenio Garza Lagüera.                                                       
|(3) | Daughter of Eugenio Garza Lagüera and sister-in-law of José Antonio Fernández Carbajal.
|(4) | Daughter of Eugenio Garza Lagüera and wife of José Antonio Fernández Carbajal.         

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Eugenio Garza Lagüera
is the Honorary (non-voting) Life Chairman of our board of directors.  The secretary of
the board of directors is Carlos Eduardo Aldrete Ancira and the alternate secretary of
the board is David A. González Vessi.

On June 8, 2004, a
group of Brazilian investors, among them José Luis Cutrale, a member of our board of
directors, made a capital contribution equivalent to approximately US$50 million to our
Brazilian operations in exchange for a 16.9% equity stake in these operations.  We have
entered into an agreement with Mr. Cutrale pursuant to which he will be invited to serve
as a director of our company.  The agreement also provides for a right of first offer on
transfers by the investors, tag-along and drag-along rights and certain rights upon a
change of control of either party, with respect to our Brazilian operations.

Statutory Examiners

Under Mexican law, a
statutory examiner must be elected by the shareholders at the annual ordinary
shareholders meeting for a term of one year.  We currently have two statutory examiners,
one elected by the holders of Series A Shares and one by the holders of Series D Shares,
and two alternate statutory examiners, one elected by the holders of Series A Shares and
one by the holders of Series D Shares.  Mexican law also requires that the statutory
examiners receive periodic reports from our board of directors regarding material aspects
of our affairs, including our financial condition.  The primary role of the statutory
examiners is to report to our shareholders at the annual ordinary shareholders meeting on
the accuracy of the financial information presented to such statutory examiners by the
board of directors.  Our Series A statutory examiner is Ernesto González Dávila and our
Series D statutory examiner is Fausto Sandoval Amaya.  Our alternate Series A statutory
examiner is Ernesto Cruz Velázquez de León and our alternate Series D statutory examiner
is Víctor Soulé García.

Executive Officers

As of March 11, 2005,
the following are the principal executive officers of our company:

|Carlos Salazar Lomelín(1) | Born:                          | April 1951                                                                                                                                                                                                                                                               
|------------------------- | ------------------------------ | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Chief Executive Officer   | Joined:                        | 2000                                                                                                                                                                                                                                                                     
|                          | Appointed to current position: | 2000                                                                                                                                                                                                                                                                     
|                          |                                |                                                                                                                                                                                                                                                                          
|Ernesto Torres Arriaga    | Born:                          | July 1936                                                                                                                                                                                                                                                                
|Vice President            | Joined:                        | 1979                                                                                                                                                                                                                                                                     
|                          | Appointed to current position: | 1995                                                                                                                                                                                                                                                                     
|                          | Business experience with us:   | Production Manager of Industria Embotelladora de México.                                                                                                                                                                                                                 
|                          | Other business experience:     | Director of Production for the State of Mexico.  Extensive experience at various bottler plants in Mexico, where he held
several positions in the production, technical and logistics areas, eventually becoming General Manager of Sales, Production
and Administration.
|                          | Education:                     | Holds a degree in Food Engineering from Kansas State University.                                                                                                                                                                                                         
|                          |                                |                                                                                                                                                                                                                                                                          
|Héctor Treviño Gutiérrez  | Born:                          | August 1956                                                                                                                                                                                                                                                              
|Chief Financial and       | Joined:                        | 1993                                                                                                                                                                                                                                                                     
|Administrative Officer    | Appointed to current position: | 1993                                                                                                                                                                                                                                                                     
|                          | Business experience with us:   | Headed Corporate Development department.                                                                                                                                                                                                                                 
|                          | Other business experience:     | At FEMSA, was in charge of                                                                                                                                                                                                                                               

72

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|                         |                                | International Financing,
served as General Manager of Financial Planning and General Manager of Strategic Planning.                                                                                                                                                                                                                                            
|------------------------ | ------------------------------ | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                         | Education:                     | Holds a degree in Chemical and Administrative
Engineering from ITESM and an MBA from the Wharton School of Business.                                                                                                                                                                                                                                           
|                         |                                |                                                                                                                                                                                                                                                                                                                                                                
|Rafael Suárez Olaguibel  | Born:                          | April 1960                                                                                                                                                                                                                                                                                                                                                     
|Commercial Planning      | Joined:                        | 1986                                                                                                                                                                                                                                                                                                                                                           
|and Strategic            | Appointed to current position: | 2003                                                                                                                                                                                                                                                                                                                                                           
|Development Officer      | Business experience with us:   | Has held several director positions with us, including Chief Operating Officer in Mexico, Planning and Projects Director,
Corporate Marketing Manager for the Valley of Mexico and Director of Marketing.  Also served as Distribution and Marketing
Director of FEMSAs soft drink division and as Chief Operating Officer of Coca-Cola FEMSA de Buenos Aires.
|                         | Other business experience:     | Has worked in the Administrative, Distribution
and Marketing departments of The Cola-Cola Export Company.                                                                                                                                                                                                                                                      
|                         | Education:                     | Holds a degree in Economics from ITESM.                                                                                                                                                                                                                                                                                                                        
|                         |                                |                                                                                                                                                                                                                                                                                                                                                                
|Alejandro Duncan         | Born:                          | May 1957                                                                                                                                                                                                                                                                                                                                                       
|Technical Officer        | Joined:                        | 1995                                                                                                                                                                                                                                                                                                                                                           
|                         | Appointed to current position: | 2002                                                                                                                                                                                                                                                                                                                                                           
|                         | Business experience with us:   | Infrastructure Planning Director of Mexico.                                                                                                                                                                                                                                                                                                                    
|                         | Other business experience:     | Has undertaken responsibilities in different production, logistics, engineering, project planning and manufacturing
departments of FEMSA and was a Plant Manager in central Mexico and Manufacturing Director in Buenos Aires.                                                                                                                                 
|                         | Education:                     | Holds a degree in Mechanical Engineering from ITESM and
an MBA from the Universidad de Monterrey.                                                                                                                                                                                                                                                              
|                         |                                |                                                                                                                                                                                                                                                                                                                                                                
|Eulalio Cerda Delgadillo | Born:                          | July 1958                                                                                                                                                                                                                                                                                                                                                      
|Human Resources Officer  | Joined:                        | 1996                                                                                                                                                                                                                                                                                                                                                           
|                         | Appointed to current position: | 2001                                                                                                                                                                                                                                                                                                                                                           
|                         | Business experience with us:   | Manager, positions in several departments,
including maintenance, projects, packaging and human resources.                                                                                                                                                                                                                                                     
|                         | Other business experience:     | At FEMSA Cerveza, served as New Projects Executive and worked in                                                                                                                                                                                                                                                                                               

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|                                |                                | several departments including Marketing,
Maintenance, Packaging, Bottler, Human Resources, Technical Development and Projects.                                                                                                           
|------------------------------- | ------------------------------ | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                | Education:                     | Holds a degree in Mechanical Engineering from ITESM.                                                                                                                                                                                     
|John Anthony Santa María Otazúa | Born:                          | August 1957                                                                                                                                                                                                                              
|Chief Operating Officer -       | Joined:                        | 1995                                                                                                                                                                                                                                     
|Mexico                          | Appointed to current position: | 2003                                                                                                                                                                                                                                     
|                                | Business experience with us:   | Has served as Strategic Planning and Business Development Officer and Chief Operating Officer of Mexican operations.  He has
experience in several areas of the company, namely development of new products and mergers and acquisitions.
|                                | Other business experience:     | Has experience with different bottler companies
in Mexico in areas such as Strategic Planning and General Management.                                                                                                                    
|                                | Education:                     | Holds a degree in Business Administration and an
MBA with a major in Finance from Southern Methodist University.                                                                                                                         
|Ernesto Silva Almaguer          | Born:                          | March 1953                                                                                                                                                                                                                               
|Chief Operating Officer -       | Joined:                        | 1996                                                                                                                                                                                                                                     
|Mercosur                        | Appointed to current position: | 2003                                                                                                                                                                                                                                     
|                                | Business experience with us:   | Chief Operating Officer in Buenos Aires and New
Business Development and Information Technology Director.                                                                                                                                
|                                | Other business experience:     | Has worked as General Director of Famosa and Quimiproductos, served as Vice President of International Sales at FEMSA
Empaques and Manager of FEMSAs Corporate Planning and held several positions at the Grupo Industrial ALFA.        
|                                | Education:                     | Holds a degree in Mechanical and Administrative Engineering from Universidad Autónoma de Nuevo León and an MBA from the
University of Texas at Austin.                                                                                   
|Hermilo Zuart Ruíz              | Born:                          | March 1949                                                                                                                                                                                                                               
|Chief Operating Officer        | Joined:                        | 1992                                                                                                                                                                                                                                     
|Latin Centro                    | Appointed to current position: | 2003                                                                                                                                                                                                                                     
|                                | Business experience with us:   | Chief Operating Officer in the Valley of Mexico,
Chief Operating Officer in the southeast Mexico.                                                                                                                                        

74

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| | Other business experience: | Has undertaken several responsibilities in the
manufacturing, commercialization, planning and administrative areas of FEMSA: Franquicias Officer, mainly in charge of Mundetproducts.
| | -------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Education:                 | Holds a degree in Public Accounting from UNAM and
completed a graduate course in Business Management from IPADE.                                                                     

______________________


|(1) | See Directors.
|--- | -----------------

Table of Contents

Compensation of
Directors and Officers

For the year ended
December 31, 2004, the aggregate compensation of all of our executive officers paid or
accrued for services in all capacities was approximately Ps. 126.7 million, of which
approximately Ps. 55.8 million was paid in the form of cash bonus awards.  The aggregate
compensation amount also includes bonuses paid to certain of our executive officers
pursuant to our stock incentive plan.  See Stock Incentive Plan and EVA-Based Stock
Incentive Plan.

The aggregate
compensation for directors during 2004 was Ps. 3.4 million.  For each meeting attended,
we paid Ps. 35,000 to each director in 2004.  We paid Ps. 120,000 per year to each of the
members of the Audit Committee and Ps. 7,000 per meeting attended to each of the members
of the Finance and Planning and the Evaluation and Compensation Committees.

Our senior management
and executive officers participate in our benefit plan on the same basis as our other
employees.  Members of our board of directors do not participate in our benefit plans.
 As of December 31, 2004, amounts set aside or accrued for all employees under these
retirement plans were Ps. 801 million, of which Ps. 229 million is already funded.

Table of Contents

Stock Incentive Plan

Our bonus program for
executive officers is based upon the accomplishment of certain critical success factors,
established annually by management.  The bonus is paid in cash the following year based
on the accomplishment of these goals.

From 1999 to 2003, we
instituted a compensation plan for certain key executives that consisted of granting them
an annual bonus in cash to purchase FEMSA and Coca-Cola FEMSA stock or options, based on
each executives responsibilities within the organization and his or her performance.
 Executives receiving bonuses had access to the stocks granted to them in 20% increments
in each of the five years following the granting of the bonus, beginning one year after
they were granted.  The five-year program ended in 2003, the last year shares were
granted.

As of March 11, 2005,
four administrative trusts, which administer the stock incentive plan, hold a total of
2,369,643 BD Units of FEMSA and 672,559 of our Series L Shares, each representing 0.224%
and 0.036% of the total number of shares outstanding of FEMSA and of us, respectively.

Table of Contents

EVA-Based Stock
Incentive Plan

In 2004, we commenced
a new three-year stock incentive plan for the benefit of our executive officers, which we
refer to as the EVA Stock Incentive Plan.  This new plan replaced the stock incentive
plan described above and was developed using as the main metric for evaluation the
Economic Value Added (or EVA) framework developed by Stern

75

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Stewart & Co., a
compensation consulting firm.  Under the terms of the EVA Stock Incentive Plan, eligible
executive officers are entitled to receive a special cash bonus, which will be used to
purchase a stock grant.

Under this plan, each
year our Chief Executive Officer, in conjunction with the Evaluation and Compensation
Committee of our board of directors, determine the amount of the special cash bonus used
to purchase the stock grant.  This amount will be determined based on each executive
officers level of responsibility and based on the EVA generated by the relevant business
units, Coca-Cola FEMSA and/or FEMSA.

We intend for the
stock grants to be administrated by certain trusts for the benefit of the selected
executive officers.  Under the proposed terms of the EVA Stock Incentive Plan, each time
a special bonus is assigned to an executive officer, the executive officer will
contribute the special bonus received to the administrative trust in exchange for a stock
grant.  Pursuant to the proposed plan, the administrative trust will acquire a specified
proportion of publicly traded local shares of FEMSA and Series L Shares of Coca-Cola
FEMSA on the Mexican Stock Exchange using the special bonus contributed by each executive
officer.  The ownership of the publicly traded local shares of FEMSA and the Series L
Shares of Coca-Cola FEMSA will vest upon the executive officer holding a stock grant each
year over the next five years following the date of receipt of the stock grant, at a rate
per year equivalent to 20% of the number of the publicly traded local shares of FEMSA and
Coca-Cola FEMSA Series L Shares.

As of March 11, 2005,
the trust that manages the EVA Stock Incentive Plan, holds a total of 660,328 BD Units of
FEMSA and 457,579 of our Series L Shares, each representing 0.062% and 0.025% of the
total number of shares outstanding of FEMSA and of us, respectively.

Table of Contents

Share Ownership

As of March 11, 2005,
several of our directors and alternate directors serve on the technical committee as
trust participants under the Irrevocable Trust No. F/29487-6 established at BBVA Bancomer
Servicios, S.A., as Trustee, which is the owner of 70.4% of the voting stock of FEMSA,
which in turn owns 45.7% of our outstanding capital stock.  As a result of the technical
committees internal procedures, the technical committee as a whole is deemed to have
beneficial ownership with sole voting power of all the shares deposited in the voting
trust, and the trust participants, as technical committee members, are deemed to have
beneficial ownership with shared voting power over those same deposited shares. These
directors and alternate directors are Alfonso Garza Garza, Mariana Garza de Treviño, Eva
Garza Gonda de Fernández, Max Michel Suberville and Bárbara Garza Gonda.  See Item 7.
 Major Shareholders and Related Party TransactionsMajor Shareholders.  Our Honorary
(non-voting) Life Chairman Eugenio Garza Lagüera is also a trust participant and
technical committee member.  None of our other directors, alternate directors or
executive officers is the beneficial owner of more than 1% of any class of our capital
stock.

Table of Contents

Board Practices

Our bylaws state that
the board of directors will meet at least four times a year, following the end of each
quarter, to discuss our operating results and progress in achieving strategic objectives.
 Our board of directors can also hold extraordinary meetings.  See Item 10. Additional
InformationBylaws.

Under our bylaws,
directors serve one-year terms although they continue in office until successors are
appointed.  None of the members of our board or senior management of our subsidiaries has
service agreements providing for benefits upon termination of employment.

Our board of directors
is supported by committees, which are working groups that analyze issues and provide
recommendations to the board of directors regarding their respective areas of focus.  The
executive officers interact periodically with the committees to address management
issues.  The following are the three committees of the board of directors:

|1. | Finance
and Planning Committee. The Finance and Planning Committee works with the management to
set annual and long-term strategic and financial plans of the company and monitors
adherence to these plans. It is responsible for setting our optimal capital structure of
the company and recommends the appropriate level of borrowing as well as the issuance of
securities. Financial risk management is
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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| | 
| | 

| | another responsibility
of the Finance and Planning Committee.  The members are Armando Garza Sada, Irial Finan,
Federico Reyes García,                         Ricardo Guajardo Touché and Enrique
Senior.  The Secretary of the Finance and Planning Committee is Hector Treviño
                        Gutiérrez, our Chief Financial Officer.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|2. | Audit
Committee. The Audit Committee is responsible for reviewing the accuracy and integrity
of quarterly and annual financial statements in accordance with
accounting, internal control and auditing requirements. The Audit Committee is
directly responsible for the appointment, compensation, retention
and oversight of the independent auditor, who reports directly to
the Audit Committee. The Audit Committee has implemented procedures for receiving,
retaining and addressing complaints regarding accounting,
internal control and auditing matters, including the submission of confidential,
anonymous complaints from employees regarding questionable
accounting or auditing matters. To carry out its duties, the
Audit Committee may hire independent counsel and other advisors.
As necessary, the company compensates the independent auditor
and any outside advisor hired by the Audit Committee and provides funding for ordinary
administrative expenses incurred by the Audit Committee in the
course of its duties. Alexis Rovzar de la Torre is the President of the Audit
Committee. The additional members include: Charles H. McTier, José Manuel
Canal Hernando and Francisco Zambrano Rodríguez. Each member of
the Audit Committee is an independent director, as required by the Mexican Securities
Market Law and applicable New York Stock Exchange listing
standards. The Secretary of the Audit Committee is José González Ornelas,
head of FEMSAs internal audit area.
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|3. | Evaluation
and Compensation Committee. The Evaluation and Compensation Committee, or Human
Resources Committee, reviews and recommends the management
compensation programs to ensure that they are aligned with shareholders interests and
corporate performance. The Evaluation and Compensation Committee
is also responsible for identifying suitable director and senior
management candidates and setting their compensation levels. It also develops evaluation
objectives for the Chief Executive Officer and assesses his
performance and remuneration in relation to these objectives. The members of the
Evaluation and Compensation Committee are Daniel Servitje Montul,
Gary Fayard, Alfonso Garza Garza and Ricardo González Sada. The
Secretary of the Evaluation and Compensation Committee is Eulalio Cerda Delgadillo, head
of Coca-Cola FEMSAs human resources department.
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Table of Contents

Employees

As of December 31,
2004, our headcount was as follows: 25,105 in Mexico, 5,382 in Central America, 7,658 in
Colombia, 8,179 in Venezuela, 6,779 in Brazil and 3,135 in Argentina.  We include in
headcount employees of third party distributors who we do not consider to be our
employees.  The table below sets forth headcount by category for the periods indicated:

|                                      | As of December 31,
|------------------------------------- | ------------------
|                                      |                   
|                                      | 2004              
|                                      |                   
|Executives                            | 427               
|Non-union                             | 15,409            
|Union                                 | 23,590            
|Employees of third party distributors | 16,812            
|                                      |                   
|Total                                 | 56,238            
|                                      |                   

As of December 31,
2004, approximately 60% of our employees, most of whom were employed in Mexico, were
members of labor unions.  We had 94 separate collective bargaining agreements with 31
labor unions.  In general, we have a good relationship with the labor unions throughout
our operations, except in Colombia and Venezuela, which are the subjects of significant
labor-related litigation.  See Item 8.  Financial InformationConsolidated Statements
and Other Financial InformationLegal Proceedings.  We believe we have appropriate
reserves for these litigation proceedings and do not currently expect them to have a
material adverse effect.

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Table of Contents

Insurance Policies

We maintain insurance
policies for all employees.  These policies mitigate the risk of having to pay death
benefits in the event of an industrial accident.  We maintain directors and officers insurance
policies covering all directors and certain key executive officers for liabilities
incurred in their capacities as directors and officers.

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Table of Contents

Item 7. Major
Shareholders and Related Party Transactions

Table of Contents

MAJOR SHAREHOLDERS

Our capital stock
consists of three classes of securities: Series A Shares held by FEMSA, Series D Shares
held by The Coca-Cola Company and Series L Shares held by the public.  The following
table sets forth our major shareholders as of March 11, 2005:

|Owner                                      | OutstandingCapital Stock | Percentage Ownership of
Outstanding Capital Stock | Percentage ofVoting Rights
|------------------------------------------ | ------------------------ | ------------------------------------------------- | --------------------------
|                                           |                         
|FEMSA (Series A Shares)(1)                 | 844,078,519              | 45.7                                              | 53.6                      
|The Coca-Cola Company (Series D Shares)(2) | 731,545,678              | 39.6                                              | 46.4                      
|Public (Series L Shares)(3)                | 270,906,004              | 14.7                                              | *                         
|                                           |                         
|Total                                      | 1,846,530,201            | 100.0                                             | 100.0                     
|                                           |                         

______________________


|(1) | FEMSA
owns these shares through its wholly-owned subsidiary Compañía Internacional de Bebidas,
S.A. de C.V., which we       refer to in this annual report as CIBSA.  70.4% of the
voting stock of FEMSA is owned by the technical committee and       trust participants
under Irrevocable Trust No. F/29487-6 established at BBVA Bancomer Servicios, S.A., as
Trustee.  As       a consequence of the technical committees internal procedures, the
technical committee, as a whole, is deemed to have       beneficial ownership with sole
voting power of all the shares deposited in the voting trust and the following trust
      participants, as technical  committee members, are deemed to have beneficial
ownership with shared voting power over       those same deposited shares: BBVA Bancomer
Servicios, S.A., as Trustee under Trust No. F/25078-7 (controlled by Max       Michel
Suberville), Eugenio Garza Lagüera, Paulina Garza de Marroquín, Bárbara Garza Gonda,
Mariana Garza de Treviño,       Eva Gonda de Garza, Eva Garza de Fernández, Consuelo
Garza de Garza, Alfonso Garza Garza, Patricio Garza Garza, Juan       Carlos Garza Garza,
Eduardo Garza Garza, Eugenio Garza Garza, Alberto Bailleres, Maria Teresa G. de
Bailleres,       Inversiones Bursátiles Industriales, S.A. de C.V. (controlled by Eugenio
Garza Lagüera), Corbal, S.A. de C.V.       (controlled by Alberto Bailleres), Magdalena
M. de David, Alepage, S.A. (controlled by Consuelo Garza de Garza), BBVA       Bancomer
Servicios, S.A. as Trustee under Trust No. F/29013-0 (controlled by the estate of José Calderón
Ayala, late       father of Francisco José Calderón Rojas), Max Michel Suberville, Max
David Michel, Juan David Michel, Monique David de       VanLathem, Renee Michel de
Guichard, Magdalena Guichard Michel, Rene Guichard Michel, Miguel Guichard Michel,
Graciano       Guichard Michel, Juan Guichard Michel, Franca Servicios, S.A. de C.V.
(controlled by the estate of José Calderón Ayala,       late father of Francisco José Calderón
Rojas) and BBVA Bancomer Servicios, S.A., as Trustee under Trust No. F/29490-0
      (controlled by Alberto, Susana and Cecilia Bailleres).
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) | The
Coca-Cola Company indirectly owns these shares through its wholly-owned subsidiaries, The
Inmex Corporation, Dulux        CBAI 2003 B.V. and Dulux CBEXINMX 2003 B.V.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(3) | Holders
of Series L Shares are only entitled to vote in limited circumstances.  See Item 10.
 Additional        InformationBylaws.  Holders of ADSs are entitled, subject to certain
exceptions, to instruct The Bank of New York, a        depositary, as to the exercise of
the limited voting rights pertaining to the Series L Shares underlying their ADSs.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

In addition,
98,684,857 authorized but unissued Series L Shares are held in treasury as of March 11,
2005.

FEMSA and The
Coca-Cola Company have reached an agreement pursuant to which, at FEMSAs request, FEMSA
may purchase sufficient shares from The Coca-Cola Company to increase its ownership of
our capital stock to 51%.  See Coca-Cola Memorandum.

Our Series A Shares,
owned by FEMSA, are held in Mexico and our Series D Shares, owned by The Coca-Cola
Company, are held outside of Mexico.

As of December 31,
2004, there were 23,477,571 of our ADSs outstanding, each ADS representing ten Series L
Shares.  Approximately 87% of our outstanding Series L Shares were represented by ADSs.
 As of March 11, 2005, approximately 87% of our outstanding Series L Shares were
represented by ADSs, held by approximately 230 holders (including The Depositary Trust
Company) with registered addresses outside of Mexico.

The Shareholders
Agreement

We operate pursuant to
a shareholders agreement among two subsidiaries of FEMSA, The Coca-Cola Company and
certain of its subsidiaries.  This agreement, together with our bylaws, sets forth the
basic rules under which we operate.

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The shareholders
agreement contemplates that we will be managed in accordance with one-year and five-year
business plans, although in practice, we are now managed according to a three-year plan.

Under our bylaws, our
Series A Shares and Series D Shares are the only shares with full voting rights and,
therefore, control actions by our shareholders and board of directors.  The holders of
Series A Shares and Series D Shares have the power to determine the outcome of all
actions requiring approval by our board of directors and, except in certain limited
situations, all actions requiring approval of the shareholders.  For actions by the board
of directors, a supermajority including the directors appointed by the holders of Series
D Shares is required for all actions.  For shareholder actions, a majority of the shares
represented at the shareholder meeting must vote in favor, whereas to amend the voting or
quorum rights set out in the bylaws, a supermajority of at least 95% of those voting and
not abstaining, must vote in favor.

The shareholders
agreement sets forth the principal shareholders understanding as to the effect of
adverse actions of The Coca-Cola Company under the bottler agreements.  Our bylaws
provide that a majority of the directors appointed by the holders of Series A Shares,
upon making a reasonable, good faith determination that any action of The Coca-Cola
Company under any bottler agreement between The Coca-Cola Company and our company or any
of our subsidiaries is materially adverse to our business interests and that The
Coca-Cola Company has failed to cure such action within 60 days of notice, may declare a
simple majority period at any time within 90 days after giving notice.  During the simple
majority period certain decisions, namely the approval of material changes in our
business plans, the introduction of a new, or termination of an existing, line of
business, and related party transactions outside the ordinary course of business, which
would ordinarily require the presence and approval of at least two Series D directors,
can be made by a simple majority vote of our entire board of directors, without requiring
the presence or approval of any Series D director.  A majority of the Series A directors
may terminate a simple majority period but, once having done so, cannot declare another
simple majority period for one year after the termination.  If a simple majority period
persists for one year or more, the provisions of the shareholders agreement for
resolution of irreconcilable differences may be triggered, with the consequences outlined
in the following paragraph.

In addition to the
rights of first refusal provided for in our bylaws regarding proposed transfers of Series
A Shares or Series D Shares, the shareholders agreement contemplates three circumstances
under which one principal shareholder may purchase the interest of the other in our
company: (1) a change in control in a principal shareholder; (2) the existence of
irreconcilable differences between the principal shareholders; or (3) the occurrence of
certain specified defaults.

In the event that (1) one
of the principal shareholders buys the others interest in our company in any of the
circumstances described above or (2) the ownership of our shares of capital stock other
than the Series L Shares of the subsidiaries of The Coca-Cola Company or FEMSA is reduced
below 20% and upon the request of the shareholder whose interest is not so reduced, the
shareholders agreement requires that our bylaws be amended to eliminate all share
transfer restrictions and all super-majority voting and quorum requirements, after which
the shareholders agreement would terminate.  In the event that the ownership of our
shares of capital stock other than the Series L Shares of the subsidiaries of The
Coca-Cola Company or FEMSA is reduced below 25% (but not below 20%) and upon the request
of the shareholder whose interest is not so reduced, the shareholders agreement requires
that our bylaws be amended to eliminate all super-majority voting and quorum
requirements, other than those relating to the share transfer restrictions.

The shareholders
agreement also contains provisions relating to the principal shareholders understanding
as to our growth.  It states that it is The Coca-Cola Companys intention that we will be
viewed as one of a small number of its anchor bottlers in Latin America.  In
particular, the parties agree that it is desirable that we expand by acquiring additional
bottler territories in Mexico and other Latin American countries in the event any become
available through horizontal growth.  In addition, The Coca-Cola Company has agreed,
subject to a number of conditions, that if it obtains ownership of a bottler territory
that fits with our operations, it will give us the option to acquire such territory.  The
Coca-Cola Company has also agreed to support prudent and sound modifications to our
capital structure to support horizontal growth.  The Coca-Cola Companys agreement as to
horizontal growth expires upon either the elimination of the super-majority voting
requirements described above or The Coca-Cola Companys election to terminate the
agreement as a result of a default.

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The Coca-Cola
Memorandum

In connection with the
acquisition of Panamco, we established certain understandings primarily relating to
operational and business issues with both The Coca-Cola Company and FEMSA that were
memorialized in writing prior to completion of the acquisition.  The terms are as follows:

- The current
stockholder arrangements between FEMSA and The Coca-Cola Company will continue in place.
 See The                 Shareholders Agreement.

- FEMSA will
continue to consolidate our financial results.

- The Coca-Cola
Company and FEMSA will continue to discuss in good faith the possibility of implementing
changes to                 our capital structure in the future.

- There will be
no changes in concentrate incidence pricing or marketing support by The Coca-Cola Company
up to May                 2004.  After such time, The Coca-Cola Company has complete
discretion to implement any changes with respect                 to these matters, but
any decision in this regard will be discussed with us and will take our operating
                condition into consideration.

- The Coca-Cola
Company may require the establishment of a different long-term strategy for Brazil.  If,
after taking                 into account our performance in Brazil, The Coca-Cola
Company does not consider us to be part of this                 long-term strategic
solution for Brazil, then we will sell our Brazilian franchise to The Coca-Cola Company
                or its designee at fair market value.  Fair market value would be
determined by independent investment                 bankers retained by each party at
their own expense pursuant to specified procedures.

- FEMSA, The
Coca-Cola Company and we will meet to discuss the optimal Latin American territorial
configuration for the Coca-Colabottler system. During this meeting, we
will consider all possible combinations and any asset swap transactions
that may arise from these discussions. In addition, we will entertain any potential
combination as long as it is strategically sound and done at fair market
value.

- We would like
to keep open strategic alternatives that relate to the integration of carbonated soft
drinks and                 beer.  The Coca-Cola Company, FEMSA and us would explore these
alternatives on a market-by-market basis at                 the appropriate time.

- The Coca-Cola
Company will sell to a subsidiary of FEMSA, sufficient shares to permit FEMSA to
beneficially own 51%                 of our outstanding capital stock (assuming that this
subsidiary of FEMSA does not sell any shares and that                 there are no
issuances of our stock other than as contemplated by the acquisition).  This
understanding will                 be in place until May 2006.  In this proposed sale,
FEMSA would pay the higher of:

The prevailing market
price per share at the time of the sale, andThe sum of US$ 2.216
per share (US$ 22.16 per ADS) plus The Coca-Cola Companys carrying costs.
- The prevailing market
price per share at the time of the sale, and
- The sum of US$ 2.216
per share (US$ 22.16 per ADS) plus The Coca-Cola Companys carrying costs.

- We may be
entering some markets where significant infrastructure investment may be required.  The
Coca-Cola Company                 and FEMSA will conduct a joint study that will outline
strategies for these markets, as well as the                 investment levels required
to execute these strategies.  Subsequently, it is intended that FEMSA and The
                Coca-Cola Company will reach agreement on the level of funding to be
provided by each of the partners.  The                 parties intend that this
allocation of funding responsibilities would not be overly burdensome for either
                partner.

- We entered
into a stand-by credit facility, on December 19, 2003, with The Coca-Cola Export
Corporation.  Under                 this facility, we may borrow, subject to certain
conditions, up to US$ 250 million for working capital

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| | and
                other general corporate purposes at any time when such funding is not
otherwise available until December 2006.
| | ----------------------------------------------------------------------------------------------------------------------------------

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Table of Contents

RELATED PARTY
TRANSACTIONS

FEMSA

We regularly engage in
transactions with FEMSA and its subsidiaries.  We believe that our transactions with
FEMSA and its subsidiaries are on terms comparable to those that would result from arms
length negotiations with unaffiliated parties.

We purchase crown
caps, plastic bottle caps, cans, commercial refrigerators, lubricants, detergents,
plastic cases and substantially all of our returnable glass bottle requirements for our
Mexican operations from subsidiaries of FEMSA under several supply agreements.  A
subsidiary of FEMSA also sells refrigerators to our non-Mexican operations.  The
aggregate amount of these purchases was Ps. 1,175 million, Ps. 1,625 million and Ps.
1,253 million in 2004, 2003 and 2002, respectively.

We also sell products
to a chain of convenience stores owned by FEMSA under the name OXXO.  The aggregate
amount of these sales was Ps. 267 million, Ps. 182 million and Ps. 153 million in 2004,
2003 and 2002, respectively.

In November 2000, we
entered into a service agreement with a subsidiary of FEMSA for the transportation of
finished products from our production facilities to our distribution centers within
Mexico.  In 2004, this subsidiary also provided consulting services to some of our
non-Mexican operations.  Pursuant to the agreement, we paid approximately Ps. 646
million, Ps. 441 million and Ps. 229 million in 2004, 2003 and 2002, respectively.  See Item 4.
 Information on the CompanyThe CompanyProduct Distribution.

We entered into a
service agreement in June 1993 with another subsidiary of FEMSA, pursuant to which it
provides certain administrative services relating to insurance, legal and tax advice,
relations with governmental authorities and certain administrative and auditing services.

In November 2001, we
entered into two franchise bottler agreements with Promotora de Marcas Nacionales, an
indirect subsidiary of FEMSA, under which we became the sole franchisee for the
production, bottling, distribution and sale of Mundetbrands in the valley of Mexico and
in most of our operations in southeast Mexico. Each franchise agreement has a term of
ten years and will expire in November 2011. Both agreements are renewable for ten-year
terms, subject to non-renewal by either party with notice to the other party. The total
payments made under these agreements were Ps. 79 million, Ps. 86 million and Ps. 91
million in 2004, 2003 and 2002, respectively.

FEMSA is also a party
to the understandings we have with The Coca-Cola Company relating to specified
operational and business issues that may affect us following completion of the Panamco
acquisition.  A summary of these understandings is set forth under Major ShareholdersThe
Coca-Cola Memorandum.

The Coca-Cola Company

We regularly engage in
transactions with The Coca-Cola Company and their affiliates. We purchase all of our
concentrate requirements for Coca-Colatrademark beverages from The Coca-Cola Company.
Total payments by us to The Coca-Cola Company for concentrates were approximately Ps. 6,957
million, Ps. 5,828 million and Ps. 2,857 million in 2004, 2003 and 2002, respectively.
Our company and The Coca-Cola Company pay and reimburse each other for marketing
expenditures. The Coca-Cola Company also contributes to our refrigeration equipment
investment program. We received contributions to our marketing expenses, which includes
the refrigeration equipment investment program, of Ps. 920 million, Ps. 1,263 million and
Ps. 793 million in 2004, 2003 and 2002, respectively.

In Argentina, we
purchase a portion of our plastic ingot requirements for producing plastic bottles and
all of our returnable bottle requirements from Embotelladora del Atlántico S.A., a local
subsidiary of Embotelladora Andina S.A., a Coca-Colabottler with operations in
Argentina, Chile and Brazil in which The Coca-Cola Company has a substantial interest.

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In connection with the
acquisition of Panamco, subsidiaries of The Coca-Cola Company made specified undertakings
to support and facilitate the Panamco acquisition for the benefit of our company.  In
consideration for these undertakings, we made certain undertakings for the benefit of The
Coca-Cola Company and its subsidiaries, including indemnity obligations with respect to
specified matters relating to the accuracy of disclosure and the compliance with
applicable law by our board of directors and the board of directors of Panamco and
undertakings to take specified actions and refrain from specified others to facilitate
the ability of The Coca-Cola Company to receive favorable tax treatment in connection
with its participation in the acquisition.  In connection with the execution of the
acquisition agreement for Panamco, The Coca-Cola Company and FEMSA memorialized their
understandings relating to specified operational and business issues that may affect us
following completion of the acquisition.  A summary of these understandings is set forth
under Major ShareholdersThe Coca-Cola Memorandum.

Associated Companies

We regularly engage in
transactions with companies in which we own an equity interest.  We believe these
transactions are on terms comparable to those that would result from arms length
negotiations with unaffiliated third parties.

In Mexico, we purchase
finished products in cans from Industria Envasadora de Querétaro, S.A. de C.V., or IEQSA,
in which we hold an approximate 33.68% interest. We paid IEQSA Ps. 440 million, Ps. 270
million and Ps. 188 million in 2004, 2003 and 2002, respectively. IEQSA purchases cans
from FEMSA. We also purchase sugar from Beta San Miguel, a sugar-cane producer in which
we hold a 2.54% equity interest to which we paid Ps. 915 million and Ps. 233 million in
2004 and 2003, respectively. In Argentina, we purchase our can presentations from CICAN,
a joint venture with Coca-Colabottlers in Argentina, Uruguay and Paraguay, in which we
own a 48.1% interest. We paid CICAN Ps. 29 million, Ps. 22 million and Ps. 83 million in
2004, 2003 and 2002, respectively. In Colombia, we purchase pre-formed ingots from Tapón
Corona, in which we have a 40% equity interest and to which we paid Ps. 195 million and
Ps. 118 million in 2004 and 2003, respectively. We also buy a small quantity of raw
materials from Distribuidora Plástica, S.A., Metalforma, S.A. and Vidrios Panameños, S.A.
of which we own a 19.0%, 17.5% and 2.2% equity interest, respectively.

Other Related Party
Transactions

José Antonio Fernández,
Eva Garza de Fernández and Ricardo Guajardo Touché, who are directors of Coca-Cola FEMSA,
are also members of the board of directors of ITESM, a Mexican private university that
routinely receives donations from us.

In connection with the
acquisition of Panamco, we hired Allen & Company LLC to provide advisory services.  One
of our directors, Enrique Senior, is a Managing Director of Allen & Company LLC and one
of our alternate directors, Herbert Allen III, is the President of Allen & Company LLC.
 Allen & Company LLC provides investment banking services to us and our affiliates in the
ordinary course of its business.

We are insured in
Mexico primarily under FEMSAs umbrella insurance policies with Grupo Nacional Provincial
S.A., of which the son of the chairman of its board of directors is one of our alternate
directors. The policies were purchased pursuant to a competitive bidding process.
Fidelity bonds are purchased from Fianzas Monterrey S.A., of which one of our directors
was the chairman of the board of review during 2004, and financial services are obtained
from Grupo Financiero BBVA Bancomer S.A., of which one of our directors, Ricardo Guajardo
Touché, was the chairman of the board of directors until the fourth quarter of 2004 and
is currently a director, and of which another one of our directors, Bárbara Garza Gonda,
is an alternate director. Affiliates of Grupo Financiero BBVA Bancomer purchased
participations in our loans and certificados bursátiles, acted as agent for the placement
of the certificados bursátilesand periodically provide us with financing or financial
advisory services in the ordinary course of their business. In each case, we believe
these transactions are on an arms length basis comparable to those that would be
obtained from arms length negotiations with unaffiliated third parties.

On June 8, 2004, a
group of Brazilian investors, among them José Luis Cutrale, a member of our board of
directors, made a capital contribution equivalent to approximately US$ 50 million to our
Brazilian operations in exchange for a 16.9% equity stake in these operations.  See Item
6.  Directors, Senior Management and EmployeesDirectors.

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Table of Contents

Item 8. Financial
Information

Table of Contents

CONSOLIDATED STATEMENTS
AND OTHER FINANCIAL INFORMATION

Consolidated Financial
Statements

See Item 18.
 Financial Statements and pages F-1 through F-41.

Dividend Policy

For a discussion of
our dividend policy, see Item 3.  Key InformationDividends and Dividend Policy.

Significant Changes

No significant changes
have occurred since the date of the annual financial statements included in this annual
report.

Table of Contents

Legal Proceedings

We are party to
various legal proceedings in the ordinary course of business.  Other than as disclosed in
this annual report, we are not currently involved in any litigation or arbitration
proceeding, including any proceeding that is pending or threatened of which we are aware,
which we believe will have, or has had, a material adverse effect on our company.  Other
legal proceedings that are pending against or involve us and our subsidiaries are
incidental to the conduct of our and their business.  We believe that the ultimate
disposition of such other proceedings individually or on an aggregate basis will not have
a material adverse effect on our consolidated financial condition or results of
operations.

Mexico

Tax Matters.During
2002 and 2003, we initiated two juicios de amparo(appeals based on the violation of
constitutional rights) related to the Impuesto Especial Sobre Productos y Servicios(Special Tax on Products and Services, or IEPS). The 2002 appeal relates to the IEPS
applicable to inventories in Mexico produced with high fructose corn syrup and the 2003
appeal relates to the IEPS applicable to all carbonated soft drinks in Mexico produced
with non-sugar sweeteners. In November 2003, we obtained a final favorable decision not
subject to appeal from a Mexican federal court for our 2002 appeal and in June 2004 for
our 2003 appeal. During 2005, we do not expect to pay IEPS in any of our Mexican
operations, and we expect to receive from the authorities a partial reimbursement of the
IEPS paid during 2002 and 2003, including accrued interest.

In April 2004, the
Mexican Supreme Court of Justice issued a ruling with respect to rules previously issued
by the Mexican Ministry of Finance regarding tax deductions of certain assets in the
beverage industry, such as refrigerators.  This ruling requires these assets to be
treated as fixed assets with finite useful lives.  We had previously considered
refrigerators as an expense for tax purposes.  This change of criteria had no effect on
net income since the difference between the carrying value and tax basis of the
refrigerators was recorded as a deferred income tax liability in prior years.  Tax
payments in connection with this change in criteria resulted in a charge to income in
2004 in the amount of Ps. 139 million.  During March 2005, the tax authorities reviewed
the payments in connection with this change in criteria, which resulted in an additional
charge to income of Ps. 103 million.

Antitrust Matters.During 2000, the Comisión Federal de Competenciain Mexico (the Mexican Antitrust
Commission), pursuant to complaints filed by PepsiCo. and certain of its bottlers in
Mexico, started an investigation of The Coca-Cola Company and its bottlers. Later in
2000, the Mexican Antitrust Commission alleged, and in 2002, determined that The
Coca-Cola Company bottlers engaged in monopolistic practices through exclusivity
arrangements with certain retailers. The Mexican Antitrust Commission did not impose any
fines, but ordered The Coca-Cola Companys bottlers, including certain of our Mexican
subsidiaries, to abstain from entering into any exclusivity arrangement with retailers
that stock soft drink bottles of up to 2.0-liters. We, along with other Coca-Colabottlers, appealed the resolution rendered in February 2002 by a Recurso de Reconsideración(Review Recourse), which was presented before the Mexican Antitrust Commission. The
Mexican Antitrust Commission confirmed its original determination and

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issued a confirmatory
resolution in July 2002. We and our Mexican operating subsidiaries appealed this
resolution before a Mexican federal court by initiating several juicios de amparo(appeals based on the violation of constitutional rights) and obtained favorable final
decisions not subject to appeal. Under these judicial decisions, the resolution was
declared null and void and the Mexican Antitrust Commission was ordered to issue a new
resolution.

In March 2003, in a
separate proceeding, the Mexican Antitrust Commission started an investigation involving
The Coca-Cola Company, Coca-Cola FEMSA and certain other Coca-Cola bottlers due to
complaints filed by some retailers and other bottlers. In September 2003, the Mexican
Antitrust Commission requested certain Coca-Cola bottlers, including some of our Mexican
subsidiaries, to provide information. We initiated amparoproceedings, and a Mexican
federal court issued a final ruling that the requests for information were
unconstitutional. In August 2004, however, as a result of the investigation, the Mexican
Antitrust Commission issued several Oficios de Presunta Responsabilidad(statement of
charges) asserting that our company and its Mexican operating subsidiaries, as well as
other bottlers, engaged in monopolistic practices and requested additional information.
We initiated amparoproceedings asserting the illegality of these requests, which are
currently under review. We cannot give any assurances that any action taken as a result
of this investigation will not negatively affect it in the future.

Central America

Antitrust Matters in Costa Rica and Panama.During August 2001,
the Comisión para Promover la Competenciain Costa Rica (Costa Rican
Antitrust Commission) pursuant to a complaint filed by PepsiCo. and its bottler in Costa Rica initiated an investigation of the sales
practices of The Coca-Cola Company and our Costa Rican subsidiary for alleged monopolistic practices in retail distribution, including
sales exclusivity arrangements. A ruling from the Costa Rican Antitrust Commission was issued in July 2004, which found the company
engaged in monopolistic practices with respect to exclusivity arrangements, pricing and the sharing of refrigeration equipment under
certain limited circumstances and imposed an US$ 130,000 fine. Our appeal of the Costa Rican Antitrust Commissions ruling was recently
dismissed. We expect to challenge the ruling in further judicial proceedings. We do not believe that this matter will have a material
adverse effect on our financial condition or results of operations.

During 2002, Refrescos
Nacionales, S.A., the Pepsi bottler in Panama, initiated a lawsuit against our Panamanian
operating subsidiary, based on alleged monopolistic practices in retail distribution
through the implementation of exclusivity agreements.  The parties have agreed to
discontinue the lawsuit without requiring any change to our agreements.

Tax Matters in Costa
Rica. In September 2004, our Costa Rican subsidiary received notice of certain tax claims
asserted by the Costa Rican tax authorities to pay taxes on sales of carbonated soft
drinks from April 2002 through July 2003. These claims currently total approximately US$
12 million. In previous years, our Costa Rican subsidiary had been required to pay
similar taxes, however, due to the favorable final decisions on the appeals that we
filed, we were not required to pay these taxes. Legal actions have been initiated
against the current assessment by the Costa Rican tax authorities and are currently under
review. We believe this assessment is without merit.

Colombia

Labor Matters.During
July 2001, a labor union and several individuals from the Republic of Colombia filed a
lawsuit in the U.S. District Court for the Southern District of Florida against certain
of our subsidiaries. In the complaint, the plaintiffs alleged that the subsidiaries of
the company acquired in the Panamco acquisition engaged in wrongful acts against the
labor union and its members in Colombia, including kidnapping, torture, death threats and
intimidation. The complaint alleges claims under the U.S. Alien Tort Claims Act, Torture
Victim Protection Act, Racketeer Influenced and Corrupt Organizations Act and state tort
law and seeks injunctive and declaratory relief and damages of more than US$ 500 million,
including treble and punitive damages and the cost of the suit, including attorney fees.
We filed a motion to dismiss the complaint for lack of subject matter and personal
jurisdiction. The court denied the motion to dismiss for lack of subject matter
jurisdiction but has not ruled on the personal jurisdiction motion, subject to further
clarification from the parties. This motion is therefore still pending. We believe this
lawsuit is without merit and intend to vigorously defend ourselves in this matter.

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Venezuela

Tax Matters.In 1999,
certain of our Venezuelan subsidiaries received notice of certain tax claims asserted by
the Venezuelan taxing authorities. These subsidiaries have taken the appropriate
recourses against these claims at the administrative level as well as at the court level
in Venezuela. The claims currently total approximately US$17 million. The company has
certain rights to indemnification from Venbottling Holding, Inc., a former shareholder of
Panamco and The Coca-Cola Company, for a substantial portion of the claims. Based on the
analysis that we have completed in relation to these claims, as well as the defense
strategy that we have developed, we do not believe that the ultimate disposition of these
cases will have a material adverse effect on our financial condition or results of
operations.

Labor and Distribution
Matters.Since 1999, a group of independent distributors of our Venezuelan subsidiary
commenced a proceeding to incorporate a union of distributors. On September 20, 2001,
the Venezuelan Supreme Court rendered its opinion confirming the incorporation of the
union, but withheld granting any specific labor rights to the members of the union other
than the right to be unionized. In order to obtain specific labor rights, the union, or
its members, will have to request and obtain from a court of law a determination that the
members of such union are considered workers pursuant to Venezuelan labor laws, and
thereafter claim from our Venezuelan subsidiary the payment of such benefits and rights
including retroactive payments. To our knowledge, neither the union nor any of its
individual members have initiated any legal process with the objective of obtaining such
a determination and we do not anticipate receiving claims against our Venezuelan
subsidiary.

Since 2001, our
Venezuelan subsidiaries have been the subject of numerous claims by former independent
distributors claiming alleged labor and severance rights owed to them at the time of the
termination of their relationship with us.  As of December 31, 2004, our Venezuelan
subsidiaries were the subject of several lawsuits filed by former distributors for a
total amount of approximately US$ 21 million.  Notwithstanding the number of claims and
the amounts involved, most of these claims have been filed by former distributors that
either entered into release agreements with our subsidiaries at the time of their
termination, and therefore we believe have no rights for additional claims, or are claims
that were filed after the expiration of the statute of limitations.  There are also
lawsuits presented by individuals that have never had a distributor or employee
relationship with us that the company believes have no merit.

Brazil

Antitrust Matters.Several claims have been filed against us by private parties, which are currently
pending before the Brazilian Ministry of Law and Economics, that allege anticompetitive
practices by our Brazilian subsidiaries. The plaintiffs are Ragi (Dolly), a Brazilian
producer of B Brands, Serv Lar, a distributor of our products in Brazil, and PepsiCo.
Under Brazilian law, each of these claims could result in substantial monetary fines and
other penalties. We believe each of the claims is without merit, and we intend to
vigorously defend ourselves in these matters.

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Table of Contents

Item 9. The Offer and
Listing

Table of Contents

TRADING MARKETS

The following table
sets forth, for the periods indicated, the reported high and low sale prices for the
Series L Shares on the Mexican Stock Exchange and the reported high and low sale prices
for the ADSs on the New York Stock Exchange:

|               | Mexican Stock Exchange Mexican pesos per Series L Share | New York Stock Exchange
U.S. dollars per ADS
|-------------- | ------------------------------------------------------- | --------------------------------------------
|               |                                                         |                                             
|               | High(1)                                                 | Low(1)                                      
|               |                                                         |                                             
|2000:         
|Full year      | Ps.  21.15                                              | Ps.  13.70                                  
|2001:         
|Full year      | Ps.  23.15                                              | Ps.  16.54                                  
|2002:         
|Full year      | Ps.  27.60                                              | Ps.  22.85                                  
|2003:         
|First quarter  | Ps.  20.90                                              | Ps.  18.30                                  
|Second quarter | 24.25                                                   | 18.80                                       
|Third quarter  | 24.50                                                   | 21.18                                       
|Fourth quarter | 24.60                                                   | 21.50                                       
|2004:         
|First quarter  | Ps.  27.49                                              | Ps.  24.00                                  
|Second quarter | 27.30                                                   | 23.50                                       
|Third quarter  | 25.93                                                   | 22.28                                       
|Fourth quarter | 26.62                                                   | 22.41                                       
|September      | 23.90                                                   | 22.30                                       
|October        | 23.35                                                   | 22.41                                       
|November       | 24.85                                                   | 22.90                                       
|December       | 26.62                                                   | 24.30                                       
|2005:         
|January        | Ps.  28.91                                              | Ps.  25.39                                  
|February       | 30.00                                                   | 27.01                                       
|March(3)       | 30.10                                                   | 29.05                                       

______________________


|(1) | High
and low closing prices for the periods presented.
|--- | ------------------------------------------------------

|(2) | Represents
the translation from Mexican pesos to U.S. dollars of the closing price of the Series L
Shares on the last      day of the periods presented based on the noon buying rates for
Mexican pesos as published by the Federal Reserve Bank      of New York on such date.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(3) | Through
March 11, 2005.
|--- | -----------------------

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Since November 1,
1996, our 8.95% Notes due November 1, 2006 have been listed on the New York Stock
Exchange.  The following table sets forth, for the periods indicated, the reported high
and low sale prices for the notes, as a percentage of principal amount, on the New York
Stock Exchange:

|               | New York Stock Exchange
                                                                                    Percentage of Principal Amount
in U.S. Dollars
|-------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------
|               |                                                                                                                                                           
|               | High(1)                                                                                                                                                   
|               |                                                                                                                                                           
|              
|2000:         
|Full year      | $  106.33                                                                                                                                                 
|              
|2001:         
|Full year      | $  112.25                                                                                                                                                 
|              
|2002:         
|Full year      | $  115.51                                                                                                                                                 
|              
|2003:         
|First quarter  | $  115.38                                                                                                                                                 
|Second quarter | 118.50                                                                                                                                                    
|Third quarter  | 118.50                                                                                                                                                    
|Fourth quarter | 116.50                                                                                                                                                    
|              
|2004:         
|First quarter  | $  115.75                                                                                                                                                 
|Second quarter | 115.38                                                                                                                                                    
|Third quarter  | 112.00                                                                                                                                                    
|Fourth quarter | 111.75                                                                                                                                                    
|September      | 111.75                                                                                                                                                    
|October        | 111.75                                                                                                                                                    
|November       | 111.38                                                                                                                                                    
|December       | 110.25                                                                                                                                                    
|2005:         
|January        | $  109.88                                                                                                                                                 
|February       | 108.88                                                                                                                                                    
|March(2)       | 108.00                                                                                                                                                    

______________________


|(1) | High
and low closing prices for the periods projected.
|--- | ------------------------------------------------------

|(2) | From
the period beginning March 1 until March 11, 2005.
|--- | -------------------------------------------------------

It is not practicable
for us to determine the portion of the notes beneficially owned by U.S. persons.

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Table of Contents

TRADING ON THE
MEXICAN STOCK EXCHANGE

The Mexican Stock
Exchange or the Bolsa Mexicana de Valores, S.A. de C.V., located in Mexico City, is the
only stock exchange in Mexico. Founded in 1907, it is organized as a corporation, the
shares of which are held by 30 brokerage firms that are exclusively authorized to trade
on the Mexican Stock Exchange. Trading takes place principally through automated systems
that are open between the hours of 8:30 a.m. and 3:00 p.m. Mexico City time, each
business day. Trades in securities listed can also be effected off the Exchange. The
Mexican Stock Exchange operates a system of automatic suspension of trading in shares of
a particular issuer as a means of controlling excessive price volatility, but under
current regulations this system does not apply to securities such as the Series L Shares
that are directly or indirectly (for example, through ADSs) quoted on a stock exchange
outside of Mexico.

Settlement is effected
two business days after a share transaction on the Mexican Stock Exchange. Deferred
settlement, even by mutual agreement, is not permitted without the approval of the CNBV.
Most securities traded on the Mexican Stock Exchange, including our shares, are on
deposit with the S.D. Indeval, S.A. de C.V., Instituto para el Depósito de Valores, which
we refer to as Indeval, a privately owned securities depositary that acts as a
clearinghouse for Mexican Stock Exchange transactions.

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Table of Contents

Item 10.
 Additional Information

Table of Contents

BYLAWS

The following is a
summary of the material provisions of our bylaws and applicable Mexican law. For a
description of the provisions of our bylaws relating to our board of directors, executive
officers and statutory examiners, see Item 6.  Directors, Senior Management and
Employees.

Organization and
Register

We were incorporated
on October 30, 1991, as a sociedad anónima de capital variable(Mexican variable stock
corporation) in accordance with the Mexican General Corporations Law. We were registered
in the Public Registry of Commerce of Mexico City on November 22, 1991 under mercantile
number 2986.

Purposes

The purposes of our
company include the following:

- to establish,
promote and organize commercial or civil companies of any type, as well as to
         acquire and possess shares or participations in them;

- to carry out
all types of active and passive transactions involving bonds, shares, participations
         and securities of any type;

- to provide or
receive advisory, consulting or other types of services in business matters;

- to conduct
business with equipment, raw materials and any other items necessary to the companies
         in which we have an interest or with which we have commercial relations;

- to acquire and
dispose of trademarks, commercial names, copyrights, patents, inventions,
         franchises, distributions, concessions and processes;

- to possess and
operate real and personal property necessary for our purposes;

- to subscribe,
buy and sell stocks, bonds and securities among other things; and

- to draw,
accept, make, endorse or guarantee negotiable instruments, issue bonds secured with real
         property or unsecured, and to make us jointly liable, to grant security of any
type with regard to          obligations entered into by us or by third parties, and in
general, to perform the acts, enter          into the agreements and carry out other
transactions as may be necessary or conducive to our          business purpose.

Voting Rights,
Transfer Restrictions and Certain Minority Rights

Series A and Series D
Shares have full voting rights but are subject to transfer restrictions. Although no
Series B Shares have been issued, our bylaws provide for the issuance of Series B Shares
with full voting rights that are freely transferable.  Series L Shares are freely
transferable but have limited voting rights.  None of our shares are exchangeable for
shares of a different series.  The rights of all series of our capital stock are
substantially identical except for:

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| |  | restrictions on
transfer of the Series A and Series D Shares;
| |  | -------------------------------------------------------------

- limitations on
the voting rights of Series L Shares;

- the respective
rights of the Series A, Series D and Series L Shares, voting as separate classes in
         a special meeting, to elect specified numbers of our directors and alternate
directors; and

- prohibitions
on non-Mexican ownership of Series A Shares.  See Item 6.  Directors, Senior
         Management and Employees, Foreign Investment Legislation and Transfer
Restrictions.

Under our bylaws,
holders of Series L Shares are entitled to vote only in limited circumstances. They may
elect up to three of our eighteen directors and, in certain circumstances where holders
of Series L Shares have not voted for the director elected by holders of the majority of
these series of shares, they may be entitled to elect one or more additional directors.
 See Item 6.  Directors, Senior Management and Employees.

A quorum of 82% of our
subscribed and paid shares of capital stock (including the Series L Shares) and the vote
of at least a majority of our capital stock voting (and not abstaining) is required for:

- the
transformation of our company from one type of company to another (other than changing
from a          variable capital to fixed-capital corporation and vice versa);

- any merger
where we are not the surviving entity or any merger with an entity whose principal
         corporate purposes are different from those of our company or our subsidiaries;
and

- cancellation
of the registration of our shares with the Mexican Registry of Securities, or RNV,
         maintained by the Mexican Securities and Banking Commission, or CNBV, or with
other foreign stock          exchanges on which our shares may be listed.

In the event of
cancellation of the registration of any of our shares in the RNV, our bylaws require our
controlling shareholders to make a public offer to acquire these shares, unless amended
by (1) an affirmative vote of 95% of our capital stock (including the Series L Shares)
and (2) the approval of the CNBV.

Holders of Series L
Shares are not entitled to attend or to address meetings of shareholders at which they
are not entitled to vote.

Under Mexican law,
holders of shares of any series are entitled to vote as a class in a special meeting
governed by the same rules that apply to extraordinary meetings on any action that would
have an effect on the rights of holders of shares of such series.  There are no
procedures for determining whether a particular proposed shareholder action requires a
class vote, and Mexican law does not provide extensive guidance on the criteria to be
applied in making such a determination.

In order to change any
voting or quorum rights set out in the bylaws, the following is necessary: (1) a minimum
quorum of holders of 95% of all the subscribed and paid shares of capital stock, the vote
of holders of at least 95% of all the subscribed and paid shares of capital stock voting
(and not abstaining) in connection therewith, and (2) the previous approval of the CNBV.

Pursuant to the
Mexican Securities Market Law and the Mexican General Corporations Law, our bylaws
include a number of minority shareholder protections.  These minority protections include
provisions that permit:

- holders of at
least 10% of our outstanding capital stock entitled to vote (including in a limited
         or restricted manner) to call a shareholders meeting;

- holders of at
least 15% of our outstanding capital stock to bring an action for civil liabilities
         against our directors, members of the audit committee and our statutory
examiners if (1) the          relevant shareholders shall have voted against exercising
such action at the relevant shareholders          meeting, (2) the claim covers all of
the damage

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| | alleged to
have been caused to us and not merely the damage suffered by the complaining
         shareholders and (3) any recovery is for our benefit and not the benefit of the
complaining          shareholders;
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

- holders of at
least 10% of our outstanding capital stock who are entitled to vote at any
         shareholders meeting to request that resolutions with respect to any matter on
which they were not          sufficiently informed be postponed;

- holders of 20%
of our outstanding capital stock to oppose any resolution adopted at a shareholders
         meeting in which they are entitled to vote and file a petition for a court order
to suspend the          resolution temporarily within 15 days following the adjournment
of the meeting at which the action          was taken, provided that (1) the challenged
resolution violates Mexican law or our bylaws, (2) the          opposing shareholders
neither attended the meeting nor voted in favor of the challenged resolution          and
(3) the opposing shareholders deliver a bond to the court to secure payment of any
damages          that we may suffer as a result of suspending the resolution in the event
that the court ultimately          rules against the opposing shareholder;

- holders of at
least 10% of our outstanding capital stock to appoint one member of our board of
        directors and one alternate member of our board of directors; and

- holders of at
least 10% of our outstanding capital stock to appoint one statutory examiner and one
         alternate statutory examiner.

Shareholders
Meetings

General shareholders
meetings may be ordinary meetings or extraordinary meetings.  Extraordinary meetings are
those called to consider certain matters specified in Article 182 of the Mexican General
Corporations Law and our bylaws.  These matters include: amendments to the bylaws,
liquidation, dissolution, merger and transformation from one form of company to another,
issuance of preferred stock and increases and reductions of the fixed portion of our
capital stock.  In addition, our bylaws require an extraordinary meeting to consider the
cancellation of the registration of our shares with the RNV or with other foreign stock
exchanges on which our shares may be listed.  All other matters, including increases or
decreases affecting the variable portion of our capital stock, are considered at an
ordinary meeting.

An ordinary meeting of
the holders of Series A and Series D Shares must be held at least once each year (1) to
consider the approval of the financial statements of our and certain of our subsidiaries
for the preceding fiscal year and (2) to determine the allocation of the profits of the
preceding year.

Mexican law provides
for a special meeting of shareholders to allow holders of shares of a series to vote as a
class on any action that would prejudice exclusively the rights of holders of such
series. Holders of Series A, Series D and Series L Shares at their respective special
meetings must appoint, remove or ratify directors and statutory examiners, as well as
determine their compensation.

The quorum for
ordinary and extraordinary meetings at which holders of Series L Shares are not entitled
to vote is 76% of the holders of subscribed and paid Series A and Series D Shares, and
the quorum for an extraordinary meeting at which holders of Series L Shares are entitled
to vote is 82% of the subscribed and paid shares of capital stock.

The quorum for special
meetings of any series of shares is a majority of the holders of the subscribed and paid
capital stock of such shares, and action may be taken by holders of a majority of such
shares.

Resolutions adopted at
an ordinary or extraordinary shareholders meeting are valid when adopted by holders of at
least a majority of the subscribed and paid capital stock voting (and not abstaining) at
the meeting.  Resolutions adopted at a special shareholders meetings are valid when
adopted by the holders of at least a majority of the subscribed and paid shares of the
series of shares entitled to attend the special meeting.

Shareholders meetings
may be called by the board of directors, the statutory examiner and, under certain
circumstances, a Mexican court.  Holders of 10% or more of our capital stock may require
the board of directors or the statutory examiners to call a shareholders meeting at which
the holders of Series L Shares would be entitled to vote, and holders of 10% or more of
the Series A and Series D Shares may require the board of directors or the statutory
examiners

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to call a meeting at
which the holders of Series L Shares would not be entitled to vote.  A notice of meeting
and an agenda must be published in a newspaper of general circulation in Mexico City at
least 15 days prior to the meeting.  Notices must set forth the place, date and time of
the meeting and the matters to be addressed and must be signed by whomever convened the
meeting.  All relevant information relating to the shareholders meeting must be made
available to shareholders starting on the date of publication of the notice.  To attend a
meeting, shareholders must deposit their shares with the company or with Indeval or an
institution for the deposit of securities prior to the meeting as indicated in the
notice.  If entitled to attend the meeting, a shareholder may be represented by an
attorney-in-fact.

Additional Transfer
Restrictions Applicable to Series A and Series D Shares

Our bylaws provide
that no holder of Series A or Series D Shares may sell its shares unless it has disclosed
the terms of the proposed sale and the name of the proposed buyer and has previously
offered to sell the shares to the holders of the other series for the same price and
terms as it intended to sell the shares to a third party.  If the shareholders being
offered shares do not choose to purchase the shares within 90 days of the offer, the
selling shareholder is free to sell the shares to the third party at the price and under
the specified terms.  In addition, our bylaws impose certain procedures in connection
with the pledge of any Series A or Series D Shares to any financial institution that are
designed, among other things, to ensure that the pledged shares will be offered to the
holders of the other series at market value prior to any foreclosure.  Finally, a
proposed transfer of Series A or Series D Shares other than a proposed sale or a pledge,
or a change of control of a holder of Series A or Series D Shares that is a subsidiary of
a principal shareholder, would trigger rights of first refusal to purchase the shares at
market value.  See Item 7.  Major Shareholders and Related Party TransactionsMajor
ShareholdersThe Shareholders Agreement.

Dividend Rights

At the annual ordinary
meeting of holders of Series A and Series D Shares, the board of directors submits our
financial statements for the previous fiscal year, together with a report thereon by the
board and the report of the statutory examiner.  Once the holders of Series A and Series
D Shares have approved the financial statements, they determine the allocation of our net
profits for the preceding year. Mexican law requires the allocation of at least 5% of net
profits to a legal reserve, which is not subsequently available for distribution, until
the amount of the legal reserve equals 20% of our capital stock.  Thereafter, the holders
of Series A and Series D Shares may determine and allocate a certain percentage of net
profits to any general or special reserve, including a reserve for open-market purchases
of our shares.  The remainder of net profits is available for distribution in the form of
dividends to the shareholders.

All shares outstanding
and fully paid (including Series L Shares) at the time a dividend or other distribution
is declared are entitled to share equally in the dividend or other distribution.  No
series of shares is entitled to a preferred dividend.  Shares that are only partially
paid participate in a dividend or other distributions in the same proportion that the
shares have been paid at the time of the dividend or other distributions.  Treasury
shares are not entitled to dividends or other distributions. After ten years, dividend
entitlement lapses in favor of the company.

Change in Capital
and Withdrawal Rights

According to our
bylaws, any change in our authorized capital stock requires a resolution of an
extraordinary meeting of shareholders.  We are permitted to issue shares constituting
fixed capital and shares constituting variable capital.  At present, all of the issued
shares of our capital stock, including those Series B and Series L Shares that remain in
our treasury, constitute fixed capital.  The fixed portion of our capital stock may be
increased or decreased only by amendment of our bylaws adopted by a resolution at an
extraordinary meeting of the shareholders.  The variable portion of our capital stock may
be increased or decreased by resolution of an ordinary meeting of the shareholders
without amending our bylaws.

A capital stock
increase may be effected through the issuance of new shares for payment in cash or in
kind, or by capitalization of indebtedness or of certain items of stockholders equity.

Under Mexican law and
our bylaws, the outstanding variable portion of our stock may be withdrawn at the holders
option at any time at a redemption price equal to the lower of:

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- 95% of the
average price per share quoted on the Mexican Stock Exchange during the 30 trading days
         prior to the date on which the withdrawal becomes effective; and

- the book value
per share as calculated from our financial statements (as approved at the annual
         ordinary general shareholders meeting) for the fiscal year at the end of which
the withdrawal          becomes effective.

Shareholders
exercising their withdrawal rights can request reimbursement by us on the day following
the ordinary shareholders meeting at which the financial statements referred to above are
approved.  If this option is exercised during the first three quarters of a fiscal year,
it is effective at the end of that fiscal year, but if it is exercised during the fourth
quarter, it is effective at the end of the next succeeding fiscal year.  The redemption
price would be payable following the ordinary meeting at which the relevant annual
financial statements are approved.

Because our fixed
capital cannot be withdrawn, requests for withdrawals are satisfied only to the extent of
the available variable capital and in the order in which they are received.  Requests
that are received simultaneously are fulfilled pro rata to the extent of the available
variable capital.

Preemptive Rights

Under Mexican law,
except in limited circumstances (including mergers, sales of repurchased shares,
conversion into shares of convertible securities and issuances under Article 81 of the
Mexican Securities Market Law, which is described below), in the event of an increase in
our capital stock, a holder of record generally has the right to subscribe to shares of a
series held by such holder sufficient to maintain such holders existing proportionate
holding of shares of that series.  Preemptive rights must be exercised during a term
fixed by the shareholders at the meeting declaring the capital increase, which term must
last at least 15 days following the publication of notice of the capital increase in the
Official State Gazette.  As a result of applicable United States securities laws, holders
of ADSs may be restricted in their ability to participate in the exercise of preemptive
rights under the terms of the deposit agreement.  Shares subject to a preemptive rights
offering, with respect to which preemptive rights have not been exercised, may be sold by
us to third parties on the same terms and conditions previously approved by the
shareholders or the board of directors.  Under Mexican law, preemptive rights cannot be
waived in advance or be assigned, or be represented by an instrument that is negotiable
separately from the corresponding shares.

Article 81 of the
Mexican Securities Market Law permits the issuance and sale of shares through a public
offering without granting shareholders preemptive rights, if permitted by the bylaws and
upon, among other things, express authorization of the CNBV and the approval of the
extraordinary shareholders meeting called for such purpose.

Limitations on
Share Ownership

Ownership by
non-Mexican nationals of shares of Mexican companies is regulated by the 1993 Foreign
Investment Law and its regulations.  The Mexican Foreign Investment Commission is
responsible for the administration of the Mexican Foreign Investment Law and its
regulations.

As a general rule, the
Mexican Foreign Investment Law allows foreign holdings of up to 100% of the capital stock
of Mexican companies, except for those companies engaged in certain specified restricted
industries.  The Mexican Foreign Investment Law and its regulations require that Mexican
shareholders retain the power to determine the administrative control and the management
of corporations in industries in which special restrictions on foreign holdings are
applicable.  Foreign investment in our shares is not limited under either the Mexican
Foreign Investment Law or its regulations.

Although the Mexican
Foreign Investment Law grants broad authority to the Mexican Foreign Investment
Commission to allow foreign investors to own more than 49% of the capital of Mexican
enterprises after taking into consideration public policy and economic concerns, our
bylaws provide that Series A Shares must at all times constitute no less than 51% of all
outstanding common shares (excluding Series L Shares) and may only be held by Mexican
investors.  Under our bylaws, in the event Series A Shares are subscribed or acquired by
any other shareholders holding shares of any other series, and the shareholder is of a
nationality other than Mexican, these Series A Shares are automatically converted into
shares of the same series of stock that this shareholder owns, and this conversion will be

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considered perfected
at the same time as the subscription or acquisition, provided however that Series A
Shares may never represent less than 51% of the capital stock.

Other Provisions

Authority of the
Board of Directors

The board of directors
is our legal representative and is authorized to take any action in connection with our
operations not expressly reserved to our shareholders.  Pursuant to the Mexican
Securities Market Law, the board of directors must approve, among other matters:

- any
transactions outside of the ordinary course of our business to be undertaken with related
         parties;

- significant
asset transfers or acquisitions;

- providing
material guarantees or collateral; and

- other material
transactions.

Meetings of the board
of directors are validly convened and held if a majority of the members are present.
 Resolutions passed at these meetings will be valid if approved by a majority of the
disinterested members of the board of directors present at the meeting.  If required, the
chairman of the board of directors may cast a tie-breaking vote.

Redemption

Our fully paid shares
are subject to redemption in connection with either (1) a reduction of capital stock or
(2) a redemption with retained earnings, which, in either case, must be approved by our
shareholders at an extraordinary shareholders meeting.  The shares subject to any such
redemption would be selected by us by lot or in the case of redemption with retained
earnings, by purchasing shares by means of a tender offer conducted on the Mexican Stock
Exchange, in accordance with the Mexican General Corporations Law and the Mexican
Securities Law.

Repurchase of Shares

According to our
bylaws, we generally may not repurchase our shares, subject to certain exceptions:

- we may
repurchase fully paid shares for cancellation with distributable earnings pursuant to a
         decision of an extraordinary meeting of shareholders;

- pursuant to
judicial adjudication, we may acquire the shares of a shareholder in satisfaction of a
         debt owed to us by that shareholder; although we must sell any shares so
acquired within three          months or our capital stock will be reduced and the shares
cancelled; and

- in accordance
with our bylaws, we are permitted to repurchase our own shares on the Mexican Stock
         Exchange under certain circumstances, with funds from a special reserve created
for that purpose.          We may hold shares we repurchase as treasury shares, which
would be treated as authorized and          issued but not outstanding unless and until
subsequently subscribed for and sold.

Forfeiture of Shares

As required by Mexican
law, our bylaws provide that non-Mexican holders of our shares are (1) considered to be
Mexican with respect to such shares that they acquire or hold and (2) may not invoke the
protection of their own governments in respect of the investment represented by those
shares.  Failure to comply with our bylaws may result in a penalty of forfeiture of a
shareholders capital stock in favor of the Mexican state.  In the opinion of Lic. Carlos
Aldrete Ancira, our general counsel, under this provision, a non-Mexican holder of our
shares (including a non-Mexican holder of ADSs) is deemed to have agreed not to invoke
the protection of its own government by asking such government to

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interpose a diplomatic
claim against the Mexican state with respect to its rights as a shareholder, but is not
deemed to have waived any other rights it may have, including any rights under the United
States securities laws, with respect to its investment in our company.  If a shareholder
should invoke governmental protection in violation of this agreement, its shares could be
forfeited to the Mexican state.

Duration

Our bylaws provide
that our existence continues until 2090, unless extended through a resolution of an
extraordinary shareholders meeting.

Conflict of
Interest

Any shareholder that
has a conflict of interest with respect to a transaction of our company is required to
disclose such conflict and abstain from voting with respect to such transaction at the
relevant shareholders meeting.  A shareholder that votes on a business transaction in
which its interests conflict with those of our company may be liable for damages, but
only if the transaction would not have been approved without its vote.

Under Mexican law, any
director who has a conflict of interest with our company in any transaction must disclose
such fact to the other directors and abstain from voting.  Any director who violates such
provisions will be liable for damages.

Our directors and
statutory examiners may not represent shareholders in any shareholder meetings.

Appraisal Rights

Whenever the
shareholders approve a change of corporate purpose, change of nationality or the
transformation from one form of company to another, any shareholder entitled to vote on
such change that has voted against it, may withdraw as a shareholder of our company and
have its shares redeemed at a price per share calculated as specified under applicable
Mexican law, provided that it exercises its right within 15 days following the
adjournment of the meeting at which the change was approved.  In this case, the
shareholder would be entitled to the reimbursement of its shares, in proportion to the
companys assets in accordance with the last approved balance sheet.  Because holders of
Series L Shares are not entitled to vote on certain types of these changes, these
withdrawal rights are available to holders of Series L Shares in fewer cases than to
holders of other series of our capital stock.

Liquidation

Upon our liquidation,
one or more liquidators may be appointed to wind up our affairs.  All fully paid and
outstanding shares of capital stock (including Series L Shares) will be entitled to
participate equally in any distribution upon liquidation.  Shares that are only partially
paid participate in any distribution upon liquidation in the proportion that they have
been paid at the time of liquidation. There are no liquidation preferences for any series
of our shares.

Actions Against
Directors

Action for civil
liabilities against directors may be initiated by resolution passed at an ordinary
shareholders meeting.  In the event the shareholders decide to bring the action, the
directors against whom the action is brought immediately cease to be directors.
 Additionally, shareholders (including holders of Series L Shares) representing, in the
aggregate, not less than 15% of the capital stock may directly bring an action against
directors, provided that

- the
shareholders did not concur in the decision at the shareholders meeting not to take
action          against the directors; and

- the claim
covers all the damages alleged to have been caused to us and not only the portion
         corresponding to the shareholders.  Any recovery of damages with respect to the
action will be for          our benefit and not for the shareholders bringing action.

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Limited Liability

The liability of
shareholders for our companys losses is limited to their shareholdings in our company.

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Table of Contents

MATERIAL AGREEMENTS

We manufacture,
package, distribute and sell soft drinks and bottled water under bottler agreements with
The Coca-Cola Company.  In addition, pursuant to a tradename licensing agreement with The
Coca-Cola Company, we are authorized to use certain trademark names of The Coca-Cola
Company.  For a discussion of the terms of these agreements, see Item 4.  Information on
the CompanyBottler Agreements.

We are operated
pursuant to a shareholders agreement among two subsidiaries of FEMSA, The Coca-Cola
Company and certain of its subsidiaries.  For a discussion of the terms of this
agreement, see Item 7.  Major Shareholders and Related Party TransactionsMajor
ShareholdersThe Shareholders Agreement.

We purchase the
majority of our non-returnable plastic bottles from ALPLA, a provider authorized by The
Coca-Cola Company, pursuant to an agreement we entered into in April 1998 for our
original operations in Mexico.  Under this agreement, we rent plant space to ALPLA, where
it produces plastic bottles to certain specifications and quantities for our use.

See Item 5.
 Operating and Financial Review and ProspectsSummary of Significant Debt Obligations for
a brief discussion of certain terms of our significant debt agreements.

See Item 7.  Major
Shareholders and Related Party TransactionsRelated Party Transactions for a discussion
of other transactions and agreements with our affiliates and associated companies.

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Table of Contents

EXCHANGE CONTROLS

The Mexican economy
has suffered balance of payment deficits and shortages in foreign exchange reserves.
 While the Mexican government does not currently restrict the ability of Mexican or
foreign persons or entities to convert Mexican pesos to U.S. dollars, no assurance can be
given that the Mexican government will not institute a restrictive exchange control
policy in the future.

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Table of Contents

TAXATION

The following summary
contains a description of certain U.S. federal income and Mexican federal tax
consequences of the purchase, ownership and disposition of our 8.95% Notes due November
1, 2006, which we refer to as the Notes, Series L Shares or ADSs by a holder that is a
citizen or resident of the United States, a U.S. domestic corporation or a person or
entity that otherwise will be subject to U.S. federal income tax on a net income basis in
respect of the Notes, Series L Shares or ADSs, which we refer to as a U.S. holder, but it
does not purport to be a description of all of the possible tax considerations that may
be relevant to a decision to purchase the Notes, Series L Shares or ADSs.  In particular,
this discussion does not address all Mexican or U.S. federal income tax considerations
that may be relevant to a particular investor, nor does it address the special tax rules
applicable to certain categories of investors, such as banks, dealers, traders who elect
to mark to market, tax-exempt entities, insurance companies, certain short-term holders
of Notes, Series L Shares or ADSs or investors who hold the Notes, Series L Shares or
ADSs as part of a hedge, straddle, conversion or integrated transaction or investors who
have a functional currency other than the U.S. dollar.  U.S. holders should be aware
that the tax consequences of holding the Notes, Series L Shares or ADSs may be materially
different for investors described in the preceding sentence.  This summary deals only
with U.S. holders that will hold the Notes, Series L Shares or ADSs as capital assets and
does not address the tax treatment of a U.S. holder that owns or is treated as owning 10%
or more of the voting shares (including Series L Shares) of our company. Nor does it
address the situation of holders of Notes who did not acquire the Notes as part of the
initial distribution.

This summary is based
upon tax laws of the United States and Mexico as in effect on the date of this annual
report, including the provisions of the income tax treaty between the United States and
Mexico, which we refer in this annual report as the Tax Treaty, which are subject to
change.  The summary does not address any tax consequences under the laws of any state or
locality of Mexico or the United States or the laws of any taxing jurisdiction other than
the federal laws of Mexico and the United States.  Holders of the Notes, Series L Shares
or ADSs should consult their tax advisers as to the U.S., Mexican or other tax
consequences of the purchase, ownership and disposition of Notes, Series L Shares or
ADSs, including, in particular, the effect of any foreign, state or local tax laws.

Mexican Taxation

For purposes of this
summary, the term non-resident holder means a holder that is not a resident of Mexico
and that does not hold the Notes, Series L Shares, or ADSs in connection with the conduct
of a trade or business through a permanent establishment in Mexico.  For purposes of
Mexican taxation, an individual is a resident of Mexico if he or she has established his
or her home in Mexico, or if he or she has another home outside Mexico but his or her center
of vital interests (as defined in the Mexican Tax Code) is located in Mexico.  The center
of vital interests of an individual is situated in Mexico when, among other
circumstances, more than 50% of that persons total income during a calendar year
originates from within Mexico.  A legal entity is a resident of Mexico either if it is
organized under the laws of Mexico or if it has its principal place of business or its
place of effective management in Mexico.  A Mexican citizen is presumed to be a resident
of Mexico unless such a person can demonstrate that the contrary is true.  If a legal
entity or an individual is deemed to have a permanent establishment in Mexico for tax
purposes, all income attributable to such a permanent establishment will be subject to
Mexican taxes, in accordance with applicable tax laws.

Tax Considerations
Relating to the Notes

Taxation of Interest
and Principal in Respect of the Notes. Under Mexican income tax law, payments of
interest by a Mexican issuer in respect of its notes (including payments of principal in
excess of the issue price of such notes, which, under Mexican law, are deemed to be
interest) to a non-resident holder generally will be subject to a Mexican withholding tax
assessed at a rate of 4.9% if (1) the relevant notes are registered with the Special
Section of the National Registry of Securities and Intermediaries maintained by the
National Banking and Securities Commission, (2) the notes are placed, through banks or
brokerage houses, in a country that has entered into a treaty to avoid double taxation
with Mexico, and (3) no party related to us (defined under the applicable law as parties
that are shareholders of our company that own, directly or indirectly, individually or
collectively, with related persons (within the meaning of the applicable law) more than
ten percent of our voting stock or corporations more than twenty percent of the stock of
which is owned, directly or indirectly, individually or collectively, by related persons
of our company), directly or indirectly, is the effective beneficiary of five percent or
more of the aggregate amount of each such interest payment.

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Apart from the Mexican
income tax law discussed in the preceding paragraph, other provisions reducing the rate
of Mexican withholding taxes also may apply.  Under the Tax Treaty, the rate would be
4.9% for certain holders that are residents of the United States (within the meaning of
the Tax Treaty). If the requirements described in the preceding paragraph are not met and
no other provision reducing the rate of Mexican withholding taxes applies, such interest
payments will be subject to a Mexican withholding tax assessed at a rate of 10%.

Payments of interest
made by us with respect to the Notes to non-Mexican pension or retirement funds will be
exempt from Mexican withholding taxes, provided that any such fund (1) is duly
incorporated pursuant to the laws of its country of origin and is the effective
beneficiary of the interest accrued, (2) is exempt from income tax in such country, and
(iii) is registered with the Ministry of Finance for that purpose.

We have agreed,
subject to specified exceptions, to pay additional amounts, which we refer to as
Additional Amounts, to the holders of the Notes in respect of the Mexican withholding
taxes mentioned above.  If we pay Additional Amounts in respect of such Mexican
withholding taxes, any refunds received with respect to such Additional Amounts will be
for the account of our company.

Holders or beneficial
owners of Notes may be requested by us to provide certain information or documentation
required by applicable law to facilitate the determination of the appropriate withholding
tax rate applicable to such holders or beneficial owners.  In the event that the
specified information or documentation concerning the holder or beneficial owner, if
requested, is not provided on a timely basis, our obligation to pay Additional Amounts
may be limited.

Under existing Mexican
law and regulations, a non-resident holder will not be subject to any Mexican taxes in
respect of payments of principal made by us with respect to the Notes.

Taxation of
Dispositions of Notes.Capital gains resulting from the sale or other disposition of the
Notes are considered as interest income for income tax purposes and generally are taxable
at the reduced rate of 4.9%. The application of Mexican tax law provisions to capital
gains realized on the disposition of Notes by a non-resident holder is unclear. We
expect that no Mexican tax will be imposed on transfers of Notes between non-resident
holders effected outside of Mexico.

Tax Considerations
Relating to the Series L Shares and the ADSs

Taxation of Dividends.Under Mexican income tax law, dividends, either in cash or in kind, paid with respect to
the Series L Shares represented by ADSs or the Series L Shares are not subject to Mexican
withholding tax.

Taxation of
Dispositions of ADSs or Series L Shares. Gains from the sale or disposition of ADSs by
non-resident holders will not be subject to Mexican withholding tax. Gains from the sale
of Series L Shares carried out by non-resident holders through the Mexican Stock Exchange
or other securities markets situated in countries that have a tax treaty with Mexico will
generally be exempt from Mexican tax provided certain additional requirements are met.
Also, certain restrictions will apply if the Series L Shares are transferred as a
consequence of public offerings.

Gains on the sale or
other disposition of Series L Shares or ADSs made in other circumstances generally would
be subject to Mexican tax, regardless of the nationality or residence of the transferor.
However, under the Tax Treaty, a holder that is eligible to claim the benefits of the Tax
Treaty will be exempt from Mexican tax on gains realized on a sale or other disposition
of Series L Shares or ADSs in a transaction that is not carried out through the Mexican
Stock Exchange or other approved securities markets, so long as the holder did not own,
directly or indirectly, 25% or more of our total capital stock (including Series L Shares
represented by ADSs) within the 12-month period preceding such sale or other disposition.
 Deposits of Series L Shares in exchange for ADSs and withdrawals of Series L Shares in
exchange for ADSs will not give rise to Mexican tax.

Non-resident holders
that do not meet the requirements referred to above are subject to a 5% withholding tax
on the gross sales price received upon the sale of Series L Shares through the Mexican
Stock Exchange.  Alternatively, non-resident holders may elect to be subject to a 20% tax
rate on their net gains from the sale as calculated pursuant to the Mexican Income Tax
Law provisions.  In both cases, the financial institutions involved in the transfers must
withhold the tax.

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Other Mexican Taxes

There are no Mexican
inheritance, gift, succession or value added taxes applicable to the ownership, transfer,
exchange or disposition of the Notes, ADSs or the Series L Shares, although gratuitous
transfers of Series L Shares may in certain circumstances cause a Mexican federal tax to
be imposed upon the recipient.  There are no Mexican stamp, issue, registration or
similar taxes or duties payable by holders of the Notes, ADSs or Series L Shares.

United States
Taxation

Tax Considerations
Relating to the Notes

Taxation of Interest
and Additional Amounts in Respect of the Notes.A U.S. holder will treat the gross
amount of interest and Additional Amounts (i.e., without reduction for Mexican
withholding taxes) as ordinary interest income in respect of the Notes. Mexican
withholding taxes paid at the appropriate rate applicable to the U.S. holder will be
treated as foreign income taxes eligible for credit against such U.S. holders United
States federal income tax liability, subject to generally applicable limitations and
conditions, or, at the election of such U.S. holder, for deduction in computing such U.S.
holders taxable income. Interest and Additional Amounts generally will constitute
foreign source passive income for foreign tax credit purposes.

The calculation of
foreign tax credits and, in the case of a U.S. holder that elects to deduct foreign
taxes, the availability of deductions, involves the application of rules that depend on a
U.S. holders particular circumstances.  U.S. holders should consult their own tax
advisers regarding the availability of foreign tax credits and the treatment of
Additional Amounts.

A holder or beneficial
owner of Notes that is, with respect to the United States, a foreign corporation or a
nonresident alien individual, which we refer to as a Non-U.S. holder, generally will not
be subject to U.S. federal income or withholding tax on interest income or Additional
Amounts earned in respect of Notes, unless such income is effectively connected with the
conduct by the Non-U.S. holder of a trade or business in the United States.

Taxation of
Dispositions of Notes.A gain or loss realized by a U.S. holder on the sale, exchange,
redemption or other disposition of Notes generally will be a long-term capital gain or
loss if, at the time of the disposition, the Notes have been held for more than one year.
Long-term capital gain recognized by a U.S. holder that is an individual is subject to
lower rates of federal income taxation than ordinary income or short-term capital gain.
The deduction of capital loss is subject to limitations for U.S. federal income tax
purposes.

Tax Considerations
Relating to the Series L Shares and the ADSs

In general, for U.S.
federal income tax purposes, holders of ADSs will be treated as the owners of the Series
L Shares represented by those ADSs.

Taxation of Dividends.The gross amount of any dividends paid with respect to the Series L Shares represented
by ADSs or the Series L Shares generally will be included in the gross income of a U.S.
holder as ordinary income on the day on which the dividends are received by the U.S.
holder, in the case of the Series L Shares, or by the Depositary, in the case of the
Series L Shares represented by ADSs, and will not be eligible for the dividends received
deduction allowed to corporations under the Internal Revenue Code of 1986, as amended.
Dividends, which will be paid in Mexican pesos, will be includible in the income of a
U.S. holder in a U.S. dollar amount calculated, in general, by reference to the exchange
rate in effect on the date that they are received by the U.S. holder, in the case of the
Series L Shares, or by the Depositary, in the case of the Series L Shares represented by
the ADSs (regardless of whether such Mexican pesos are in fact converted into U.S.
dollars on such date). If such dividends are converted into U.S. dollars on the date of
receipt, a U.S. holder generally should not be required to recognize foreign currency
gain or loss in respect of the dividends. Subject to certain exceptions for short-term
and hedged positions, the U.S. dollar amount of dividends received by an individual U.S.
holder in respect of Series L Shares or ADSs before January 1, 2009 is subject to
taxation at a maximum rate of 15% if the dividends are qualified dividends. Dividends
paid on the ADSs will be treated as qualified dividends if (1) the issuer is eligible for
the benefits of a comprehensive income tax treaty with the United States that the IRS has
approved for the purposes of the qualified dividend rules and (2) the issuer was not, in
the year prior to the year in which the dividend was paid, and is not, in the year in
which the dividend is paid, (a) a passive foreign

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investment company or
(b) for dividends paid prior to the 2005 tax year, a foreign personal holding company or
foreign investment company.  The income tax treaty between Mexico and the United States
has been approved for the purposes of the qualified dividend rules.  Based on our audited
consolidated financial statements and relevant market and shareholder data, we believe
that we were not treated as a passive foreign investment company, foreign personal
holding company or foreign investment company for U.S. federal income tax purposes with
respect to our 2003 or 2004 taxable year.  In addition, based on our audited financial
statements and our current expectations regarding the value and nature of our assets, the
sources and nature of our income, and relevant market and shareholder data, we do not
anticipate becoming a passive foreign investment company for our 2005 taxable year.  U.S.
holders should consult their tax advisers regarding the treatment of the foreign currency
gain or loss, if any, on any Mexican pesos received that are converted into U.S. dollars
on a date subsequent to the date of receipt. Dividends generally will constitute foreign
source passive income for U.S. foreign tax credit purposes.

Distributions to
holders of additional Series L Shares with respect to their ADSs that are made as part of
a pro rata distribution to all of our shareholders generally will not be subject to U.S.
federal income tax.

A holder of Series L
Shares or ADSs that is, with respect to the United States, a foreign corporation or
Non-U.S. holder generally will not be subject to U.S. federal income or withholding tax
on dividends received on Series L Shares or ADSs unless such income is effectively
connected with the conduct by the Non-U.S. holder of a trade or business in the United
States.

Taxation of Capital
Gains.A gain or loss realized by a U.S. holder on the sale or other disposition of ADSs
or Series L Shares will be subject to U.S. federal income taxation as capital gain or
loss in an amount equal to the difference between the amount realized on the disposition
and such U.S. holders tax basis in the ADSs or the Series L Shares. Any such gain or
loss will be a long-term capital gain or loss if the ADSs or Series L Shares were held
for more than one year on the date of such sale. Long-term capital gain recognized by a
U.S. holder that is an individual is subject to lower rates of federal income taxation
than ordinary income or short-term capital gain. The deduction of capital loss is
subject to limitations for U.S. federal income tax purposes. Deposits and withdrawals of
Series L Shares by U.S. holders in exchange for ADSs will not result in the realization
of gain or loss for U.S. federal income tax purposes.

Gain, if any, realized
by a U.S. holder on the sale or other disposition of Series L Shares or ADSs will be
treated as U.S. source income for U.S. foreign tax credit purposes.  Consequently, if a
Mexican withholding tax is imposed on the sale or disposition of Series L Shares, a U.S.
holder that does not receive significant foreign source income from other sources may not
be able to derive effective U.S. foreign tax credit benefits in respect of these Mexican
taxes.  U.S. holders should consult their own tax advisers regarding the application of
the foreign tax credit rules to their investment in, and disposition of, Series L Shares.

A Non-U.S. holder of
Series L Shares or ADSs will not be subject to U.S. federal income or withholding tax on
any gain realized on the sale of Series L Shares or ADSs, unless (1) such gain is
effectively connected with the conduct by the Non-U.S. holder of a trade or business in
the United States, or (2) in the case of gain realized by an individual Non-U.S. holder,
the Non-U.S. holder is present in the United States for 183 days or more in the taxable
year of the sale and certain other conditions are met.

United States
Backup Withholding and Information Reporting

A U.S. holder of
Series L Shares, ADSs or notes may, under certain circumstances, be subject to backup
withholding with respect to certain payments to such U.S. holder, such as dividends,
interest or the proceeds of a sale or disposition of Series L Shares, ADSs or Notes,
unless such holder (1) is a corporation or comes within certain exempt categories, and
demonstrates this fact when so required, or (2) provides a correct taxpayer
identification number, certifies that it is not subject to backup withholding and
otherwise complies with applicable requirements of the backup withholding rules.  Any
amount withheld under these rules does not constitute a separate tax and will be
creditable against the holders U.S. federal income tax liability.  While Non-U.S.
holders generally are exempt from backup withholding, a Non-U.S. holder may, in certain
circumstances, be required to comply with certain information and identification
procedures in order to prove this exemption.

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Table of Contents

DOCUMENTS ON DISPLAY

We file reports,
including annual reports on Form 20-F, and other information with the SEC pursuant to the
rules and regulations of the SEC that apply to foreign private issuers. You may read and
copy any materials filed with the SEC at its public reference rooms in Washington, D.C.,
at 450 Fifth Street, N.W., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330
for further information on the public reference room. Filings we make electronically
with the SEC are also available to the public over the Internet at the SECs website at
http://www.sec.gov.

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Table of Contents

Item 11.
 Quantitative and Qualitative Disclosures about Market Risk

Our business
activities require the holding or issuing of financial instruments that expose us to
market risks related to changes in interest rates, foreign currency exchange rates,
equity risk and commodity price risk.

Table of Contents

Interest Rate Risk

Interest rate risk
exists principally with respect to our indebtedness that bears interest at floating
rates. At December 31, 2004, we had total indebtedness of Ps. 24,988 million, of which
37.2% bore interest at fixed interest rates and 62.8% bore interest at variable interest
rates. Swap contracts held by us effectively switch a portion of our variable-rate
indebtedness into fixed-rate indebtedness. After giving effect to these contracts, as of
December 31, 2004, 83.2% of our debt was fixed-rate and 16.8% of our debt was
variable-rate. The interest rate on our variable rate debt is generally determined by
reference to the London Interbank Offer Rate, or LIBOR, a benchmark rate used for
Eurodollar loans, the Certificados de Tesorería del Gobierno Federal(the Federal
Government Treasury Certificate), or CETEs, U.S. treasury bonds and Tasa de Interés
Interbancaria de Equilibrio(the Equilibrium Interbank Interest Rate), or TIIE. If these
reference rates increase, our interest payments would consequently increase.

The table below
provides information about our financial instruments that are sensitive to changes in
interest rates, without giving effect to interest rate swaps.  The table presents
weighted average interest rates by expected contractual maturity dates.  Weighted average
variable rates are based on the reference rates on December 31, 2004, plus spreads,
contracted by us.  The instruments actual payments are denominated in U.S. dollars,
Mexican pesos and Colombian pesos.  All of the payments in the table are presented in
Mexican pesos, our reporting currency, utilizing the December 31, 2004 exchange rate of
Ps. 11.146 Mexican pesos per U.S. dollar.

The table below also
includes the fair value of long-term debt based on the discounted value of contractual
cash flows.  The discount rate is estimated using rates currently offered for debt with
similar terms and remaining maturities.  Furthermore, the fair value of long-term notes
payable is based on quoted market prices on December 31, 2004.  As of December 31, 2004,
the fair value represents a loss amount of Ps. 3,329 million.

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Principal by Year of
Maturity(millions of constant Mexican pesos)

|                         | At December 31, 2004 | At December 31, 2003
|------------------------ | -------------------- | --------------------
|                         |                      |                     
|                         | 2005                 | 2006                
|                         |                      |                     
|Long-Term Debt:         
|Fixed Rate Debt         
|U.S. dollars             |                     | 2,230               
|Interest rate(1)         |                     | 8.95%               
|Mexican pesos            |                     | 1,436               
|Interest rate(1)         |                     | 8.65%               
|Total Fixed Rate         |                     | 3,666               
|                        
|Variable Rate Debt      
|U.S. dollars             | 7                    | 7                   
|Interest rate(1)         | 10.07%               | 10.07%              
|Mexican pesos            | 2,750                |                    
|Interest rate(1)         | 9.45%                |                    
|Colombian pesos          | 307                  | 210                 
|Interest rate(1)         | 10.10%               | 10.10%              
|Total Variable Rate      | 3,064                | 217                 
|Total Debt               | 3,064                | 3,883               
|                        
|Derivative Instruments: 
|Interest Rate Swaps     
|U.S. dollars            
|Variable to fixed(2)     |                     |                    
|Interest pay rate(1)     |                     |                    
|Interest receive rate(1) |                     |                    
|Mexican pesos           
|Variable to fixed(2)     |                     |                    
|Interest pay rate(1)     |                     |                    
|Interest receive rate(1) |                     |                    

______________________


|(1) |  | Calculated
by a weighted average rate.
|--- |  | --------------------------------------

|(2) |  | Cross
currency swaps from U.S. dollars to Mexican pesos.
|--- |  | --------------------------------------------------------

A hypothetical,
instantaneous and unfavorable change of 100 basis points in the average interest rate
applicable to our floating-rate financial instruments held at December 31, 2004 would
increase our interest expense by approximately Ps. 45 million, or 19.6% over our interest
expense for 2004, assuming no additional debt is incurred during such period, in each
case after giving effect to all of our interest rate swap and cross-currency swap
agreements.

107

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Table of Contents

Foreign Currency
Exchange Rate Risk

Our principal exchange
rate risk involves changes in the value of the local currencies of each country in which
we operate, relative to the U.S. dollar.  In 2004, the percentage of our consolidated
total revenues was denominated as follows:

Total Revenues by
Currency                                                                                                    At
December 31, 2004

|Currency                        | %   
|------------------------------- | ----
|                               
|Mexican peso                    | 57.3
|Guatemalan quetzal              | 1.9 
|Nicaraguan cordoba              | 1.6 
|Costa Rican colon               | 2.4 
|Panamanian balboa (U.S. dollar) | 1.5 
|Colombian peso                  | 8.7 
|Venezuelan bolivar              | 10.3
|Brazilian real                  | 11.0
|Argentine peso                  | 5.3 

We estimate that a
majority of our consolidated costs and expenses are denominated in Mexican pesos for
Mexican subsidiaries and in the aforementioned currencies for our non-Mexican
subsidiaries. Substantially all of our costs and expenses denominated in a foreign
currency, other than the functional currency of each country in which we operate, are
denominated in U.S. dollars.  As of December 31, 2004, 29.9% of our indebtedness was
denominated in U.S. dollars, 66.6% in Mexican pesos, 2.7% in Colombian pesos and the
remaining 0.8% in Argentine pesos and Venezuelan bolivars.  Decreases in the value of the
different currencies relative to the U.S. dollar will increase the cost of our foreign
currency-denominated operating costs and expenses and of the debt service obligations
with respect to our foreign currency denominated-debt.  A depreciation of the Mexican
peso relative to the U.S. dollar will also result in foreign exchange losses, as the
Mexican peso value of our foreign currency denominated-indebtedness is increased.

Our exposure to market
risk associated with changes in foreign currency exchange rates relates primarily to U.S.
dollar-denominated debt obligations as shown in the interest risk table above.  We
occasionally utilize currency forward contracts to hedge our exposure to the U.S. dollar
relative to the Mexican peso and other currencies.  At December 31, 2004 and 2003,
however, we did not have any forward agreements or call options to hedge our operations
denominated in U.S. dollars.

As of December 31,
2004, we had outstanding cross currency swaps, through which we exchanged the originally
contracted interest rates and currencies on notional amounts of US$ 140 million related
to long-term debt with a contracted weighted average exchange rate of Ps. 11.168.  During
the life of the contracts, the cash flows originated by the exchange of the interest
rates under the cross currency swaps match those of the underlying debt with respect to
interest payments dates and conditions.  The contracted weighted average interest rate
was 10.0%.  As of December 31, 2004, the fair value of these instruments was Ps. 1
million, and the net effect for the period ended December 31, 2004 recorded in the
interest expense amounted to Ps. 4 million.  All these cross currency swaps were settled
in January 2005.

A hypothetical,
instantaneous and unfavorable 10% devaluation in the value of the Mexican peso relative
to the U.S. dollar occurring on December 31, 2004, would have resulted in an increase in
our net consolidated integral result of financing expense of approximately Ps. 719
million over a 12-month period of 2005, reflecting higher interest expense and foreign
exchange gain generated by the cash balances held in U.S. dollars as of that date, net of
the loss based on our U.S. dollar-denominated indebtedness at December 31, 2004.
 However, this result does not take into account any gain on monetary position that would
be expected to result from an increase in the inflation rate generated by a devaluation
of the Mexican peso relative to the U.S. dollar, which gain on monetary position would
reduce the consolidated net integral result of financing.

108

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As of March 11, 2005,
the exchange rates relative to the U.S. dollar of all the countries in which we operate
have appreciated or depreciated compared to December 31, 2004 as follows:

|           | Exchange RateMarch 11, 2005 | (Depreciation) orAppreciation
|---------- | --------------------------- | -----------------------------
|           |                             |                              
|Mexico     | 11.0230                     | 1.1%                         
|Guatemala  | 7.6397                      | 1.5%                         
|Nicaragua  | 16.4826                     | (0.9)%                       
|Costa Rica | 467.2400                    | (1.7)%                       
|Panama     | 1.0000                      |                             
|Colombia   | 2,332.7200                  | 2.4%                         
|Venezuela  | 2,150.0000                  | (12.0)%                      
|Brazil     | 2.7021                      | (1.8)%                       
|Argentina  | 2.9200                      | 2.0%                         

A hypothetical,
instantaneous and unfavorable 10% devaluation in the value of the currencies of each of
the countries in which we operate relative to the U.S. dollar at December 31, 2004, would
produce a reduction in stockholders equity of approximately the following amounts:

|           | Reduction inStockholders equity(millions of Mexican pesos)
|---------- | -----------------------------------------------------------
|           |                                                            
|Mexico     | Ps. 2,070                                                  
|Guatemala  | 22                                                         
|Nicaragua  | 64                                                         
|Costa Rica | 189                                                        
|Panama     |                                                           
|Colombia   | 516                                                        
|Venezuela  | 149                                                        
|Brazil     | 265                                                        
|Argentina  | 75                                                         

Table of Contents

Equity Risk

During 2002, one of
our subsidiaries entered into an equity forward sale contract that was renewed in
March and June of 2004 and was finally settled on September 18, 2004.  The contract
covered 92% of the Molson shares received from the sale of Kaiser, with a notional amount
of approximately Ps. 214 million.  In 2003, we recorded a loss on this instrument of Ps.
78 million, which resulted from the difference between the strike price of the forward
contract and the market value of the shares.  As of December 31, 2004, the remaining
investment in Molson shares was recorded at its market value.  The net effect in income
resulting from the settlement of the forward contract that covered the Molson shares and the underlying Molson shares, was
a gain of Ps. 19 million in 2004.

Table of Contents

Commodity Price Risk

During 2003 and 2002,
we entered into various derivative contracts maturing in 2004 and 2003 to hedge the cost
of aluminum and carbonated gas.  The result of the commodity price contracts was a gain
of Ps. 3 as of each of December 31, 2004 and 2003, which was recorded in the results of
operations of the year.  The fair value is estimated based on quoted market prices to
terminate the contracts at the reporting date.

During 2004, we
entered into various derivative contracts with a notional value Ps. 6 million, maturing
in 2004 and 2005 to hedge the cost of sugar.  The result of these commodity price
contracts was immaterial.

109

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Table of Contents

Items 12-14.  Not
Applicable

Table of Contents

Item 15.  Controls
and Procedures

(a)               As
of December 31, 2004, we carried out an evaluation under the supervision and with the
participation of our management, including our Chief Executive Officer and Chief
Financial Officer, of the effectiveness of the design and operation of our disclosure
controls and procedures.  There are inherent limitations to the effectiveness of any
system of disclosure controls and procedures, including the possibility of human error
and the circumvention or overriding of the controls and procedures.  Accordingly, even
effective disclosure controls and procedures can only provide reasonable assurance of
achieving their control objectives.  Based upon and as of the date of our evaluation, our
Chief Executive Officer and Chief Financial Officer concluded that the disclosure
controls and procedures are effective to provide reasonable assurance that information
required to be disclosed in the reports we file and submit under the Securities Exchange
Act of 1934, as amended, is recorded, processed, summarized and reported as and when
required.

(b)
              There has been no change in our internal control over financial reporting
during 2004 that has materially affected, or is reasonably likely to materially affect,
our internal control over financial reporting.

Table of Contents

Item 16A.  Audit
Committee Financial Expert

Our shareholders and our board of directors



 have designated

 José Manuel Canal Hernando, an independent director as required by the
Mexican Securities Market Law and applicable New York Stock Exchange listing standards,
as an audit committee financial expert within the meaning of this Item 16A.  See Item
6.  Directors, Senior Management and EmployeesDirectors.

Table of Contents

Item 16B.  Code of
Ethics

We have adopted a code
of ethics, within the meaning of this Item 16B of Form 20-F under the Securities Exchange
Act of 1934, as amended. Our code of ethics applies to our Chief Executive Officer,
Chief Financial Officer and persons performing similar functions as well as to our
directors and other officers and employees. Our code of ethics is available on our
website at www.coca-colafemsa.com.If we amend the provisions of our code of ethics that
apply to our Chief Executive Officer, Chief Financial Officer and persons performing
similar functions, or if we grant any waiver of such provisions, we will disclose such
amendment or waiver on our website at the same address.

Table of Contents

Item 16C.
 Principal Accountant Fees and Services

Audit and Non-Audit
Fees

The following table
summarizes the aggregate fees billed to us by Galaz, Yamazaki, Ruiz Urquiza, S.C., a
member firm of Deloitte Touche Tohmatsu, and its affiliates including Deloitte
Consulting, which we collectively refer to as Deloitte, during the fiscal years ended
December 31, 2003 and 2004:

|                   | Year ended December 31,    
|------------------ | ---------------------------
|                   |                            
|                   | 2004                       
|                   |                            
|                   | (millions of Mexican pesos)
|                   |                            
|Audit fees         | Ps. 35                     
|Audit-related fees | 3                          
|Tax fees           | 5                          
|Other fees         |                           
|                   |                            
|Total fees         | Ps. 43                     

Audit fees. Audit
fees in the above table are the aggregate fees billed by Deloitte in connection with the
audit of our annual financial statements, the review of our quarterly financial
statements, and statutory and regulatory audits.

110

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Additionally, in 2003,
the audit fees included the opening balance sheet audit fees associated with the Panamco
acquisition.

Audit-related Fees.Audit-related fees in the above table for the years ended December 31, 2004 and 2003 are
the aggregate fees billed by Deloitte for financial accounting and reporting
consultations.

Tax Fees.Tax fees in
the above table are fees billed by Deloitte for services based upon existing facts and
prior transactions in order to document, compute and obtain government approval for
amounts included in tax filings such as value-added tax return assistance, transfer
pricing documentation and requests for technical advice from taxing authorities.

Other Fees.Other
fees in the above table are fees billed by Deloitte for non-audit services and 3.3%
rendered by Deloitte Consulting. As a percentage of total fees billed to Coca-Cola
FEMSA, other fees represent less than 0.1% and 3.3% for 2004 and 2003, respectively.

Audit Committee
Pre-Approval Policies and Procedures

We have adopted
pre-approval policies and procedures under which all audit and non-audit services
provided by our external auditors must be pre-approved by the audit committee as set
forth in the audit committees charter.  Any service proposals submitted by external
auditors need to be discussed and approved by the audit committee during its meetings,
which take place at least four times a year.  Once the proposed service is approved, we
or our subsidiaries formalize the engagement of services.  The approval of any audit and
non-audit services to be provided by our external auditors is specified in the minutes of
our audit committee.  In addition, the members of our board of directors are briefed on
matters discussed by the different committees of our board.

Table of Contents

Item 16D.  Not
Applicable

Table of Contents

Item 16E.
 Purchases of Equity Securities by the Issuer and Affiliated Purchasers

We did not purchase
any of our equity securities in 2004.  The following table presents purchases by trusts
that we administer in connection with our stock incentive plans, which purchases may be
deemed to be purchases by an affiliated purchaser of us.  See Item 6.  Directors, Senior
Management and EmployeesStock Incentive Plan and EVA-Based Stock Incentive Plan.

|Period           | Total Number of Series L Shares Purchased | Average Price Paid per Series L Share | Total Number of Shares Purchased as part of Publicly Announced Plans or Programs | Maximum Number (or Appropriate U.S. Dollar Value) of Shares (or Units) that May Yet Be Purchased Under the Plans or Programs
|---------------- | ----------------------------------------- | ------------------------------------- | -------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------
|                 |                                           |                                       |                                                                                  |                                                                                                                             
|May 27  May 31  | 64,400                                    | Ps. 24.84                             | -                                                                                | -                                                                                                                           
|June 1  June 17 | 502,524                                   | Ps. 25.01                             | -                                                                                | -                                                                                                                           
|                 |                                           |                                       |                                                                                  |                                                                                                                             
|Total            | 569,924                                   | -                                     | -                                                                                | -                                                                                                                           
|                 |                                           |                                       |                                                                                  |                                                                                                                             

Table of Contents

Item 17.  Not
Applicable

Table of Contents

Item 18.  Financial
Statements

Reference is made to
Item 19(a) for a list of all financial statements filed as part of this annual report.

111

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Table of Contents

Item 19.  Exhibits

|(a) List of Financial Statements                                                                                | Page
|--------------------------------------------------------------------------------------------------------------- | ----
|                                                                                                               
|Report of Independent Registered Public Accounting Firm                                                         | F-1 
|                                                                                                               
|Consolidated Balance Sheets at December 31, 2004 and 2003                                                       | F-2 
|                                                                                                               
|Consolidated Income Statements For the Years Ended December 31, 2004, 2003 and 2002                             | F-4 
|                                                                                                               
|Consolidated Statements of Changes in Financial Position For the Years Ended December 31, 2004, 2003 and 2002   | F-5 
|                                                                                                               
|Consolidated Statements of Changes in Stockholders Equity For the Years Ended December 31, 2004, 2003 and 2002 | F-6 
|                                                                                                               
|Notes to the Consolidated Financial Statements*                                                                 | F-8 

______________________


|* |  | All
supplementary schedules relating to the registrant are omitted because they are not
required or because the required information, where material, is contained in the
Financial Statements or Notes thereto.
|- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

(b) List
of Exhibits

|Exhibit No: | Description                                                                                                                                                                                                                                                                                                                           
|----------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit 1.1 | Amended and Restated Bylaws (Estatutos Sociales) of Coca-Cola FEMSA, dated May 6, 2003 (with English translation) (incorporated by reference to Exhibit 1.3 to Coca-Cola FEMSAs Annual Report on Form 20-F filed on June 27, 2003 (File No. 1-12260)).                                                                               
|           
|Exhibit 2.1 | Deposit Agreement, dated as of September 1, 1993, among Coca-Cola FEMSA, the Bank of New York, as Depositary, and Holders and Beneficial Owners of American Depository Receipts (incorporated by reference to Exhibit 3.5 to the Registration Statement of FEMSA on Form F-4 filed on April 9, 1998 (File No. 333-8618)).             
|           
|Exhibit 2.2 | Deposit Agreement, among FEMSA, as Registrant, The Bank of New York, and all owners and holders from time to time of any American Depositary Receipts, including the form of American Depositary Receipt (incorporated by reference to FEMSAs Registration Statement on Form F-6 filed on January 30, 2004 (File No. 333-112342)).   
|           
|Exhibit 2.3 | Indenture Agreement, dated as of October 28, 1996, between Coca-Cola FEMSA and Citibank, N.A., as Trustee (incorporated by reference to Exhibit 2.1 to Coca-Cola FEMSAs Annual Report on Form 20-F filed on June 30, 1997 (File No. 1-12260)).                                                                                       
|           
|Exhibit 2.4 | Indenture, dated July 11, 1997, by and between Corporación Interamericana de Bebidas, S.A. de C.V. and The Chase Manhattan Bank, as Trustee (incorporated by reference to Exhibit 4.1 of Panamcos Registration Statement on Form F-4, (File No. 333-7918)).                                                                          
|           
|Exhibit 2.5 | First Supplemental Indenture, dated October 15, 2003, between Corporación Interamericana de Bebidas, S.A. de C.V., as Issuer, Coca-Cola FEMSA, as Guarantor, and JPMorgan Chase Bank, as Trustee (incorporated by reference to Exhibit 2.5 to Coca-Cola FEMSAs Annual Report on Form 20-F filed on April 5, 2004 (File No. 1-12260)).
|           

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|Exhibit No: | Description                                                                                                                                                                                                                                                                                                                                                                                    
|----------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit 2.6 | Second Supplemental Indenture, dated November 19, 2003, between Corporación Interamericana de Bebidas, S.A. de C.V., as Issuer, Coca-Cola FEMSA, as Guarantor, and JPMorgan Chase Bank, as Trustee (incorporated by reference to Exhibit 2.6 to Coca-Cola FEMSAs Annual Report on Form 20-F filed on April 5, 2004 (File No. 1-12260)).                                                       
|           
|Exhibit 2.7 | Term Loan Agreement, dated April 23, 2003, by and among Coca-Cola FEMSA, JPMorgan Chase Bank, Banco J.P. Morgan, S.A., Morgan Stanley Senior Funding, Inc., J.P. Morgan Securities Inc., Banco Nacional de México, S.A., BBVA Bancomer and ING Bank, N.V. (incorporated by reference to Exhibit 2.6 to Coca-Cola FEMSAs Annual Report on Form 20-F filed on June 27, 2003 (File No. 1-12260)).
|           
|Exhibit 2.8 | Amended and Restated Shareholders Agreement dated as of July 6, 2002, by and among CIBSA, Emprex, The Coca-Cola Company and Inmex, (incorporated by reference to Exhibit 4.13 to Coca-Cola FEMSAs Annual Report on Form 20-F filed on June 27, 2003 (File No. 1-12260)).                                                                                                                      
|           
|Exhibit 4.1 | Amendment, dated May 6, 2003, to the Amended and Restated Shareholders Agreement, dated July 6, 2002, among CIBSA, Emprex, The Coca-Cola Company, Inmex, Atlantic Industries, Dulux CBAI 2003 B.V. and Dulux CBEXINMX 2003 B.V. (incorporated by reference to Exhibit 4.14 to Coca-Cola FEMSAs Annual Report on Form 20-F filed on June 27, 2003 (File No. 1-12260)).                         
|           
|Exhibit 4.2 | Amended and Restated Bottler Agreement, dated June 21, 2003, between Coca-Cola FEMSA and The Coca-Cola Company with respect to operations in the valley of Mexico (incorporated by reference to Exhibit 4.3 to Coca-Cola FEMSAs Annual Report on Form 20-F filed on April 5, 2004 (File No. 1-12260)).                                                                                        
|           
|Exhibit 4.3 | Supplemental Agreement, dated June 21, 1993, between Coca-Cola FEMSA and The Coca-Cola Company with respect to operations in the valley of Mexico (with English translation) (incorporated by reference to Exhibit 10.3 to Coca-Cola FEMSAs Registration Statement on Form F-1 filed on August 13, 1993 (File No. 333-67380)).                                                                
|           
|Exhibit 4.4 | Amended and Restated Bottler Agreement, dated June 21, 2003, between Coca-Cola FEMSA and The Coca-Cola Company with respect to operations in the southeast of Mexico (incorporated by reference to Exhibit 4.5 to Coca-Cola FEMSAs Annual Report on Form 20-F filed on April 5, 2004 (File No. 1-12260)).                                                                                     
|           
|Exhibit 4.5 | Supplemental Agreement, dated June 21, 1993, between Coca-Cola FEMSA and The Coca-Cola Company with respect to operations in the southeast of Mexico (with English translation) (incorporated by reference to Exhibit 10.4 to Coca-Cola FEMSAs Registration Statement on Form F-1 filed on August 13, 1993 (File No. 333-67380)).                                                             
|           
|Exhibit 4.6 | Bottler Agreement, dated July 1, 1999, between Panamco Golfo, S.A. de C.V. and The Coca-Cola Company with respect to operations in Golfo, Mexico (English translation) (incorporated by reference to Exhibit 4.32 to Coca-Cola FEMSAs Annual Report on Form 20-F filed on June 27, 2003 (File No. 1-12260)).                                                                                  
|           
|Exhibit 4.7 | Bottler Agreement, dated July 1, 1999, between Panamco Bajio, S.A. de C.V. and The Coca-Cola Company with respect to operations in Bajio, Mexico (English translation) (incorporated by reference to Exhibit 4.33 to Coca-Cola FEMSAs Annual Report on Form 20-F filed on June 27, 2003 (File No. 1-12260)).                                                                                  
|           

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|Exhibit No:  | Description                                                                                                                                                                                                                                                                                                                                                                          
|------------ | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit 4.8  | Bottler Agreement and Letter Agreement, both dated March 18, 2000, between The Coca-Cola Company and Embotelladora Central, S.A with respect to operations in Guatemala (English translation) (incorporated by reference to Exhibit 4.9 to Coca-Cola FEMSAs Annual Report on Form 20-F filed on April 5, 2004 (File No. 1-12260)).                                                  
|            
|Exhibit 4.9  | Bottler Agreement and Letter Agreement, both dated May 13, 2001, between The Coca-Cola Company and Panamco de Nicaragua, S.A. with respect to operations in Nicaragua (English translation) (incorporated by reference to Exhibit 4.10 to Coca-Cola FEMSAs Annual Report on Form 20-F filed on April 5, 2004 (File No. 1-12260)).                                                   
|            
|Exhibit 4.10 | Bottler Agreement and Letter Agreement, both dated October 1, 2002, between The Coca-Cola Company and Embotelladora Panamco Tica, S.A. with respect to operations in Costa Rica (English translation) (incorporated by reference to Exhibit 4.11 to Coca-Cola FEMSAs Annual Report on Form 20-F filed on April 5, 2004 (File No. 1-12260)).                                         
|            
|Exhibit 4.11 | Bottler Agreement, dated July 1, 1999, between The Coca-Cola Company and Panamco-Colombia, S.A., with respect to operations in Colombia (English translation) (incorporated by reference to Exhibit 4.12 to Coca-Cola FEMSAs Annual Report on Form 20-F filed on April 5, 2004 (File No. 1-12260)).                                                                                 
|            
|Exhibit 4.12 | Renewal Letter, dated March 17, 2005, between The Coca-Cola Company and Panamco-Colombia, S.A., with respect to operations in Colombia (English translation).                                                                                                                                                                                                                        
|            
|Exhibit 4.13 | Bottler Agreement, dated August 16, 1996 and Letter of Renewal, dated February 9, 2001, between The Coca-Cola Company and Embotelladora Coca-Cola y Hit de Venezuela, S.A. with respect to operations in Venezuela (English translation) (incorporated by reference to Exhibit 4.13 to Coca-Cola FEMSAs Annual Report on Form 20-F filed on April 5, 2004 (File No. 1-12260)).      
|            
|Exhibit 4.14 | Bottler Agreement, dated August 16, 1996 and Letter of Renewal, dated February 9, 2001, between Advantage Investments, Inc. and Embotelladora Coca-Cola y Hit de Venezuela, S.A. with respect to operations in Venezuela (English translation) (incorporated by reference to Exhibit 4.14 to Coca-Cola FEMSAs Annual Report on Form 20-F filed on April 5, 2004 (File No. 1-12260)).
|            
|Exhibit 4.15 | Manufacturing Agreement, dated April 16, 1999, between Coca-Cola Industrias Ltda., SPAL  Industria Brasileira de Bebidas, S.A. and The Coca-Cola Company with respect to operations in São Paulo, Brazil (English translation) (incorporated by reference to Exhibit 4.15 to Coca-Cola FEMSAs Annual Report on Form 20-F filed on April 5, 2004 (File No. 1-12260)).               
|            
|Exhibit 4.16 | Manufacturing Agreement, dated April 16, 1999, between Coca-Cola Industrias Ltda., SPAL  Industria Brasileira de Bebidas, S.A. and The Coca-Cola Company with respect to operations in Campinas, Brazil (English translation) (incorporated by reference to Exhibit 4.16 to Coca-Cola FEMSAs Annual Report on Form 20-F filed on April 5, 2004 (File No. 1-12260)).                
|            
|Exhibit 4.17 | Manufacturing Agreement, dated April 16, 1999, between Coca-Cola Industrias Ltda., SPAL  Industria Brasileira de Bebidas, S.A., and The Coca-Cola Company with respect to operations in Campo Grande, Brazil (English translation) (incorporated by reference to Exhibit 4.17 to Coca-Cola FEMSAs Annual Report on Form 20-F filed on April 5, 2004 (File No. 1-12260)).           
|            
|Exhibit 4.18 | Bottler Agreement, dated August 22, 1994, between Coca-Cola FEMSA and The Coca-Cola Company with respect to operations in Argentina (with English translation) (incorporated by reference to Exhibit 10.1 to Coca-Cola FEMSAs Annual Report on Form 20-F filed on June 30, 1995 (File No. 1-12260)).                                                                                

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|Exhibit No:  | Description                                                                                                                                                                                                                                                                                                                                                                       
|------------ | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit 4.19 | Supplemental Agreement, dated August 22, 1994, between Coca-Cola FEMSA and The Coca-Cola Company with respect to operations in Argentina (with English translation) (incorporated by reference to Exhibit 10.2 to Coca-Cola FEMSAs Annual Report on Form 20-F filed on June 30, 1995 (File No. 1-12260)).                                                                        
|            
|Exhibit 4.20 | Amendments, dated May 17 and July 20, 1995, to Bottler Agreement and Letter of Agreement, dated August 22, 1994, each with respect to operations in Argentina, between Coca-Cola FEMSA and The Coca-Cola Company (with English translation) (incorporated by reference to Exhibit 10.3 to Coca-Cola FEMSAs Annual Report on Form 20-F filed on June 28, 1996 (File No. 1-12260)).
|            
|Exhibit 4.21 | Bottler Agreement, dated December 1, 1995, between Coca-Cola FEMSA and The Coca-Cola Company with respect to operations in SIRSA (with English translation) (incorporated by reference to Exhibit 10.4 to Coca-Cola FEMSAs Annual Report on Form 20-F filed on June 28, 1996 (File No. 1-12260)).                                                                                
|            
|Exhibit 4.22 | Supplemental Agreement, dated December 1, 1995, between Coca-Cola FEMSA and The Coca-Cola Company with respect to operations in SIRSA (with English translation) (incorporated by reference to Exhibit 10.6 to Coca-Cola FEMSAs Annual Report on Form 20-F filed on June 28, 1996 (File No. 1-12260)).                                                                           
|            
|Exhibit 4.23 | Amendment, dated February 1, 1996, to Bottler Agreement between Coca-Cola FEMSA and The Coca-Cola Company with respect to operations in SIRSA, dated December 1, 1995 (with English translation) (incorporated by reference to Exhibit 10.5 to Coca-Cola FEMSAs Annual Report on Form 20-F filed on June 28, 1996 (File No. 1-12260)).                                           
|            
|Exhibit 4.24 | Amendment, dated May 22, 1998, to Bottler Agreement with respect to the former SIRSA territory, dated December 1, 1995, between Coca-Cola FEMSA and The Coca-Cola Company (with English translation) (incorporated by reference to Exhibit 4.12 to Coca-Cola FEMSAs Annual Report on Form 20-F filed on June 20, 2001 (File No. 1-12260)).                                       
|            
|Exhibit 4.25 | Coca-Cola Tradename License Agreement dated June 21, 1993, between Coca-Cola FEMSA and The Coca-Cola Company (with English translation) (incorporated by reference to Exhibit 10.40 to FEMSAs Registration Statement on Form F-4 filed on April 9, 1998 (File No. 333-8618)).                                                                                                    
|            
|Exhibit 4.26 | Amendment to the Trademark License Agreement, dated December 1, 2002, entered by and among Administracion de Marcas S.A. de C.V., as proprietor, and The Coca-Cola Export Corporation Mexico branch, as licensee (incorporated by reference to Exhibit 10.3 of Panamcos Quarterly Report on Form 10-Q for the period ended March 31, 2003 (File No. 1-2290)).                    
|            
|Exhibit 4.27 | Trademark Sub-License Agreement, dated January 4, 2003, entered by and among Panamco Golfo S.A. de C.V., as licensor, and The Coca-Cola Company, as licensee (incorporated by reference to Exhibit 10.6 of Panamcos Quarterly Report on Form 10-Q for the period ended March 31, 2003 (File No. 1-2290)).                                                                        
|            
|Exhibit 4.28 | Trademark Sub-License Agreement, dated January 4, 2003, entered by and among Panamco Bajio S.A. de C.V., as licensor, and The Coca-Cola Company, as licensee (incorporated by reference to Exhibit 10.7 of Panamcos Quarterly Report on Form 10-Q for the period ended March 31, 2003 (File No. 1-2290)).                                                                        
|            
|Exhibit 4.29 | Supply Agreement dated June 21, 1993, between Coca-Cola FEMSA and FEMSA Empaques,                                                                                                                                                                                                                                                                                                 

115

---



|Exhibit No:  | Description                                                                                                                                                                                                                                                                                                                           
|------------ | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|             | (incorporated by reference to Exhibit 10.7 to Coca-Cola FEMSAs Registration Statement on Form F-1 filed on August 13, 1993 (File No. 333-67380)).                                                                                                                                                                                    
|            
|Exhibit 4.30 | Supply Agreement dated April 3, 1998, between ALPLA Fábrica de Plásticos, S.A. de C.V. and Industria Embotelladora de México, S.A. de C.V. (with English translation) (incorporated by reference to Exhibit 4.18 to Coca-Cola FEMSAs Annual Report on Form 20-F filed on July 1, 2002 (File No. 1-12260)).*                          
|            
|Exhibit 4.31 | Services Agreement, dated November 7, 2000, between Coca-Cola FEMSA and FEMSA Logística (with English translation) (incorporated by reference to Exhibit 4.15 to Coca-Cola FEMSAs Annual Report on Form 20-F filed on June 20, 2001 (File No. 1-12260)).                                                                             
|            
|Exhibit 4.32 | Promotion and Non-Compete Agreement, dated March 11, 2003, entered by and among The Coca-Cola Export Corporation Mexico branch and Panamco Bajio S.A. de C.V. (with English translation) (incorporated by reference to Exhibit 10.8 of Panamcos Quarterly Report on Form 10-Q for the period ended March 31, 2003 (File No. 1-2290)).
|            
|Exhibit 4.33 | Promotion and Non-Compete Agreement, dated March 11, 2003, entered by and among The Coca-Cola Export Corporation Mexico branch and Panamco Golfo S.A. de C.V. (with English translation) (incorporated by reference to Exhibit 10.9 of Panamcos Quarterly Report on Form 10-Q for the period ended March 31, 2003 (File No. 1-2290)).
|            
|Exhibit 4.34 | Memorandum of Understanding, dated as of March 11, 2003, by and among Panamco, as seller, and The Coca-Cola Company, as buyer  (incorporated by reference to Exhibit 10.14 of Panamcos Quarterly Report on Form 10-Q for the period ended March 31, 2003 (File No. 1-2290)).                                                         
|            
|Exhibit 7.1  | The Coca-Cola Company memorandum, to Steve Heyer from José Antonio Fernández, dated December 22, 2002 (incorporated by reference to Exhibit 10.1 to FEMSAs Registration Statement on Amendment No. 1 to the Form F-3 filed on September 20, 2004 (File No. 333-117795)).                                                             
|            
|Exhibit 8.1  | Significant Subsidiaries.                                                                                                                                                                                                                                                                                                             
|            
|Exhibit 12.1 | CEO Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, dated April 4, 2005.                                                                                                                                                                                                                                     
|            
|Exhibit 12.2 | CFO Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, dated April 4, 2005.                                                                                                                                                                                                                                     
|            
|Exhibit 13.1 | Officer Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, dated April 4, 2005.                                                                                                                                                                                                                                 

______________________


|* |  | Portions
of Exhibit 4.30 have been omitted pursuant to a request for confidential treatment.  Such
omitted portions have been filed separately with the Securities and Exchange Commission.
|- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

116

---



Omitted from the
exhibits filed with this annual report are certain instruments and agreements with
respect to long-term debt of Coca-Cola FEMSA, none of which authorizes securities in a
total amount that exceeds 10% of the total assets of Coca-Cola FEMSA.  We hereby agree to
furnish to SEC copies of any such omitted instruments or agreements as the SEC requests.

117

---



SIGNATURE

Pursuant to the
requirements of Section 12 of the Securities Exchange Act of 1934, the registrant
certifies that it meets all the requirements for filing on Form 20-F and has duly caused
this Annual Report to be signed on its behalf by the undersigned, thereunto duly
authorized.

Dated: April 4, 2005

| | COCA-COLA FEMSA, S.A. de C.V.
| | -----------------------------
|
|
| | By:/s/                       
| |                              

118

---



Report of
Independent Registered Public Accounting FirmTo the Board of Directors and
Stockholders of Coca-Cola FEMSA, S.A. de C.V.:

We have  audited  the
 accompanying  consolidated  balance  sheets of  Coca-Cola  FEMSA,  S.A.  de C.V.  (a
 Mexican  corporation)  and subsidiaries  (the  Company)  as of  December  31, 2004 and
2003,  and the  related  consolidated  statements  of income,  changes in financial
 position  and changes in  stockholders  equity for each of the three  years in the
period  ended  December  31,  2004,  all expressed in millions of Mexican pesos of
purchasing power as of December 31, 2004. These financial  statements are the
 responsibility of the Companys management. Our responsibility is to express an opinion
on these financial statements based on our audits.

We conducted  our
audits in  accordance  with  auditing  standards  generally  accepted in Mexico and with
the  standards of the Public Company  Accounting  Oversight Board (United States of
America).  Those standards  require that we plan and perform the audit to obtain
reasonable  assurance about whether the financial  statements are free of material
 misstatement.  The Company is not required to have, nor were we engaged to perform,  an
audit of its  internal  control over  financial  reporting.  Our audit  included
 consideration  of internal control over financial  reporting as a basis for designing
audit procedures that are appropriate in the  circumstances but not for the  purpose  of
 expressing  an  opinion  on the  effectiveness  of the  Companys  internal  control
 over  financial  reporting. Accordingly,  we express no such opinion.  An audit also
 includes  examining,  on a test basis,  evidence  supporting  the amounts and
disclosures in the financial  statements.  An audit also includes  assessing the
accounting  principles used and significant  estimates made by  management,  as well as
 evaluating  the  overall  financial  statement  presentation.  We believe  that our
audits  provide a reasonable basis for our opinion.

In our opinion,  such
consolidated  financial statements present fairly, in all material respects,  the
financial position of Coca-Cola FEMSA,  S.A.  de C.V.  and  subsidiaries  as of  December
 31, 2004 and 2003,  and the  results of their  operations,  changes in their financial
 position and changes in their  stockholders  equity for each of the three years in the
period ended  December 31, 2004,  in conformity with accounting principles generally
accepted in Mexico.

As mentioned in Note
2, the Company  acquired  Panamerican  Beverages,  Inc. on May 6, 2003,  incorporating
 its results of  operations since the date of acquisition,  as a result of which the
 consolidated  statements of income and changes in financial  position for the years
ended December 31, 2004, 2003 and 2002 are not comparable.

Accounting  principles
generally accepted in Mexico vary in certain significant respects from accounting
 principles generally accepted in the United States of America.  The  application  of the
latter would have affected the  determination  of net income for each of the three years
in the period ended  December 31, 2004, and the  determination  of  stockholders  equity
at December 31, 2004 and 2003, to the extent summarized in Note 26.

Our audits also
 comprehended  the  translation  of the Mexican  peso  amounts  into U.S.  dollar
 amounts  and, in our  opinion,  such translation has been made in conformity with the
basis stated in Note 3. The translation of the financial  statement  amounts into U.S.
dollars and the  translation  of the  financial  statements  into English have been made
solely for the  convenience  of readers in the United States of America.

Galaz,Yamazaki, Ruiz
Urquiza, S.C.Member of Deloitte Touche Tohmatsu

/s/ C.P.C. Jorge Alamillo Sotomayor 
  C.P.C. Jorge Alamillo
SotomayorMexico City, MexicoFebruary 11, 2005

F-1

---



Translation of
financial statements originally issued in Spanish

Coca-Cola FEMSA, S.A.
de C.V. and SubsidiariesConsolidated Balance Sheets

At December 31, 2004
and 2003Amounts expressed in millions of US Dollars ($) and in milIions of constant
Mexican Pesos (Ps.) as of December 31, 2004

|                                  
|----------------------------------
|                                  
|ASSETS                            
|                                  
|Current Assets:                   
|Cash and cash equivalents         
|                                  
|Accounts receivable:              
|Trade                             
|Notes                             
|Other                             
|                                  
|                                  
|                                  
|Recoverable taxes                 
|Inventories                       
|Prepaid expenses                  
|                                  
|Total Current Assets              
|Property, Plant and Equipment, Net
|Investments in Shares             
|Deferred Tax Assets, Net          
|Other Assets, Net                 
|Intangible Assets, Net            
|                                  
|TOTAL ASSETS                      
|                                  

F-2

---



|                                                
|------------------------------------------------
|                                                
|LIABILITIES AND STOCKHOLDERS' EQUITY            
|                                                
|Current Liabilities:                            
|Bank loans                                      
|Current maturities of long-term debt            
|Interest payable                                
|Suppliers                                       
|Accrued expenses                                
|Accrued taxes                                   
|Other liabilities                               
|                                                
|Total Current Liabilities                       
|                                                
|Long-term Liabilities:                          
|Bank loans and notes payable                    
|Pension plan                                    
|Seniority premiums                              
|Deferred taxes liability, net                   
|Other liabilities                               
|                                                
|Total Long-term Liabilities                     
|                                                
|Total Liabilities                               
|                                                
|Stockholders' Equity:                           
|Minority interest in consolidated subsidiaries  
|                                                
|Majority interest:                              
|Capital stock                                   
|Additional paid-in capital                      
|Retained earnings from prior years              
|Net income for the year                         
|Cumulative translation adjustment               
|Cumulative result of holdingn on monetary assets
|Additional labor liability                      
|                                                
|Total Majority Interest                         
|                                                
|Total Stockholders' Equity                      
|                                                
|TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY      
|                                                

The accompanying
notes are an integral part of these consolidated balance sheets.


Mexico, D.F. February
11, 2005

|Carlos Salazar Lomelín  | Héctor Treviño Gutiérrez                  
|----------------------- | ------------------------------------------
|Chief Executive Officer | Chief Financial and Administrative Officer

F-3

---



Translation of
financial statements originally issued in Spanish

Coca-Cola FEMSA, S.A.
de C.V. and SubsidiariesConsolidated Income StatementsFor the years ended
December 31, 2004, 2003 and 2002Amounts expressed in millions of US Dollars ($) and
in milIions of constant Mexican Pesos (Ps.) as of December 31, 2004, except income per
share

|                                                                   
|-------------------------------------------------------------------
|                                                                   
|                                                                   
|                                                                   
|Net sales                                                          
|Other operating revenues                                           
|                                                                   
|Total revenues                                                     
|Cost of sales                                                      
|                                                                   
|Gross profit                                                       
|                                                                   
|Operating expenses:                                                
|Administrative                                                     
|Selling                                                            
|                                                                   
|                                                                   
|Intangible amortization                                            
|                                                                   
|Income from operations                                             
|                                                                   
|Integral cost of financing:                                        
|Interest expense                                                   
|Interest income                                                    
|Foreign exchange (gain) loss, net                                  
|Gain on monetary position                                          
|                                                                   
|                                                                   
|                                                                   
|Other expense, net                                                 
|                                                                   
|Income for the year before income taxes and employee profit sharing
|Income taxes and employee profit sharing                           
|                                                                   
|Net income for the year                                            
|                                                                   
|Majority net income                                                
|Minority net income                                                
|                                                                   
|Weighted average shares outstanding (in millions)                  
|Majority net income per share (basic and diluted)                  
|                                                                   

The accompanying
notes are an integral part of these consolidated income statements.


F-4

---



Translation of
financial statements originally issued in Spanish

Coca-Cola FEMSA, S.A.
de C.V. and SubsidiariesConsolidated Statements of Changes in Financial PositionFor
the years ended December 31, 2004, 2003 and 2002Amounts expressed in millions of US
Dollars ($) and in milIions of constant Mexican Pesos (Ps.) as of December 31, 2004

|                                                          
|----------------------------------------------------------
|                                                          
|                                                          
|                                                          
|RESOURCES GENERATED BY (USED IN):                         
|Operating Activities:                                     
|Net income for the year                                   
|Depreciation                                              
|Breakage of bottles and cases                             
|Intangible amortization and impairment                    
|Amortization and other                                    
|                                                          
|                                                          
|                                                          
|Working capital:                                          
|Accounts receivable                                       
|Inventories                                               
|Prepaid expenses and recoverable taxes                    
|Interest payable                                          
|Suppliers                                                 
|Accounts payable and other                                
|Accrued taxes                                             
|Pension plan and seniority premiums                       
|                                                          
|NET RESOURCES GENERATED BY OPERATING ACTIVITIES           
|                                                          
|Investing Activities:                                     
|Panamerican Beverages, Inc. acquisition                   
|Property, plant and equipment                             
|Investments in shares and other assets                    
|                                                          
|NET RESOURCES USED IN INVESTING ACTIVITIES                
|                                                          
|Financing Activities:                                     
|Amortization in real terms of financing                   
|Translation adjustment in foreign subsidiaries            
|(Payments) Proceeds from issuance of long-term debt       
|Dividends paid                                            
|Other liabilities                                         
|Increase in minority interest                             
|Increase in capital stock                                 
|                                                          
|                                                          
|                                                          
|NET RESOURCES OBTAINED FROM (USED IN) FINANCING ACTIVITIES
|                                                          
|Increase (decrease) in cash and cash equivalents          
|Cash and cash equivalents at beginning of the year        
|                                                          
|CASH AND CASH EQUIVALENTS AT END OF THE YEAR              
|                                                          

The accompanying
notes are an integral part of these consolidated statements of changes in financial
position.


F-5

---



Translation of
financial statements originally issued in Spanish

Coca-Cola FEMSA, S.A.
de C.V. and SubsidiariesConsolidated Statements of Changes in Stockholders' EquityFor
the years ended December 31, 2004, 2003 and 2002Amounts expressed in millions of
constant Mexican Pesos (Ps.) as of December 31, 2004


|                                          
|------------------------------------------
|                                          
|Description                               
|                                          
|Consolidated Balances at December 31, 2001
|                                          
|Transfer of income of prior year          
|Dividends declared and paid               
|Comprehensive income                      
|                                          
|Consolidated Balances at December 31, 2002
|                                          
|Minority interest from Panamco acquisition
|Increase in capital stock                 
|Transfer of income of prior year          
|Comprehensive income                      
|                                          
|Consolidated Balances at December 31, 2003
|                                          
|Increase in minority interest, net        
|Increase in capital stock                 
|Transfer of income of prior year          
|Dividends declared and paid               
|Comprehensive income                      
|                                          
|Consolidated Balances at December 31, 2004
|                                          

The accompanying
notes are an integral part of these consolidated statements of changes in stockholders'
equity.


F-6

---



|                                 
|---------------------------------
|Cumulative
Translation
Adjustment
|                                 
|Ps.                              
|                                 
|                                 
|                                 
|                                 
|                                 
|                                 
|                                 
|                                 
|                                 
|                                 
|                                 
|                                 
|                                 
|                                 
|                                 
|                                 
|                                 
|                                 
|                                 
|                                 
|Ps.                              
|                                 

F-7

---



Coca-Cola FEMSA, S.A.
de C.V. and SubsidiariesNotes to the Consolidated Financial Statements

At December 31, 2004, 2003 and 2002 Amounts expressed in millions of US Dollars ($) and in millions of
constant Mexican Pesos (Ps.) as of December 31, 2004


---

Note 1 Activities of
the Company

Coca-Cola  FEMSA,
 S.A. de C.V.  (Coca-Cola  FEMSA) is a Mexican  corporation  whose main  activity is
the acquisition,  holding  and  transferring  of all  types of  bonds,  capital  stock,
 shares  and  marketable securities.

Coca-Cola FEMSA is
indirected  owned by Fomento  Económico  Mexicano,  S.A. de C.V.  (FEMSA) (45.7% of the
capital stock, 53.6% of the voting shares),  and The Coca-Cola  Company,  which
indirectly owns 39.6% of the capital  stock.  The  remaining  14.7% of the shares  trade
on the Bolsa  Mexicana de Valores,  S.A. de C.V. (BMV: KOFL) and the New York Stock
Exchange, Inc. (NYSE: KOF).

Coca-Cola FEMSA and
its subsidiaries  (the  Company),  as an economic unit, are engaged in the production,
distribution and marketing of certain Coca-Cola trademark  beverages in Mexico,  Central
America (Guatemala, Nicaragua, Costa Rica and Panama), Colombia, Venezuela, Brazil and
Argentina.

Note 2 Acquisition
of Panamerican Beverages, Inc.

On May 6, 2003,
 Coca-Cola  FEMSA  acquired 100% of the  outstanding  stock of Panamerican  Beverages,
 Inc. (Panamco)  for Ps.  31,050,  excluding  transaction  expenses.  As part of the
 acquisition,  the  Company assumed Ps. 9,557 of net debt and  incurred  transaction
 costs of Ps. 410,  which  consisted of  financial, advisory and legal fees that were
capitalized as adjustments to the purchase price.

The  transaction  was
 financed  with an equity  contribution  from FEMSA of Ps.  2,923 an  exchange  of The
Coca-Cola  Companys  equity  interests in Panamco  valued at Ps.  7,407 for new shares
of Coca-Cola  FEMSA, cash on hand of Ps.2,967 and new indebtedness in Mexican pesos and
US dollars in the amount of Ps. 18,163.

The  exchange  of
equity  interests  of The  Coca-Cola  Company as well as the capital  increase  from
FEMSA generated additional paid-in capital in majority  stockholders  equity, since the
shares were subscribed at a value greater than the par value of the shares at the
subscription date.

At the acquisition
 date,  Panamco produced and distributed  Coca-Cola  trademark  beverages in its bottling
territories in Mexico,  Guatemala,  Nicaragua,  Costa Rica, Panama,  Colombia,  Venezuela
and Brazil,  along with bottled water and other beverages in some of these territories
and beer in Brazil.

The results of Panamcos
operations have been included in the consolidated financial statements since the date of
acquisition, as a result of which the consolidated income statements and the consolidated
statements of changes in financial position for the years ended December 31, 2004, 2003
and 2002 are not comparable. The 2003 statement of changes in financial position has been
reclassified to present the effects of the acquisition and incorporation of Panamco as a
single line item.

The Company accounted for the acquisition by the purchase method and allocated the purchase price to the
fair value of the assets acquired and the liabilities assumed. The fair value adjustments include
recognition of an intangible asset with indefinite life for a total amount of  Ps. 35,801 included in the
financial statements as Rights to produce and distribute Coca-Cola trademark products and the reduction
to fair value of certain assets consisting primarily of facilities that the Company considered
non-strategic as well as the elimination of certain intangible assets that were generated from
acquisitions previously effected by Panamco.

Note 3 Basis of
Presentation

The consolidated
 financial statements of the Company are prepared in accordance with accounting
 principles generally  accepted  in  Mexico  (Mexican  GAAP),  which  differ  in
 certain  significant  respects  from accounting  principles  generally

F - 8

---



accepted in the United
States of America (US GAAP) as further explained in Note 25. A  reconciliation  of net
 income  and  stockholders  equity  from  Mexican  GAAP to US GAAP is included in Note
26.

The  consolidated
 financial  statements are stated in millions of Mexican pesos (Ps.).  The
 translations of Mexican  pesos into US dollars ($) are included  solely for the
 convenience  of the reader,  using the exchange rate as of December 31, 2004 of 11.146
Mexican pesos to one US dollar.

The consolidated
 financial  statements include the financial statements of Coca-Cola FEMSA and those of
all companies  in which it owns  directly or  indirectly  a majority of the  outstanding
 voting  capital  stock and/or  exercises  control.  All  intercompany  balances  and
 transactions  have  been  eliminated  in such consolidation.

Certain  amounts  in
the  consolidated  financial  statements  as of  December  31,  2003 and 2002 have been
reclassified  to conform to the  presentation  of the  financial  statements  as of
 December  31,  2004 and therefore  the amounts  differ  from those  originally
 presented.  These  reclassifications  consist of the following:

- Deferred
recoverable income tax:  In 2003, the deferred income tax assets mainly corresponding to tax loss carryforwards generated by Brazilian and Colombian
operations, in the aggregate amount of Ps. 1,355 were presented as offsetting the deferred income tax liability of other operations.
In 2004, the deferred income tax assets related to the Brazilian and Colombian operations are presented separately as a long-term
asset, as recoverability varies in different tax jurisdictions.

- Pension plan
cost for the year: In 2004, the total cost related to the Companys pension and retirement plans, seniority premiums is
recognized within operating costs and expenses, In accordance with the new requirements of Mexican GAAP
under Bulletin D-3 Obligaciones laborales (Labor obligations), which clarifies the accounting treatment
for the cost for the year  In prior years the Company included the related interest cost as a component of
net interest expense, and the amortization of the net transition obligation and actuarial gains or losses,
as a component of other expenses. The amounts reclassified to operating cost and expenses amounted Ps. 15
and Ps. 4 for the years ended December 31, 2003 and 2002, respectively, of which Ps. 10 and Ps. 2
correspond to interest expenses, and Ps. 5 and Ps. 2 correspond to other expenses.

- Operating
expenses:           During 2004,  some of the  Companys new  operations  changed  their
 classification  criteria for      recording certain operating expenses from
 administrative to selling expenses.  The amount reclassified      in the 2003 operating
expenses was Ps. 439.

During the interim  periods of 2004,  the  Company  did not  reclassify  any of the above  mentioned  items,
therefore,  the  Companys  interim  financial  statements  were  presented  using  the same  classification
criteria as in the  Companys  financial  statements  for the year ended  December 31,  2003.  Additionally,
during the interim  periods of 2004,  the Company  classified  as  extraordinary  items:  a favorable  final
ruling  from a Mexican  federal  court  allowing  the  Company  to deduct  losses  arising  from a sale of a
subsidiary  shares  during 2002;  and the effect of a change in the tax  deduction of certain  assets of the
soft drinks industry.  In the financial  statements for the year ended in December 31, 2004, these tax items
were classified as Income taxes and employee profit sharing in the income statement.

Note 4 Foreign
Subsidiary Incorporation

The  accounting
 records of the foreign  subsidiaries  are  maintained  in the currency of the country
where they are located and in accordance  with  accounting  principles  generally
 accepted in each  country.  For incorporation into the Companys  consolidated
 financial statements,  they are adjusted to Mexican GAAP and are  restated  to the
 purchasing  power  of the  local  currency  at the end of the  year by  applying  the
inflation  factors of the country of origin and are  subsequently  translated  into
Mexican  pesos using the year-end exchange rate.

The  variation in a
net  investment  in foreign  subsidiaries  generated by exchange  rate  fluctuations  is
included in the cumulative translation adjustment and is recorded directly in stockholders equity.

When the Company
designates foreign subsidiary net investment as an economic hedge of its own acquisition
financing, the accounting treatment for the integral cost of financing is as follows:

F - 9

---



- The foreign
exchange gain or loss is recorded as part of the cumulative translation adjustment,  to
     the extent the net  investment in the foreign  subsidiary  covers the debt,  net of
taxes.  The foreign      exchange  gain or loss  associated  with any unhedged  portion
of such debt is recorded in the integral      cost of financing.

- The monetary
 position  result is computed using the inflation  factors of the country in which the
     acquired  subsidiary is located to the extent the net investment in the foreign
 subsidiary  covers the      debt. The unhedged  portion of such debt is calculated
 using  inflation  factors of the country of the      company that contracts the
financing.  The total effect is recorded in the integral cost of financing.

When the Company has
not designated an economic  hedge,  the foreign  exchange gain or loss and gain or loss
on monetary  position are recorded in the integral cost of  financing.  The Company has
not  designated  any investment  in foreign  subsidiary as an economic  hedge of the
 liabilities  incurred to acquire  Panamcos territories.

The monetary position
result and exchange gain or loss net of taxes on intercompany foreign currency
denominated balances that are considered to be of a long-term-investment nature (that is,
settlement is not planned or anticipated in the foreseeable future) are reflected in
cumulative translation adjustment in stockholders equity.

In December  2001, the
Argentine  government  adopted a series of economic  measures,  the most important of
which  consisted  of  restrictions  on  cash  withdrawals  and  foreign  exchange
 transactions.  Due to the continuing  difficult  economic  situation  in  Argentina,
 the  uncertainty  with  respect to the period of recovery,  and the  instability of the
exchange rate, on July 1, 2002, the Company  performed a valuation of its  investment  in
Coca-Cola  FEMSA de Buenos  Aires,  S.A.  (Coca-Cola  FEMSA de Buenos  Aires) based on
market price value  multiples of comparable  businesses.  The valuation  resulted in the
 recognition  of an impairment  of  intangible  of Ps.  477,  which was  recorded  in
 results  of 2002.  As a  result,  the net investment  in  Coca-Cola  FEMSA de Buenos
 Aires is no longer  considered  to be an  economic  hedge of the liabilities denominated
in US dollars incurred to acquire Coca-Cola FEMSA de Buenos Aires.

In February  2003,  the  Venezuelan  government  implemented a new exchange  control  regime,  and fixed the
exchange  rate  of  1,600  Venezuelan  bolivars  per  US  dollar.  Due to the  uncertainties  regarding  the
availability  of US dollars at the official  rate the Company used the last  available  market-closing  rate
of 1,853  Venezuelan  bolivars to translate the  financial  statements  for its  Venezuelan  subsidiary.  On
February 6, 2004, a 20% devaluation of the Venezuelan  bolivar was officially  announced with a new official
exchange  rate being set at 1,920  Venezuelan  bolivar per US dollar . This  exchange rate remains in effect
as of the date of these consolidated financial statements

Note 5 Significant
Accounting Policies

The  Companys
 accounting  policies are in accordance  with Mexican GAAP,  which require that the
Companys management  make certain  estimates and use certain  assumptions to determine
the valuation of various items included in the consolidated  financial  statements.  The
Companys  management  believes that the estimates and assumptions used were appropriate
as of the date of these consolidated financial statements.

The significant
accounting policies are as follows:

a) Recognition
of the Effects of Inflation:


The recognition of
the effects of inflation in the financial information consists of:


- Restating
 nonmonetary assets such as inventories,  intangible and fixed assets,  including related
          costs and expenses when such assets are consumed or depreciated.

- Restating
capital stock,  additional  paid-in capital and retained earnings by the amount necessary
          to  maintain  the  purchasing  power  equivalent  in Mexican  pesos on the
dates such  capital was           contributed or income generated through the use of
inflation factors.

- Including in
stockholders  equity the cumulative effect of holding  nonmonetary  assets,  which is
          the net difference  between changes in the replacement cost of nonmonetary
 assets and adjustments           based upon inflation factors.

F - 10

---



- Including  in
the  integral  cost of  financing  the  purchasing  power  gain or loss from  holding
          monetary items.

The Company  restates
its  consolidated  financial  statements in terms of the purchasing power of the
      Mexican peso as of the most recent balance sheet date by using Mexican  inflation
 factors for Mexican       subsidiaries  and by using for  foreign  subsidiaries  the
 inflation  rate plus the  latest  year-end       exchange rate of the country in which
the foreign subsidiary is located.

Financial  information
 for the  Mexican  subsidiaries  for prior  years was  restated  using  Mexican
      inflation  factors.  Financial  information  for foreign  subsidiaries  included
 in the  consolidated       financial  statements  was  restated  using the  inflation
 rate of the  country in which the  foreign       subsidiary is located and then
translated at the current  year-end  exchange rate of the Mexican peso.
      Accordingly,  the amounts are  comparable  with each other and with the preceding
 years since all are       expressed in the purchasing power of the same currency as of
the end of the latest year presented.

b) Cash and Cash
Equivalents:  Cash consists of non-interest bearing bank deposits. Cash
equivalents consist principally of short-term bank deposits and fixed-rate
investments with brokerage houses valued at the quoted market prices with original
maturities of three months or less (see Note 17).

c) Inventories
and Cost of Sales:  The value of inventories is adjusted to replacement cost,
without exceeding market value. Advances to suppliers to purchase raw materials
and spare parts is included in inventories and are restated by applying inflation
factors, considering their average age.

Cost of sales is
determined  based on  replacement  cost at the time of sale.  Cost of sales  includes
      expenses  related to raw  materials  used in  production  process,  labor (wages
and other  benefits),       depreciation  of production  facilities  and equipment and
other costs  including  fuel,  electricity,       breakage of returnable  bottles in the
production  process,  equipment  maintenance,  inspection,  and       inter and
intra-plant transfer costs.

d) Prepaid
Expenses:
Prepaid expenses represent payments for services that will be
received over the next 12 months. Prepaid expenses are recorded at historical
cost and recognized in the income statement in the month in which the services or
benefits are received. Prepaid expenses are principally represented by
advertising, promotional and leasing expenses.

Advertising  costs
 consist of television  and radio  advertising  airtime paid in advance,  which are
      generally  amortized  over a 12-month  period based on the  transmission  of the
 television and radio       spots.  The related  production  costs are  recognized  in
the results of  operations  at the time the       advertising takes place.

Promotional  costs are
 expensed  as  incurred,  except  for those  promotional  costs  related to the
      launching  of new  products  or  presentations.  Those  costs are  recorded  as
prepaid  expenses  and       amortized over the period,  during which they are estimated
to increase sales of the related  products       or presentations to our normal operating
levels, which is generally one year.

e) Property, Plant
and Equipment:
 These assets are initially recorded at their cost of acquisition
and/or construction cost. Property, plant and equipment of domestic origin,
except returnable bottles and cases (see Note 5 f), are restated by applying
domestic inflation factors. Imported equipment is restated by applying the
inflation rate of the country of origin and then translated at the year-end
exchange rate.

Depreciation  is
computed using the  straight-line  method,  based on the value of the restated assets
      reduced by their  residual  values.  The  Company  together  with  independent
 appraisers  determines       depreciation rates, considering the estimated remaining
useful lives of the assets.

The estimated useful
lives of the main assets are as follows:

|                          
|--------------------------
|                          
|                          
|Buildings and construction

F - 11

---



|Machinery and equipment | 16
|----------------------- | --
|Distribution equipment  | 11
|Other equipment         | 7 
|                       

f) Returnable
Bottles and Cases:

Returnable bottles and cases are recorded at acquisition
cost and restated to their replacement cost. The Company classifies returnable
bottles and cases as property, plant and equipment.

There are two types of
returnable bottles and cases:

 Those  that  are in
the  Companys  control  in its  facilities,  which  the  Company  refers  to as
      returnable bottles and cases in plant and distribution centers; and Those
that have been placed in the hands of  customers,  which the Company  refers to as
 returnable       bottles and cases in the market.

For financial
reporting  purposes,  breakage of returnable bottles and cases in plant and distribution
      centers is recorded as an expense as it is incurred.  For the years ended December
31, 2004,  2003 and       2002, breakage expense amounted to Ps. 419, Ps. 297 and Ps.
211, respectively.

The  returnable
 bottles  and cases in the  market  and for which a deposit  from  customers  has been
      received are presented net of such deposits,  and the difference  between the cost
of these assets and       the deposits received is amortized  according to their useful
lives. The returnable  bottles and cases       for which no deposit has been  received,
 which  represent  most of the  returnable  bottles and cases       placed in the market,
are expensed when placed in the hands of customers.

Depreciation is
computed only for tax purposes in most of the countries in which the Company  operates
      using the  straight-line  method at a rate  applicable in each  country.  The
Company  estimates  that       breakage expense of returnable  bottles and cases in plant
and distribution  centers is similar to the       depreciation  calculated on an
estimated useful life of approximately  four years for returnable glass       bottles,
one year for returnable plastic bottles and four years for plastic cases.

g) Investments
in Shares:

Investments in shares of associated companies are initially recorded
at their acquisition cost and subsequently valued using the equity method.
Investments in affiliated companies in which the Company does not have significant
influence and which do not have an observable market value are recorded at
acquisition cost and restated based upon inflation factors of the country of
origin. Investments in affiliated companies in which the Company does not have
significant influence and which do have an observable market value are adjusted
to market value, with such adjustments reflected in earnings.

h) Other Assets:

This assets represent payments whose benefits will be received in future years, and
consist of:

- Refrigeration
 equipment,  which is  initially  recorded at the cost of  acquisition.  Equipment of
        domestic origin is restated by applying domestic inflation  factors.  Imported
equipment is restated         by  applying  the  inflation  rate of the  country of
origin  and then  translated  at the  year-end         exchange rate.  Refrigeration
 equipment is amortized  based on an estimated  average useful life of
        approximately  five  years in 2004 and 2003 and three  years in 2002.  The
 effect of the  change in         useful life amounted to Ps. 97 of additional income in
2003. Major  refrigeration  equipment repairs         were  initiated in Mexico in 2004.
 These repairs were  capitalized  and are being  amortized over a         two-year period
net of the undepreciated value of the parts replaced.

- Agreements
 with customers for the right to sell and promote the Companys  products during certain
        periods  of  time,   which  are  being  considered  as  monetary  assets  and
 amortized  under  the         straight-line  method in accordance  with the terms of
such  agreement,  based on the volume sold by         the customers. The term of these
agreements is between three and four years.

F - 12

---



- The Company
applies as a suppletory  standard the provisions of Emerging Issues Task Force (EITF)
        No. 01-09,  Accounting for Consideration  Given by a Vendor to a Customer
 (Including a Reseller of         the Vendors Products)  of
the Financial  Accounting  Standards  Board  (FASB),  which  requires
        presenting the amortization of these capitalized amounts as a reduction of net
sales.

- Information technology and management systems, which are incurred during the development stage and are
capitalized in accordance with Bulletin C-8, Activos Intangibles (Intangible Assets) (C-8). Such
amounts are restated applying the inflation factors and are amortized using the straight-line method over
four years. Expenses that do not fulfill the requirements for capitalization, such as research expenses
are expensed as incurred

- Leasehold
 improvements,  which are restated by applying  inflation factors and amortized using the
        straight-line method, over the terms of lease contracts.

i) Intangible
Assets:

Intangible assets represent payments whose benefits will be received in
future years. Beginning in 2003 the Company applies C-8, which establishes that
project development costs should be capitalized if they fulfill the criteria
established for recognition as assets. Additionally, C-8 requires identifying
all intangible assets to reduce as much as possible the goodwill associated
with business combinations. Prior to 2003, the excess of the purchase price
over the fair value of the net assets acquired in a business combination was
considered to be goodwill. With the adoption of C-8, the Company considers
such excess related to the rights to produce and distribute Coca-Cola trademark
products. The Company separates intangible assets between those with a finite useful
life and those with an indefinite useful life, in accordance with the period
over which the Company expects to receive the benefits.

Intangible  assets  with  indefinite  lives are not  amortized,  but are  periodically  subject  to an
      impairment test.  These represent the right to manufacture,  package,  distribute,  and sell Coca-Cola
      trademark products in the territories  acquired.  Those agreements are the standard contracts that The
      Coca-Cola  Company  enters into with bottlers  outside the United States for the sale of  concentrates
      for certain Coca-Cola  trademark  beverages.  The most significant bottler agreements have terms of 10
      years. The bottler agreements are automatically renewable for similar periods,  subject to non-renewal
      by either party.  The agreements  are recorded in the  functional  currency of the subsidiary in which
      the  investment  was made and are restated by applying the inflation rate of the country of origin and
      the year-end exchange rate.

j) Impairment of
Long-Lived Assets:

In accordance with new Bulletin C-15, Deterioro en el Valor de los Activos de Larga Duración y su
Disposición (Impairment of the Value of Long-Lived Assets and their Disposal) (C-15), the Company
reviews the carrying value of its long-lived assets for impairment and determines whether impairment
exists, comparing estimated discounted future cash flows to be generated by those assets with their
carrying value.

For long-lived assets,
such as property, plant and equipment,  other assets and identifiable intangible
     assets, the Company tests for impairment whenever events of changes in circumstances
 indicate that the      carrying  amount  of an  asset or  group  of  assets  may not be
 recoverable  through  their  expected      discounted future cash flows.

If such assets are
considered to be impaired, the impairment charge is recognized in other expenses.

k) Payments from
The Coca-Cola Company:
      The Coca-Cola Company  participates in certain advertising and promotional  programs as well as in the
      Companys  refrigeration  equipment investment program. The contributions received for advertising and
      promotional  incentives are included as a reduction of selling expenses.  The  contributions  received
      for the Companys  refrigeration  equipment  program are recorded as a reduction of the  investment in
      refrigeration  equipment.  The  contributions  received were Ps. 920, Ps. 1,263 and Ps. 793 during the
      years ended December 31, 2004, 2003 and 2002, respectively.

l) Labor
Liabilities:

Labor liabilities include obligations for pension and retirement
plans and seniority premiums based on actuarial calculations by independent
actuaries, using the projected unit credit method. These liabilities are
considered to be

F - 13

---



nonmonetary and are
restated using long-term assumptions. The increase in labor liabilities of the year is
charged to expense in the income statement.

Unamortized  prior
 service  costs are recorded as expenses in the income  statement  over the period
      during which the  employees  will  receive the benefits of the plan,  which in the
case of pension and       retirement plans and seniority premiums is 14 years since 1996.

Certain  subsidiaries
 of the  Company  have  established  funds for the  payment of pension  benefits
      through irrevocable trusts with the employees as beneficiaries.

Severance  indemnities
 are  charged to  expenses on the date that they are  incurred.  The  severance
      payments  resulting from the Companys  reduction of personnel,  as a result of the
 restructuring  of       certain areas,  are included in other  expenses.  During the
years ended  December 31, 2004,  2003 and       2002, these payments amounted to Ps. 124
      Ps. 32 and Ps. 79, respectively.

m) Revenue
Recognition:

Revenue is recognized upon delivery to the customer and the
customer has taken ownership of the goods. Net sales reflect units delivered
at selling list prices reduced by promotion allowances and discounts.

n) Operating
Expenses:

Administrative expenses include labor costs (salaries and other
benefits) for employees not directly involved in the sale of the Companys
products, professional services fees, depreciation of offices facilities and
amortization of capitalized software costs.

Selling expenses
include:


|- | Distribution:
 labor costs (salaries and other benefits), outbound freight costs, warehousing costs
         of finished  products,  breakage for returnable bottles in the distribution
 process,  depreciation          and maintenance of trucks and other  distribution
 facilities and equipment.  During the year ended          December 31, 2004,  2003 and
2002,  these  distribution  costs  amounted to Ps. 6,348 Ps. 5,196 and          Ps.
2,291, respectively.
|- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|- | Sales:
labor costs (salaries and other benefits) and sales commission paid to sales personnel.
|- | ----------------------------------------------------------------------------------------------

|- | Marketing:
labor costs (salaries and other benefits), promotions and advertising costs.
|- | ---------------------------------------------------------------------------------------

o) Income Tax, Tax
on Assets and Employee Profit Sharing:


Income taxes and employee  profit sharing are charged to results as they are incurred.  Deferred  income
    tax assets and  liabilities are recognized for temporary  differences  resulting from comparing the book
    and tax values of assets and liabilities plus any future benefits from tax loss carryforwards.  Deferred
    income  tax  assets  are  reduced  by  any  benefits  about  which  there  is  uncertainty  as to  their
    realizability.  Deferred  employee  profit  sharing is derived from  temporary  differences  between the
    accounting  result and income for employee profit sharing purposes and is recognized only when it can be
    reasonably assumed that the temporary  differences will generate a liability or benefit, and there is no
    indication  that  circumstances  will  change  in such a way  that the  liabilities  will not be paid or
    benefits will not be realized.


The tax on assets paid
that is expected to be  recovered  is recorded as a reduction of the deferred tax
    liability.

The balance of deferred  taxes is comprised of monetary and
 nonmonetary  items,  based on the temporary     differences  from which it is derived.
 Deferred taxes are classified as a long-term asset or liability,     regardless of when
the temporary differences are expected to reverse.

The deferred tax
 provision  for the year to be included in the results of  operations  is determined by
    comparing  the deferred tax balance at the end of the year to the balance at the
 beginning of the year,     excluding  from both  balances any temporary  differences
 that are recorded  directly in  stockholders    equity. The deferred taxes related to
such temporary  differences are recorded in the same stockholders    equity account.

FEMSA has received
 authorization  from the Secretaría de Hacienda y Crédito Público (SHCP) to prepare
    its income  tax and tax on asset  returns on a  consolidated  basis,  which  includes
 the  proportional     taxable  income  or loss of its  Mexican  subsidiaries,  which is
 limited  to 60% of the  stockholders    participation.  In 2005  the tax  consolidation
 will

F - 14

---



be 100% of the  stockholders  participation.  The     provisions for income taxes,
 for both Mexico and foreign  countries, have been determined
on the basis     of the taxable income of each individual subsidiary and not on a
consolidated basis.

p) Integral Cost of
Financing:


The integral cost of
financing includes:


Interest:


Interest income and
expenses are recorded when earned or incurred, respectively.


Foreign Exchange
Gains and Losses:


Transactions in
foreign  currencies are recorded in local currency using the exchange rate applicable on
    the date they  occur.  Assets and  liabilities  in  foreign  currencies  are
 adjusted  to the  year-end     exchange rate,  recording the resulting  foreign exchange
gain or loss directly in the income statement,     except for any foreign  exchange gain
or loss from  financing  obtained for the  acquisition  of foreign     subsidiaries  that
is considered to be an economic hedge or intercompany  foreing currency  transactions
    that are of a long-term-investment nature (see Note 4).


Gain (Loss) on
Monetary Position:

   This is the result of the effects of inflation on monetary items.
 The gain (loss) on monetary  position     is computed by applying  inflation  factors of
the country of origin to the net monetary position at the     beginning  of each  month,
 excluding  the  financing  contracted  for the  acquisition  of any  foreign
    subsidiaries  that is considered to be an economic hedge or intercompany  foreign
currency  transactions     that are of a long-term-investment nature (see Note 4).


q) Financial
Instruments:


The Company adopted
Bulletin C-12,  Instrumentos  Financieros con Caracteristicas de Pasivo, de Capital
    o de Ambos  (Financial  Instruments  with  Characteristics  of both Liabilities and
Equity) (C-12) on     January 1, 2004.  The adoption of C-12 did not have any effects
on the Companys  financial  position or     results of operations.


The Company  frequently enters into financial  instruments to manage the financial risks associated with
    its operations. If the instrument is used to manage the risk related with the Companys operations,  the
    effect is recorded in cost of sales and in operating expenses,  depending on the related instrument.  If
    the instrument is used to manage the risks related with the Companys financing  operations,  the effect
    is  recorded in  interest  expense or in the foreign  exchange  loss  (gain),  depending  on the related
    instrument.



Financial
 instruments  entered into for hedging  purposes are valued using the same valuation
 criteria     applied to the hedged asset or liability. Additionally,  financial
instruments entered into for purposes     other than hedging the  operations of the
Company are valued at fair market  value,  and are recorded in     the balance  sheet.
 The  difference  between the financial  instruments  initial value and fair market
    value are recorded in the income statement.

r) Cumulative
Result of Holding Nonmonetary Assets:


This represents the
sum of the differences  between book values and restatement values, as determined by
    applying   inflation  factors  to  nonmonetary   assets  such  as  inventories,
  intangible  and  fixed     assets,  and their effect on the income  statement when the
assets are consumed or  depreciated,  net of     the corresponding effect of the deferred
income taxes.


s) Comprehensive
Income:


Comprehensive
 income is  comprised of the net income and other  comprehensive  income items such as
the     translation  adjustment,  the result of holding nonmonetary assets and additional
labor liability and is     presented in the consolidated  statement of changes in
stockholders  equity.  The accumulated  balances     are as follows:


F - 15

---



|                                               
|-----------------------------------------------
|                                               
|                                               
|Retained earnings from prior years             
|Majority net income for the year               
|Cumulative translation adjustment              
|Cumulative result of holding nonmonetary assets
|Additional labor liability                     
|                                               
|                                               
|                                               

t) Provisions:Provisions are
recognized for obligations  that result from a past event,  that will likely result in
the use of economic  resources and that can be reasonably  estimated.       Such
provisions are recorded at net present values when the effect of the discount is
significant.

u) Issuances of
Subsidiary Stock:

The Company recognizes issuances of a subsidiarys stock as a
capital transaction, in which the difference between the book value of the shares
issued and the amount contributed by the minority interest holder or a third party
is recorded as additional paid-in capital.

Note 6 Accounts
Receivable

|                                      
|--------------------------------------
|                                      
|                                      
|Trade                                 
|Allowance for doubtful accounts       
|Notes                                 
|The Coca-Cola Company                 
|Travel advances to employees          
|Insurance claims                      
|Government bonds                      
|Receivables from sales of fixed assets
|Loans to employees                    
|Guarantee deposits                    
|Other                                 
|                                      
|                                      
|                                      

The changes in the
allowance for doubtful accounts are as follows:


|                                                         
|---------------------------------------------------------
|                                                         
|                                                         
|Balance at the beginning of the period                   
|Provision for the period                                 
|Acquisition of Panamco                                   
|Write-offs                                               
|Restatement of the balance at the beginning of the period
|                                                         
|Balance at the end of the period                         
|                                                         

Note 7 Inventories

F - 16

---



|                                     
|-------------------------------------
|                                     
|                                     
|Finished products                    
|Raw materials                        
|Spare parts                          
|Advances to suppliers                
|Work in process                      
|Advertising and promotional materials
|Allowance for obsolescence           
|                                     
|                                     
|                                     

Note 8 Prepaid
Expenses

|                                    
|------------------------------------
|                                    
|                                    
|Advertising and promotional expenses
|Bonus                               
|Insurance                           
|Other                               
|                                    
|                                    
|                                    

The advertising and
promotional expenses including the amortization of refrigeration equipment recorded in
the income statement for the years ended December 31, 2004, 2003 and 2002 amounted to Ps.
1,575, Ps. 1,191 and Ps. 606, respectively.

Note 9 Investments
in Shares

|                                          
|------------------------------------------
|Company                                   
|                                          
|Industria Envasadora de Querétaro, S.A. de
|C.V. (IEQSA) 1                          
|Complejo Industrial Can, S.A. (CICAN) 1 
|Beta San Miguel, S.A. de C.V.2            
|Tapón Corona de Colombia, S.A. 1          
|Molson, Inc. 3                            
|Other investments 2                       
|                                          
|                                          
|                                          

______________________


|1 | Method
of valuation is equity method.
|- | -------------------------------------

|2 | Method
of valuation is acquisition cost restated (there is no readily determinable fair value).
|- | -----------------------------------------------------------------------------------------------

|3 | Method
of valuation is market value.
|- | ------------------------------------

The investment in
Molson, Inc. (Molson) shares resulted from the Brazilian  subsidiarys sale of its
investment  interest of 12.10% in Cervejarias Kaiser, S.A.  (Kaiser),  a Brazilian
brewery, to Molson in 2002.

The Molson stock was
subject to a two-year  contractual  restriction  on sale that expired on March 19, 2004.
 The investment in Molson shares in 2003 was recorded at its market value of Ps. 347 and
presented net of the fair value of a related equity forward  contract of Ps. 78, that was
settled on September 18,  2004.During the second half of 2004 most of the Molson shares
were sold.

F - 17

---



Note 10 Property,
Plant and Equipment

|                                  
|----------------------------------
|                                  
|                                  
|Land                              
|Buildings, machinery and equipment
|Accumulated depreciation          
|Construction in progress          
|Returnable bottles and cases      
|                                  
|                                  
|                                  

The Company has
 identified  fixed assets that are not strategic to the current and future  operations of
the business and are  available  for sale,  consisting  mainly of land, buildings and
equipment for disposal,  in accordance with an approved program for the disposal of
certain investments.  Such assets, which are not in use and have been valued at their
estimated realizable value without exceeding their restated acquisition cost, are as
follows:

|          
|----------
|          
|          
|Colombia  
|Venezuela 
|Costa Rica
|          
|          
|          

|         
|---------
|         
|         
|Land     
|Buildings
|Equipment
|         
|         
|         

These fixed assets are
considered monetary assets on which a loss on monetary position is computed and recorded
in the income statement.

Note 11 Other
Assets

|                                        
|----------------------------------------
|                                        
|                                        
|Refrigeration equipment                 
|Advertising                             
|Long-term notes                         
|Leasehold improvements                  
|Additional labor liability (see Note 15)
|Yankee bond                             
|Commissions                             
|Other                                   
|                                        
|                                        
|                                        

Note 12 Intangible
Assets

|                                                              
|--------------------------------------------------------------
|                                                              
|                                                              
|Unamortized Intangible Assets                                 
|Rights to produce and distribute Coca-Cola trademark products:
|Panamco territories                                           
|Coca-Cola FEMSA de Buenos Aires                               
|Tapachula, Chiapas territory                                  
|                                                              
|                                                              
|                                                              

F - 18

---



Note 13 Balances and
Transactions with Related Parties and Associated Companies

The consolidated
balance sheet and income statement include the following balances and transactions with
related parties and affiliated companies:

a) FEMSA and
subsidiaries:

|                                             
|---------------------------------------------
|Balance Sheet                                
|                                             
|Assets (accounts receivable)                 
|Liabilities (suppliers and other liabilities)
|                                             

|                        
|------------------------
|Transactions            
|                        
|Income:                 
|Sales and other revenues
|Expenses:               
|Purchases of inventories
|Operating expenses      
|                        

b) The Coca-Cola
Company:

|                                             
|---------------------------------------------
|Balance Sheet                                
|                                             
|Assets (accounts receivable)                 
|Liabilities (suppliers and other liabilities)
|                                             

|                        
|------------------------
|Transactions            
|                        
|Expenses:               
|Purchases of concentrate
|Interest expense        
|                        

c) Other associated
and affiliated companies:

For the years ended
December 31, 2004, 2003 and 2002, the Companys  subsidiaries  received services from
other companies in which stockholders of the Company directly or       indirectly have
equity interests.

|                            
|----------------------------
|Balance Sheet               
|                            
|Assets (accounts receivable)
|Liabilities (suppliers)     
|                            
|                            
|Transactions                
|                            
|Interest expense            

F - 19

---



|                                 
|---------------------------------
|Purchases of Products from       
|                                 
|IEQSA                            
|CICAN                            
|Tapón Corona de Colombia, S.A.   
|Distribuidora Plástica, S.A.     
|Metalforma, S.A.                 
|Embotelladora del Atlántico, S.A.
|Vidrios Panameños, S.A.          
|Beta San Miguel, S.A. de C.V.    
|                                 

Note 14 Balances and
Transactions in Foreign Currencies

Assets, liabilities
and transactions denominated in foreign currencies, other than the functional currency of
the reporting unit, translated into US dollars, are as follows:

|Balances           |             | Applicable Exchange Rate (1) |   | Short-Term |   | Long-Term |   | Total
|------------------ | ----------- | ---------------------------- | - | ---------- | - | --------- | - | -----
|                  
|December 31, 2004: | Assets      | 11.146                       | $ | 164        | $ | -         | $ | 164  
|                   | Liabilities |                              |   | 47         |   | 669       |   | 716  
|                   |             |                              |   |            |   |           |   |      
|December 31, 2003: | Assets      | 11.235                       | $ | 80         | $ | -         | $ | 80   
|                   | Liabilities |                              |   | 283        |   | 1,055     |   | 1,338
|                  

|(1) | Mexican
pesos per one US dollar.
|--- | --------------------------------

|                                
|--------------------------------
|Transactions                    
|                                
|Interest income                 
|Interest expense and commissions
|                                
|                                
|                                

As of February 11,
2005, the issue date of these consolidated  financial  statements,  the exchange rate was
11.145 Mexican pesos per one US dollar, and the foreign currency position was similar to
that as of December 31, 2004. At such date there have been no major variances in the
exchange rates against the US dollar of the countries in which the Company operates.

Note 15 Labor
Liabilities

The actuarial
calculations for the pension and retirement plans and seniority premiums and the cost for
the year ended December 31, 2004 were determined using the following long-term
assumptions:

|                
|----------------
|                
|                
|                
|Mexico          
|Brazil          
|Colombia        
|Costa Rica      
|Nicaragua       
|Guatemala       
|                
|Measurement date
|                

|(1) | Not
applicable, as the benefits are not funded.
|--- | -----------------------------------------------

The bases for the
 determination  of the long-term asset return rate is supported by a historical  analysis
of average returns in real terms of the last 30 years of the  Certificados  de Tesorería
del Gobierno  Federal(CETES) (Federal

F - 20

---



Government Treasury Certificates) in Mexico (or
its equivalent in other countries) and the expectations of long-term returns of the
actual investments of the Company.

The operations in
Panama, Venezuela and Argentina do not have any pension and retirement plans.

The balances of the
liabilities and the trust assets, as well as the expenses for the year, are as follows:

|                             
|-----------------------------
|                             
|                             
|Pension and Retirement Plans:
|Vested benefit obligation    
|Non-vested benefit obligation
|                             

|Accumulated benefit obligation                                  |     | 709   |     | 701  
|--------------------------------------------------------------- | --- | ----- | --- | -----
|Excess of projected benefit obligation over accumulated benefit |     |      
|obligation                                                      |     | 92    |     | 85   
|                                                               
|Projected benefit obligation                                    |     | 801   |     | 786  
|Pension plan funds at fair value                                |     | (229) |     | (230)
|                                                               
|Unfunded projected benefit obligation                           |     | 572   |     | 556  
|Unrecognized net transition obligation services                 |     | (13)  |     | (15) 
|Unrecognized actuarial net gain                                 |     | 18    |     | 40   
|                                                               
|                                                                |     | 577   |     | 581  
|Additional labor liability                                      |     | 11    |     | 8    
|                                                               
|Total                                                           | Ps. | 588   | Ps. | 589  
|                                                               

|                                                               
|---------------------------------------------------------------
|                                                               
|                                                               
|Seniority Premiums:                                            
|Vested benefit obligation                                      
|Non-vested benefit obligation                                  
|                                                               
|Accumulated benefit obligation                                 
|Excess of projected benefit obligation over accumulated benefit
|obligation                                                     
|                                                               
|Projected benefit obligation                                   
|Unrecognized net transition obligation services                
|Unrecognized actuarial net loss                                
|                                                               
|                                                               
|Additional labor liability                                     
|                                                               
|Total                                                          
|                                                               
|Total Labor Liabilities                                        
|                                                               

|                                                  
|--------------------------------------------------
|                                                  
|                                                  
|Expense for the Period:                           
|Pension and Retirement Plans:                     
|Service cost                                      
|Interest cost                                     
|Amortization of net actuarial gain                
|                                                  
|                                                  
|Seniority Premiums:                               
|Service cost                                      
|Interest cost                                     
|Amortization of unrecognized transition obligation
|                                                  
|                                                  
|                                                  
|                                                  
|                                                  

The accumulated
 actuarial  gains and losses were generated by the  differences in the assumptions  used
for the actuarial  calculations  at the beginning of the year versus the actual  behavior
of those  variables at the end of the year.

F - 21

---



The following benefit
payments,  which reflect expected future service,  as appropriate,  are expected to be
paid:

|         
|---------
|         
|         
|2005     
|2006     
|2007     
|2008     
|2009-2014
|         

The projected  benefit
 obligation in some  subsidiaries  was less than the accumulated  benefit  obligation
reduced by the amount of the plan assets at fair value,  resulting in an additional labor
 liability,  which was  recorded  as an  intangible  asset  included  in other  assets
 (see  Note 11) up to an  amount  of the unrecognized  net transition  obligation
 services and the  difference  was recorded as other  comprehensive income.

The changes in the
balance of the projected benefit obligation and pension plan funds are as follows:

|                                      
|--------------------------------------
|                                      
|Change in Projected Benefit Obligation
|                                      
|Pension and retirement plans          
|Initial balance                       
|Panamco acquisition                   
|Service cost                          
|Interest cost                         
|Actuarial gain                        
|Benefits paid                         
|                                      
|Ending balance                        
|                                      

|                    |     | 2004 |     | 2003
|------------------- | --- | ---- | --- | ----
|                   
|Seniority premium   |     |      |     |     
|Initial balance     | Ps. | 48   | Ps. | 24  
|Panamco acquisition |     | -    |     | 17  
|Service cost        |     | 7    |     | 6   
|Interest cost       |     | 3    |     | 2   
|Actuarial gain      |     | (4)  |     | (1) 
|                   
|Ending balance      | Ps. | 54   | Ps. | 48  
|                   

|                                          
|------------------------------------------
|Change in Pension Plan Funds              
|                                          
|Pension and retirement plans              
|Initial balance                           
|Panamco acquisition                       
|Actual return on plan assets in real terms
|Benefits paid                             
|                                          
|Ending balance                            
|                                          

The trust assets consist of fixed and variable return financial instruments, valued at market.

F - 22

---



The trust assets are invested as follows:

|                              
|------------------------------
|                              
|                              
|Fixed Rate:                   
|Traded securities             
|Bank instruments              
|Federal government instruments
|                              
|Variable Rate:                

|Publicly-traded shares | 25%  | 20% 
|---------------------- | ---- | ----
|                      
|                       | 100% | 100%
|                      

The  Company  has a
 policy  of  maintaining  at  least  30% of  the  trust  assets  in  Federal  Government
instruments.  Objective  portfolio  guidelines  have been  established for the remaining
70%, and investment decisions  are being  made to comply  with  those  guidelines  to the
 extent  that  market  conditions  and available  funds allow.  The  composition of the
objective  portfolio is consistent with the Mexican company share  composition of the
portfolios of the five best-known  international  companies that manage  long-term funds.

The amounts and types
of  securities  of the  Company  and  related  parties  included in plan assets are as
follows:

|                 
|-----------------
|                 
|                 
|Capital:         
|FEMSA (FEMSA UBD)

Note 16  Bonus
Program

The bonus program for
executives is based on compliance with certain goals established annually by management,
which include quantitative and qualitative objectives and special projects.

The quantitative
objectives represent approximately 50% of the bonus and are based on the Economic Value
Added (EVA) methodology. The EVA objectives for the executives at each entity are based
on a combination of the EVA of the entity and EVA generated by the Company and FEMSA
consolidated, at approximately 70% and 30%, respectively.

The qualitative objectives and special projects represent the remaining approximately 50% of the annual
bonus and are based on the critical success factors established at the beginning of the year for each
executive.

In addition, the Company provides a share compensation plan to certain executives, consisting of an annual
cash bonus to purchase shares under the following procedure, fifty percent of  the annual executive bonus
is used to purchase FEMSA shares or options and the remaining is to be used to purchase Coca-Cola FEMSA
shares or options. The bonus is based on the executives responsibility in the organization, his business
EVA result achieved, and his individual performance. Such shares are deposited in a trust, and the
executives may access them one year after they are vested at a rate of  20% per year.

The incentive  plan
target is expressed in months of salary,  and the final amount payable is computed based
on a percentage  of compliance  with the goals  established  every year.  The bonuses are
recorded in income from  operations and are paid in cash the following  year.  During the
twelve months ended December 31, 2004 and 2003, the bonus expense recorded in the income
statement amounted to Ps. 238 and Ps. 194, respectively.

All shares held by the
trusts are considered outstanding for earnings per share computations, and dividends on
shares held by each trust are charged to retained earnings.

Note 17   Bank
Loans and Notes Payable

F - 23

---



Current  bank loans
and notes  payable  outstanding  at December  31, 2004 and 2003  principally  consist of
revolving  loans.  In 2004 the current bank loans were  denominated  in Mexican  pesos
and in 2003 the loans were  denominated  both in Mexican pesos and US dollars.  The
weighted  average  annual  interest rate as of December  31, 2004 for bank loans
 denominated  in Mexican  pesos was 7.59% and as of December  31, 2003 for bank loans
denominated in Mexican pesos and US dollars was 6.25% and 6.24%, respectively.

The  following  table  presents  the  Companys  long-term  bank loans and notes  payable,  as well as their
weighted average rates and derivative instruments:

|                                      
|--------------------------------------
|                                      
|                                      
|                                      
|Fixed interest rate:                  
|                                      
|US dollars:                           
|Yankee Bond                           
|Private Placement                     
|                                      
|Mexican pesos:                        
|Notes                                 
|Units of Investment                   
|(UDIs)                               
|                                      
|Variable interest rate:               
|                                      
|US dollars:                           
|Bank Loans                            
|Capital leases                        
|                                      
|Mexican pesos:                        
|Notes                                 
|Bank Loans                            
|                                      
|Colombian pesos:                      
|Notes                                 
|                                      
|                                      
|                                      
|Current maturities of long-           
|term debt                             
|                                      
|Long-term bank loans and notes payable
|                                      

|                                             
|---------------------------------------------
|Derivative Instruments                       
|                                             
|Cross currency and interest rate swaps:      
|Bank loans from U.S. dollars to Mexican pesos
|Interest pay rate                            
|Interest receive rate                        
|                                             
|Interest rate swaps:                         
|                                             
|U.S. dollars Variable to Fixed               
|                                             
|Bank loans                                   
|Interest pay rate                            
|Interest receive rate                        
|                                             
|Mexican Pesos Variable to Fixed              

F - 24

---



|                      |       |       |      |      
|--------------------- | ----- | ----- | ---- | -----
|Bank loans            |       | 4,650 |      | -    
|Interest pay rate     | 10.0% |       | -    |      
|Interest receive rate | 9.4%  |       | -    |      
|                      |       |       |      |      
|Notes                 |       | 5,750 |      | 3,945
|Interest pay rate     | 8.8%  |       | 9.0% |      
|Interest receive rate | 9.3%  |       | 6.9% |      

Maturities of
long-term bank loans and notes payable as of December 31, 2004 are as follows:

|                                    
|------------------------------------
|Current maturities of long-term debt
|2006                                
|2007                                
|2008                                
|2009                                
|2010 and thereafter                 
|                                    
|                                    
|                                    

The  Company  and
 some of its  subsidiaries  have  financing  from  various  institutions,  with
 different restrictions and covenants,  which mainly consist of maximum levels of
leverage and capitalization,  as well as minimum  consolidated  net worth and debt and
interest  coverage  ratios.  As of December  31, 2004,  the Company was in compliance
with all restrictions and covenants established in these financing agreements.

As of December 31,
2004 and 2003, the Company had restricted cash of approximately Ps. 168 (denominated in
Venezuelan bolivars) which was pledged as collateral of accounts payable to suppliers,
and $53 (denominated in US dollars),   which  was  pledged  as  collateral  for  some  of
 its  short-term  liabilities  in  Venezuela, respectively.

As of December 31,  2004,  the Company had approved  and  available  US  dollar-denominated  lines of credit
totaling  approximately Ps. 2,787 and Ps. 557,  uncommited and committed,  respectively,.  Additionally,  in
December  2003,  the Company  finalized a loan  agreement  with The  Coca-Cola  Company  that  permits it to
borrow,  upon the  satisfaction  of certain  conditions,  up to Ps.  2,787  prior to  December  20, 2006 for
funding working capital needs and for other general corporate purposes.

Note 18   Fair
Value of Financial Instruments

a) Long-term
Debt: The fair value of long-term bank loans and syndicated loans is based
on the discounted value of contractual cash flows. The discount rate is
estimated using rates currently offered for debt with similar remaining
maturities. The fair value of long-term debt is based on quoted market prices.

|              
|--------------
|              
|              
|Carrying value
|Fair value    
|              

b) Equity
Forward Contract:
As mentioned in Note 9, during 2002 a subsidiary of the
Company entered into an equity forward sale contract covering 92% of the
Molson shares received from the sale of Kaiser, with a notional amount of
approximately Ps. 214 that was renewed in March and June of 2004 that was finally
settled on September 18, 2004. The loss recorded on this instrument was Ps. 78
in 2003, which resulted from the difference between the strike price of the
forward contract and the market value of the shares. As of December 31, 2004, the
remaining investment in Molson shares was recorded at its market value. The net
effect in income in 2004 resulting from the settlement of the forward contract and the underlying Molson shares, was a
gain of Ps. 19.

c) Interest Rate
Swaps:

F - 25

---



The Company uses interest rate swaps to manage the interest rate risk
associated with its borrowings, pursuant to which it pays amounts based on a fixed
rate and receives amounts based on a floating rate. Additionally, the Company sold
some put options as a complement to the swap agreements, for which a premium was
received. The net effect for the year ended December 31, 2004 and 2003 was recorded in
the income statement and amounted to Ps. 12 and Ps. 33, respectively.

The fair value is
estimated  based on quoted  market prices to terminate the contracts at the reporting
     date.

At December 31, 2004,
the Company has the following outstanding agreements:

|              
|--------------
|MaturityDate  
|              
|April 2007    
|August 2007   
|September 2007
|April 2008    
|July 2008     
|April 2010    
|March 2011    

d) Forward
Agreements to Purchase-Sell US Dollars:At December 31, 2004 and 2003, the
Company does not have any forward agreements to hedge its operations
denominated in US dollars.

e) Commodity Price
Contracts:During 2003 and 2002 the Company entered into various derivative
contracts maturing in 2004 and 2003 to hedge the cost of aluminum and carbonated
gas. The result of the commodity price contracts was a gain of Ps. 3 as of
December 31, 2004 and 2003, which is recorded in the results of operations of the
year. The fair value is estimated based on quoted market prices to terminate
the contracts at the reporting date.

During 2004 the
Company entered into various derivative contracts,  maturing in 2004 and 2005 to hedge
      the cost of sugar  with a notional  value of Ps. 6. The result of the  commodity
 price  contract  was       immaterial.

f) Cross Currency
Swap Contracts:As of December 31, 2004 the Company had outstanding Cross
Currency Swaps (CCS), through which the Company exchanged the originally
contracted interest rates and currencies on notional amounts of $ 140 related to
long-term debt. During the life of the contracts, the cash flows originated by the
exchange of the interest rates under the CCS match those of the underlying
debt with respect to interest payments dates and conditions. As of December 31,
2004 the fair value of these instruments was Ps. 1, and the net effect for the
period ended December 31, 2004 recorded in the interest expense amounted to Ps. 4.
All these CCS were settled in January 2005.

Note 19  Minority
Interest in Consolidated Subsidiaries

|               
|---------------
|               
|               
|Mexico         
|Central America
|Colombia       
|Brazil         
|               
|               
|               

On June 8, 2004,
 Winsa  Company LLP, a third party  company  acquired a 16.89%  voting  equity  interest
in Coca-Cola FEMSAs Brazilian operation  through capital contribution of  Ps. 590.

F - 26

---



Note 20
  Stockholders' Equity

As of December 31,
 2004,  the capital  stock of the Company was  comprised  of  1,846,530  thousand  common
shares  without par value and with no foreign  ownership  restrictions.  Fixed  capital
 amounted to Ps. 821 (nominal value) and variable capital may not exceed 10 times the
minimum fixed capital.

The characteristics of
the common shares are as follows:

- Series A and
series D are  ordinary,  have  unlimited  voting  rights,  are subject to transfer
         restrictions, and at all times must represent a minimum of 76% of subscribed
capital stock.

- Series A shares
may only be acquired by Mexican  individuals  and may not represent less than 51%
         of the ordinary shares.

- Series D shares
have no foreign  ownership  restrictions  and cannot  exceed 49% of the  ordinary
       shares.

- Series  L  shares
 have no  foreign  ownership  restrictions  and have  limited  voting and other
       corporate rights.

In addition, 98,684
thousand series L shares have been authorized and issued but not subscribed.

As of December 31,
2004, Coca-Cola FEMSAs capital stock is comprised as follows:

|      
|------
|Series
|      
|A     
|D     
|L     
|      
|Total 
|      

The restatement of
stockholders equity for inflation is allocated to each of the various stockholders equity
accounts, as follows:

|                                  
|----------------------------------
|                                  
|                                  
|Capital stock                     
|Additional paid-in capital        
|Retained earnings from prior years
|Majority net income for the year  
|                                  

During August 2004,
the Company  conducted a rights offering to allow existing  holders of the Series L
Shares to acquire  newly-issued Series L Shares.  The purpose of the rights offering was
to permit holders of Series L Shares,  to subscribe on a  proportionate  basis at the
same price per share at which FEMSA and The  Coca-Cola  Company  subscribed  in
 connection  with the Panamco  acquisition.  The rights  offering  expired on  September
1, 2004.  The  increase in capital  stock and  additional  paid in capital,  net of the
related expenses, was Ps. 3, representatives of  156 thousand Series L Shares.

At an ordinary
stockholders meeting held on March 9, 2004, the stockholders approved:

- Dividends in the amount of 0.282
Mexican pesos per share (nominal value) were subsequently paid in May 2004.

- A maximum of Ps. 400 (nominal value)
for a stock repurchase program.

- An increase to the legal reserve in
the amount of Ps. 37.

At a stockholders  meeting
held on December 20, 2002, the stockholders  approved that the agreements reached in such
meeting be deemed legal on the dates required to complete the Panamco  acquisition,  the
most  significant of which were

F - 27

---



an increase in capital stock and additional paid-in
capital of Ps. 10,330 to be contributed by FEMSA and The Coca-Cola Company.

At an ordinary
stockholders meeting held on March 11, 2002, the stockholders approved:

- Dividends in
the amount of 0.3937 Mexican pesos per share (nominal value) that were subsequently paid
in May 2002.
- A maximum of
Ps. 400 (nominal value) for a stock repurchase program.

The net income of the
Company is not subject to the legal  requirement  that 5% thereof be transferred  to a
legal reserve,  since such reserve equals 20% of capital stock.  This reserve may not be
distributed to stockholders  during the existence of the Company,  except as stock
dividends. As of December 31, 2004, the legal reserve for Coca-Cola FEMSA amounted to Ps.
164 (nominal value).

Stockholders equity,
except restated paid-in capital and tax retained earnings, will be subject to income tax
at the rate in effect when the dividend is distributed.  In 2004, the income tax rate was
33%; it will decrease to 30% in 2005, andsubsequently one
percentage point each year, until reaching 28% in 2007.  Any tax paid on such
distribution, may be credited against the income tax payable of the year in which the tax
on the dividend is paid and the two fiscal years following such payment.

Retained earnings and other reserves distributed as dividends, as well as the effects derived from capital
reductions, are subject to income tax at the rate in effect, except for the restated stockholder
contributions and distributions made from taxable income, denominated Cuenta de Utilidad Fiscal Neta 
(CUFIN), or from reinvested  taxable income, denominated Cuenta de Utilidad Fiscal Neta Reinvertida
(CUFINRE)

Dividends paid in
excess of CUFIN and CUFINRE will be subject to income taxes at a grossed-up rate based on
the current statutory rate. Beginning in 2003, this tax may be credited against the
income tax of the year in which the dividends are paid and in the following two years
against the income tax and estimated tax payments.

As of December 31,
2004, the balances of CUFIN and CUFINRE amounted to Ps. 3,093 and Ps. 2,117, respectively.

Note 21 Net
Majority Income per Share

This  represents the
net majority  income  corresponding  to each share of the Companys  capital  stock,
 computed on the basis of the weighted average number of shares outstanding during the
year.

Note 22 Tax System

a) Income Tax:Income
tax is computed on taxable income, which differs from accounting income principally due
to the treatment of the integral cost of financing, the cost of labor liabilities,
depreciation and other accounting provisions. In the case of Mexico, it also differs
because purchases are deductible instead of cost of sales. The tax loss of any year may
be carried forward and could be applied against taxable income as indicated below.

The income tax rates
 applicable in the countries where the Company operates and the period in which tax loss
 carryforwards  may       be applied are as follows:

|            
|------------
|            
|            
|Statutory   
|tax rate    
|Tax loss    
|carryforward
|expiration  
|            

F - 28

---



|(a) | In
 Guatemala  tax loss  carryforwards  may only be applied by companies  of recent
 creation  (not          applicable to the Company).
|--- | ----------------------------------------------------------------------------------------------------------------------------------------

|(b) | Colombian
 tax losses  generated  before  December 31, 2002 may be carried  forward for a period of
         five years,  and tax losses  generated after January 1, 2003 may be carried
forward for a period of          eight years, but limited to 25% of the taxable income of
each year.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(c) | In
 Brazil  tax  loss  carryforwards  do not  expire  and  may  be  carried  forward
 indefinitely.          Utilization  of tax  carryforwards  in any year,  however,  is
limited to 30% of the taxable income          generated in such year.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

In Mexico, the income
tax rate was 33% in 2004 and 34% in 2003.  On December 1, 2004, certain amendments to the
income tax law were enacted and are effective as of 2005.  The primary amendments were as
follows: (a) the income tax rate was reduced to 30% in 2005, 29% in 2006, and 28% as of
2007 and thereafter; (b) for income tax purposes, cost of sales will be deducted instead
of inventory purchases and related conversion costs; (c) in 2005, an option was
established to amortize inventories on hand at December 31, 2004 into taxable income over
a period from 4 to 12 years determined in conformity with the respective tax rules, which
include deducting any previous tax basis of inventories  and any  unamortized  tax loss  carryforwards  and such  inventories may be deducted as
     sold;  (d) as of  2006,  paid  employee  statutory  profit  sharing  will be fully  deductible  for tax
     purposes.

b) Tax on Assets:


The operations in
Mexico, Guatemala, Nicaragua, Colombia, Venezuela and Argentina are subject to a tax on
assets.


The  Mexican  tax on
assets is  calculated  by  applying  1.8% on the net  average of the  majority of
      restated assets less certain  liabilities and is payable only to the extent that it
exceeds the income       tax payable for the same  period;  any  required  payment of tax
on assets is  creditable  against the       excess of the  income  tax over the tax on
assets of the  following  10 years.  On  December  1, 2004,       certain  amendments  to
the tax on assets  laws  were  published  and are  effective  as of 2005.  The
      primary  amendment was the inclusion of bank  liabilities and liabilities with
foreign entities in the       determination of the tax on assets taxable base.

In Guatemala until
December 31, 2003 there was an alternative  minimum tax (IEMA)  equivalent to the
      lower of 2.25% of the prior years  revenues or 3.5% of total  assets as of the
 beginning of the year,       which was paid only to the extent  that it  exceeded  the
income  taxes of the year.  If in any year a       payment of IEMA was  required,  this
amount was  credited  against the excess of income taxes over the       IEMA of the
following year. Such alternative minimum tax was declared  unconstitutional on February
2,       2004.

On July 1, 2004,  the
tax reforms  were  approved  and  published  by the  Congress of the Republic of
      Guatemala  through  Decree  18-04  Reforms  to  the  Income  Tax  and  Decree
 19-04  the  Law  of the       Extraordinary  and Temporary Tax of Support to the Peace
Accords  (Impuesto  Extraordinario y Temporal       de Apoyo a los Acuerdos de Paz -
IETAAP).  The main effects of said decrees were the following:

The effect of a new
 IETAAP  tax,  which will be  calculated  on 2.5% of either of the  following  two
      bases:  (a) one fourth of the net assets or (b) one fourth of the gross  income.
 In the event  assets       are more than four  times  gross  income,  the tax will be
paid on the income  basis.  This tax may be       credited  against  income  tax  during
 the  following  three  calendar  years.  The  rate of this tax       gradually
 decreases;  it will be  1.25%  from  January  2005 to June  2006 and 1% from  July  2006
to       December  2007.  During the year  2004,  the rate will be reduced by 50% if the
tax is paid in a month       before its due date (September and December 2004).

Implementation  of a
new general income tax regimen under which companies will pay 5% on their monthly
      taxable  income as a  definitive  payment.  The  companies  subject to this regimen
are not subject to       IETAAP.  Additionally,  there exists an optional  regimen of 31%
on taxable  income.  The operation in       Guatemala selected the optional regimen of
31%.

In Nicaragua  the tax
on assets  results from  applying a 1% rate to total tax assets as of the end of
      the year,  and it is paid only to the extent that it exceeds the income  taxes of
the year.  If in any       year a tax on assets  payment is required,  this tax is
 definitive  and may not be credited in future       years.

F - 29

---



In Colombia the tax on
assets  results from  applying a 6% rate to net tax assets as of the  beginning       of
the year to  determine  the basis for the  alternative  minimum  tax,  equivalent  to
38.5% of such       basis.  This tax is paid only to the extent that it exceeds the
income taxes of the year.  If a tax on       assets payment was required in 2001 or 2002,
 the amount may be credited  against the excess of income       taxes over the tax on
assets in the  following  three  years.  If a tax on assets  payment is required
      subsequent  to 2002,  the amount may be credited  against  the excess of income
 taxes over the tax on       assets in the following five years.

In Venezuela  the tax
on assets  results from  applying a 1% rate to the net average  amount of  nonmonetary
      assets adjusted for inflation and monetary  assets  adjusted for inflation.  The
tax on assets is paid       only to the extent that it exceeds the income tax of the
year. If in any year a tax on assets  payment       is required,  this amount may be
credited against the excess of income taxes over the tax on assets in       the following
three years.

The tax laws in
Argentina  established a Tax on Minimum  Presumptive Income (TMPI) that results from
      applying a rate of 1% to certain  productive assets, and it is paid only to the
extent that it exceeds       the  income  taxes of the year.  If in any year a payment is
 required,  this  amount may be  credited       against the excess of income taxes over
the TMPI in the following 10 years.

c) Employee Profit
Sharing:


Employee profit
sharing is applicable to Mexico and Venezuela. In Mexico employee profit sharing is
computed at the rate of 10% of the individual taxable income, except that depreciation of
historical, rather than restated values is used, foreign exchange gains and losses are
not included until the asset is disposed of or the liability is due, and the other
effects of inflation are also excluded. In Venezuela employee profit sharing is
equivalent to 15% of after tax earnings.


d) Deferred Income
Taxes and Employee Profit Sharing:


The temporary
differences that generated deferred income tax liabilities (assets) are as follows:


|                                   
|-----------------------------------
|Deferred Income Taxes              
|                                   
|Inventories                        
|Property, plant and equipment1     
|Investments in shares              
|Other assets                       
|Pension plan and seniority premiums
|Tax loss carryforwards             
|Reserves                           
|                                   
|                                   
|                                   

The net balances shown
above are comprised as follows:

|                        
|------------------------
|                        
|                        
|Deferred tax assets     
|Deferred tax liabilities
|                        
|Net liability           
|                        

Most of the  deferred
 tax assets  arise from tax loss  carryforwards  and some  contingency  reserves
      (mainly in Colombia, Venezuela and Brazil).

The changes in the
balance of the deferred income taxes for the year are as follows:

|                                  
|----------------------------------
|                                  
|                                  
|Balance at beginning of the period
|Balance from Panamco acquisition  

______________________


1 Incluyes
returnable bottles and cases.


F - 30

---



|Provision for the period                 |     | (78)  |     | 538 
|---------------------------------------- | --- | ----- | --- | ----
|Change in the statutory income tax rates |     | (172) |     | (40)
|Result of holding nonmonetary assets     |     | 12    |     | 9   
|                                        
|Balance at end of the period             | Ps. | 27    | Ps. | 265 
|                                        

At  December  31,
 2004,  there are no  significant  non-recurring  temporary  differences  between  the
    accounting  income for the year and the bases for employee profit  sharing.  As a
result the Company did     not record a provision for deferred Mexican employee profit
sharing.

|e) | Income
Taxes, Tax on Assets and Employee Profit Sharing Provisions:
|-- | -------------------------------------------------------------------

|                                    
|------------------------------------
|                                    
|                                    
|Current income tax and tax on assets
|Non-recurring gain on tax lawsuits  
|Deferred income taxes               
|Employee profit sharing             
|                                    
|                                    
|                                    

A reconciliation of
the Mexican statutory income tax rate to the consolidated effective tax rate is as
    follows:

|                                      
|--------------------------------------
|                                      
|                                      
|Mexican statutory income tax rate     
|Gain from monetary position           
|Inflationary component                
|Non-deductible expenses and other     
|Income taxed at other than Mexican    
|statutory rate                        
|Changes in statutory rates            
|Intangible amortization and impairment
|                                      
|Consolidated effective tax rate       
|                                      

f) Tax Loss
Carryforwards and Recoverable Tax on Assets:


As of December 31,
2004, the subsidiaries in Mexico, Venezuela, Panama, Colombia and Brazil have tax loss
carryforwards and/or recoverable tax on assets.


The expiration dates
of such amounts are as follows:


|                   
|-------------------
|                   
|Year               
|                   
|2005               
|2006               
|2007               
|2008               
|2009 and thereafter
|                   
|                   
|                   

Due to the uncertainty
of the realization of certain tax loss carryforwards and recoverable tax on      assets,
as of December 31, 2004 a valuation allowance has been provided for Ps. 1,237 of the
     carryforward.

|                         
|-------------------------
|                         
|                         
|Initial balance          
|Acquisition of Panamco   
|Provision for the period 
|Cancellation of provision

F - 31

---



|              
|--------------
|Ending balance
|              

Note 23
  Contingencies and Commitments

a)       Settled
Lawsuits:

During  2002 and 2003,  certain  Mexican  subsidiaries  of the  Company  initiated  appeals  related  to the
Impuesto Especial sobre Producción y Servicios (IEPS) (Special Tax on Products and Services)  applicable
to inventories produced with high fructose content.  Additionally,  during 2003, such subsidiaries  included
in their appeals the IEPS applicable to all carbonated soft drinks  produced with non-sugar  sweeteners.  In
November 2003, such  subsidiaries  obtained a final favorable  decision not subject to appeal from a Mexican
federal  court  for  the  2002  appeal  and in June  2004  for  the  2003  appeal.  Based  on the  favorable
resolutions, the Company recorded a receivable for refundable taxes of Ps. 236.

In May 2004,  the
Company  obtained a favorable  final  ruling not subject to appeal from a Mexican
 Federal Court  allowing it to deduct a tax loss  carryforward  arising  from a sale of
shares  during  2002,  in the amount of Ps.1,311 which is included in the income
statement (see Note  22 e).

In April 2004,  the Mexican  Supreme  Court of Justice  issued a ruling with  respect to rules  previously
issued by the  Mexican  Ministry  of Finance  regarding  tax  deduction  of certain  assets in the  beverage
industry,  such as  refrigerators.  This ruling  requires  these  assets to be treated as fixed  assets with
finite useful lives. The Company previously  considered  refrigerators as an expense for tax purposes.  This
change of criteria had no effect on net income,  since the difference  between the book and tax basis of the
refrigerators  was  recorded as a deferred  income tax  liability  in prior  years.  Payments  resulted in a
charge to income in 2004 in the amount of  Ps. 139.

b)       Unsettled
Lawsuits:

The  Company  has
various  loss  contingencies,  and  reserves  have been  recorded in those cases where
the Company  believes  an  unfavorable  resolution  is  probable.  Most of these  loss
 contingencies  have been recorded as an increase  of the  intangible  assets  recorded
as a result of the Panamco  acquisitions.  The following table presents the nature and
amount of the loss contingencies as of December 31, 2004:

|     
|-----
|     
|     
|Tax  
|Legal
|Labor
|     
|Total
|     



In March 2003, the Mexican Antitrust  Commission  started an investigation  involving The Coca-Cola Company,
Coca-Cola  FEMSA and certain other  Coca-Cola  bottlers due to complaints  filed by some retailers and other
bottlers.  In August  2004,  as a result of the  investigation,  the  Mexican  Antitrust  Commission  issued
several  Oficios de  Presunta  Responsabilidad  (statement  of charges)  asserting  that the Company and its
Mexican operating subsidiaries,  as well as other bottlers,  engaged in monopolistic practices and requested
additional  information  on two  occasions.  Following  the second  round of  requests,  the Company and its
operating  companies  initiating  amparo  proceedings  asserting  the  illegality  of these  requests,  which  are
currently  under review.  The Company cannot give any  assurances  that any action taken as a result of this
investigation will not negatively affect it in the future.

In September 2004, the Companys Costa Rican  subsidiary,  received notice of certain tax claims asserted by
the Costa Rican tax  authorities  to pay taxes on sales of  carbonated  soft drinks from April 2002  through
July 2003.  These claims  currently total  approximately $ 12. In previous years,  the Companys Costa Rican
subsidiary  had been required to pay similar taxes,  however,  due to the favorable  final  decisions on the
appeals that the Company  filed,  it was not required to pay these taxes.  Legal actions have been initiated
against the current  assessment  by the Costa Rican tax  authorities  and are currently  under  review.  The
Company believes this assessment is without merit

F - 32

---



In 2002, a competing bottler filed a lawsuit against the Companys  Panamanian  subsidiary for approximately
$ 98,  alleging  the use of  monopolistic  practices.  The parties  have agreed to  discontinue  the lawsuit
without requiring any change in the Companys agreements.

In 2001, a labor union
and several  individuals  from the  Republic of Colombia  filed a lawsuit in the U.S.
District  Court for the Southern  District of Florida  against the certain  Colombian
 subsidiaries  and The Coca-Cola Company. In the complaint,  the plaintiffs alleged that
the subsidiaries  engaged in wrongful acts against  the labor  union and its  members in
 Colombia  for the amount of $ 500.  The  Company  has filed a motion to dismiss  the
 complaint  and  believes  the  resolution  of this  matter  will not have a material
adverse effect on its consolidated financial position or results of operations.

In 1999,  certain Venezuelan  subsidiaries  received notice of certain tax claims asserted by the Venezuelan
taxing   authorities.   These  claims   currently  total   approximately  $  17.  The  Company  has  certain
indemnification  rights  from  the  original  owner  and  therefore  does  not  believe  that  the  ultimate
disposition  of these  cases will have a material  adverse  effect on its  financial  position or results of
operations.

A Venezuelan  subsidiary  has been the subject of lawsuits filed by former  distributors  for a total amount
of  approximately $ 21. The Company  believes,  based on decisions  rendered by the Supreme Court in similar
cases, and an analysis of each case, that these claims have no merit.

Private  parties have
filed several  claims before the Brazilian  Ministry of Law and Economics  that allege
anticompetitive practices by Brazilian subsidiaries. The Company believes that these
claims have no merit.

According to Brazilian  practices,  the Company has been requested to secure tax contingencies  currently in
litigation  by  pledging  fixed  assets of Ps. 253 and  contracting  bonds  backed by lines of credit in the
amount of Ps. 337 (denominated in Brazilian currency) in favor of the tax authorities.

Other legal  proceedings  are pending  against or involve  the  Company and its  subsidiaries,  which do not
affect the conduct of their  businesses.  The Company  believes that the ultimate  disposition of such other
legal proceedings will not have a material adverse effect on its consolidated  financial  position or result
of operations.

c) Commitments:       As of December  31,  2004 the  Company  has  operating  and  capital  leases  commitments,  mainly for
      computers and distribution equipment and office buildings, as follows:

|                   
|-------------------
|                   
|                   
|                   
|U.S. dollars       
|Mexican pesos      
|Guatemalan quetzals
|Nicaraguan cordobas
|Colombian pesos    
|Brazilian reals    
|                   

Rental expense for all
operating leases charged against earnings  amounted to approximately  Ps. 298,        Ps.
162 and Ps. 49 for the years ended December 31, 2004, 2003 and 2002, respectively.

Note 24
  Information by Segment

Relevant information
concerning the subsidiaries of Coca-Cola FEMSA, divided by geographic areas, is as
follows:

F - 33

---



|                         
|-------------------------
|Total Revenues           
|                         
|Mexico                   
|Central America(1)       
|Colombia                 
|Venezuela                
|Brazil                   
|Argentina                
|Consolidation adjustments
|                         
|                         
|                         

|                         
|-------------------------
|Income from Operations   
|                         
|Mexico                   
|Central America(1)       
|Colombia                 
|Venezuela                
|Brazil                   
|Argentina                
|Consolidation adjustments
|                         
|                         
|                         

|                  
|------------------
|Depreciation(2)   
|                  
|Mexico            
|Central America(1)
|Colombia          
|Venezuela         
|Brazil            
|Argentina         
|                  
|                  
|                  

|                  
|------------------
|Amortization      
|                  
|Mexico            
|Central America(1)
|Colombia          
|Venezuela         
|Brazil            
|Argentina         
|                  
|                  
|                  

|                         
|-------------------------
|Other Non-Cash Charges(3)
|                         
|Mexico                   
|Central America(1)       
|Colombia                 
|Venezuela                
|Brazil                   
|Argentina                
|                         
|                         
|                         

|(1) | Includes
Guatemala, Nicaragua, Costa Rica and Panama.
|--- | -----------------------------------------------------

|(2) | Includes
breakage of returnable bottles and cases.
|--- | --------------------------------------------------

|(3) | Includes
the cost for the year relative to labor liabilities (see Note 15).
|--- | ---------------------------------------------------------------------------

F - 34

---



|                         
|-------------------------
|Interest Expense         
|                         
|Mexico                   
|Central America(1)       
|Colombia                 
|Venezuela                
|Brazil                   
|Argentina                
|Consolidation adjustments
|                         
|                         
|                         

|                         
|-------------------------
|Interest Income          
|                         
|Mexico                   
|Central America(1)       
|Colombia                 
|Venezuela                
|Brazil                   
|Argentina                
|Consolidation adjustments
|                         
|                         
|                         

|                            
|----------------------------
|Income Tax and Tax on Assets
|                            
|Mexico                      
|Central America(1)          
|Colombia                    
|Venezuela                   
|Brazil                      
|Argentina                   
|Consolidation adjustments   
|                            
|                            
|                            

|                        
|------------------------
|Capital Expenditures (4)
|                        
|Mexico                  
|Central America(1)      
|Colombia                
|Venezuela               
|Brazil                  
|Argentina               
|                        
|                        
|                        

|(1) | Includes
Guatemala, Nicaragua, Costa Rica, and Panama.
|--- | ------------------------------------------------------

|(4) | Includes
 investments  in property,  plant and equipment and other  assets,  and excludes
 investment in shares.
|--- | ----------------------------------------------------------------------------------------------------------------

F - 35

---



|                         
|-------------------------
|Long-term Assets         
|                         
|Mexico                   
|Central America(1)       
|Colombia                 
|Venezuela                
|Brazil                   
|Argentina                
|Consolidation adjustments
|                         
|                         
|                         

|                         
|-------------------------
|Total Assets             
|                         
|Mexico                   
|Central America(1)       
|Colombia                 
|Venezuela                
|Brazil                   
|Argentina                
|Consolidation adjustments
|                         
|                         
|                         

|(1) | Includes
Guatemala, Nicaragua, Costa Rica and  Panama.
|--- | ------------------------------------------------------

Note 25
  Differences Between Mexican GAAP and US GAAP

The  consolidated
 financial  statements of the Company are prepared in accordance with Mexican GAAP,
 which differs in certain  significant  respects  from US GAAP.  A  reconciliation  of
the  reported  majority  net income,  majority  stockholders  equity and majority
 comprehensive  income to US GAAP is presented in Note 26.  It  should  be  noted  that
 this  reconciliation  to US GAAP  does not  include  the  reversal  of the restatement
of the financial  statements as required by Bulletin B-10,  Reconocimiento de los
Efectos de la Inflacion  en la  Informacion  Financiera  (Recognition  of the  Effects
 of  Inflation  in  the  Financial Information),  of Mexican GAAP,  since the application
of this bulletin  represents a comprehensive  measure of the effects of price-level
 changes in the Mexican  economy and, as such, is considered a more meaningful
presentation  than  historical  cost-based  financial  reporting  in Mexican  pesos for
both  Mexican and US accounting purposes.

The principal
 differences  between Mexican GAAP and US GAAP included in the reconciliation  that
affect the consolidated financial statements of the Company are described below.

a) Restatement of
Prior Year Financial Statements:

As explained in Note 5
a), in accordance with Mexican GAAP, the financial statements for Mexican subsidiaries
for prior years were restated using Mexican inflation factors, and for foreign
subsidiaries and affiliated companies for prior years were restated using the inflation
rate of the country in which the foreign subsidiary or affiliated company is located,
then translated to Mexican pesos at the year-end exchange rate.

Under US GAAP, the
Company  applies the  regulations of the Securities and Exchange  Commission of the
      United States of America  (SEC),  which require that prior year financial
 statements be restated in       constant  units of the  reporting  currency,  in this
 case  the  Mexican  peso,  which  requires  the       restatement of such prior year
amounts using Mexican inflation factors.

Additionally,  all
other US GAAP  adjustments  for prior years have been  restated  based upon the SEC
      methodology.

b) Classification
Differences:

F - 36

---



Certain items require
a different classification in the balance sheet or income statement under US GAAP. These
include:

- As explained in Note 5 c), under
Mexican GAAP  advances to suppliers  are recorded as  inventories.         Under US GAAP
advances to suppliers are classified as prepaid expenses.

- The  impairment of goodwill and other
 long-lived  assets,  the gain or loss on the  disposition of         fixed assets and
employee profit sharing must be included in operating expenses under US GAAP.

- As explained in Note 5 l), under
Mexican GAAP the severance  payments  resulting from the Companys         reduction of
 personnel,  as a result of the  restructuring  of certain  areas are included in other
        expenses. Under US GAAP these payments are classified as cost of sales and
operating expenses.

c) Deferred
Promotional Expenses:

As explained in Note 5 d), for Mexican GAAP purposes, the
promotional costs related to the launching of new products or presentations are recorded
as prepaid expenses. For US GAAP purposes, such promotional costs are expensed as
incurred.

d) Intangible Assets:As mentioned in Note 5 i), under Mexican GAAP until January 1, 2003 all intangible
assets were amortized over a period of no more than 20 years. Effective January 1, 2003
revised Bulletin C-8, Activos Intangibles (Intangible Assets) (C-8), went into effect
and recognizes that certain intangible assets have indefinite lives and should not be
amortized. Under US GAAP, in accordance with Statement of Financial Accounting Standards (SFAS)
No. 142, Goodwill and Other Intangible Assets, effective January 1, 2002, goodwill and
indefinite-lived intangible assets are also no longer subject to amortization but rather
are subject to periodic assessment for impairment. Accordingly, amortization of
indefinite-lived intangible assets was discontinued in 2002 for US GAAP and in 2003 for
Mexican GAAP.

As a result of the
adoption of this standard,  the Company  performed an impairment  test as of January
     1, 2002 and found no impairment.  Subsequent  impairment  tests are performed
 annually by the Company,      unless an event  occurs or  circumstances  change that
would more likely than not reduce the fair value      of a reporting  unit below its
carrying  amount,  in which case an  impairment  test would be performed      between
 annual  tests.  As mentioned in Note 4, due to  significant  adverse  changes in the
Argentine      economy during 2002, on July 1, 2002 the Company  recognized an impairment
of the intangible  generated      by the acquisition of Coca-Cola FEMSA de Buenos Aires.

e) Restatement of
Imported Equipment:As explained in Note 5 e), under Mexican GAAP, imported machinery
and equipment have been restated by applying the inflation rate of the country of origin,
then translated at the year-end exchange rate of the Mexican peso.

Under US GAAP,  the
 Company  applies  the SEC  regulations,  which  require  that all  machinery  and
      equipment, both domestic and imported, be restated using inflation factors.

f) Capitalization of
the Integral Cost of Financing:Under Mexican GAAP, the capitalization of the integral
cost of financing (interest, foreign exchange and monetary position) generated by loan
agreements obtained to finance investment projects is optional, and the Company has
elected not to capitalize the integral cost of financing.

In accordance  with US
GAAP, if interest is incurred  during the  construction  of qualifying  assets,
      capitalization  is required as part of the cost of such assets.  Accordingly,  a
reconciling  item for       the  capitalization  of a  portion  of the  integral  cost of
 financing  is  included  in the US GAAP       reconciliation  of net income and
 stockholders  equity.  If the  borrowings  are  denominated  in US       dollars, the
weighted-average  interest rate on all such outstanding debt is applied to the balance of
      construction-in-progress   to  determine  the  amount  to  be  capitalized.   If
 the  borrowings  are       denominated  in Mexican  pesos,  the amount of interest to be
capitalized as noted above is reduced by       the gain on monetary position associated
with the debt.

g) Financial
Instruments:

F - 37

---



In accordance with Mexican GAAP, as mentioned in Note 5 q), the Company
values and records all derivative instruments and hedging activities according to
Bulletin C-2, Instrumentos Financieros (Financial Instruments).

Under US GAAP,  the
Company  values and  records all  derivative  instruments  and hedging  activities
      according to SFAS No. 133, Accounting for Derivative  Instruments and Hedging
 Activities.  SFAS No.       133, as amended,  establishes  accounting  and reporting
 standards  requiring  that every  derivative       instrument  (including certain
derivative  instruments embedded in other contracts) be recorded in the       balance
sheet as either an asset or liability  measured at its fair value.  SFAS No. 133 requires
that       changes in the fair value of the  derivative  instrument  be recognized in the
net income of the year;       or other  comprehensive  income, if the instruments
 represent effective cash flow hedges that qualify       for hedge accounting.

Under Mexican GAAP,
the derivative  contracts for aluminum prices,  carbonic gas and sugar, as well as
      equity  forward  contracted  by the  Company  (see  Note  18),  have been
 designated  as  hedges  and       accordingly  valued using the same valuation  criteria
 applied to the underlying  asset or liability,       which are  recognized in the income
 statement when the  consumption or payment takes  place. However,       under US GAAP,
these agreements must be adjusted to their market value,  recognizing the corresponding
      asset or liability.   Since the hedging  relationship  required by US GAAP has not
been documented,  a       reconciling  item  has  been  included  in the US GAAP
 reconciliation  to  adjust  earnings  for this       difference in accounting criteria.

Certain of the lease
contracts are denominated in US Dollars.  Under US GAAP such contracts qualify as
      foreign exchange embedded derivative contracts.  Accordingly,  a reconciling item
has been included in       the US GAAP  reconciliation  to adjust other  comprehensive
 income for this  difference in accounting       criteria.

h) Deferred Income
Taxes and Employee Profit Sharing:The Company follows SFAS No. 109, Accounting for
Income Taxes, for US GAAP purposes, which differs from Mexican GAAP as follows:

- Under Mexican GAAP, deferred taxes
are classified as non-current,  while under US GAAP are based on           the
        classification of the related asset or liability.

- Under  Mexican  GAAP,  the effects of
inflation  on the deferred tax balance  generated by monetary           items  are
 recognized  in the  result on  monetary  position.  Under US GAAP,  the  deferred  tax
          balance is classified  as a  nonmonetary  item. As a result,  the  consolidated
 income  statement           differs  with  respect to the  presentation  of the gain
(loss) on monetary  position and deferred           income tax provision.

- Under  Mexican  GAAP,  deferred
 employee  profit  sharing  is  calculated  considering  only those           temporary
 differences  that arise during the year and which are expected to turn around  within a
          defined period,  while under US GAAP, the same liability  method as used for
deferred income taxes           is applied.  Since as of 2006 employee statutory profit
sharing paid will be fully deductible (see           Note 22 a),  under US GAAP a
deferred tax asset has been  recorded for the future  benefit of such           deduction.

- The   differences  in  prepaid
  expenses,   restatement  of  imported   machinery  and  equipment,
         capitalization   of  financing  costs,   financial   instruments  and  pension
 plan  mentioned  in          Note 25 c), e), f), g) and i) generate a difference when
 calculating the deferred income tax under          US GAAP compared to that presented
under Mexican GAAP (see Note 22 d).

As explained in Note 22 a) beginning in 2005,  employee  profit sharing will be deductible for income
       tax  purposes in Mexico.  This new  deduction  will reduce the  payments of income tax in  subsequent
       years. Accordingly,  in 2004 the Company recorded a reduction in deferred income tax liability in the
       amount of Ps 129.

|                                        
|----------------------------------------
|Reconciliation of Deferred Income Taxes 
|                                        
|Deferred income taxes under Mexican GAAP
|US GAAP adjustments:                    
|Deferred promotional expenses           

F - 38

---



|Restatement of imported machinery and plant and equipment, net |     | 41    |     | (8) 
|-------------------------------------------------------------- | --- | ----- | --- | ----
|Financial instruments                                          |     | 42    |     | (35)
|Deferred employee profit sharing                               |     | (129) |     | -   
|Pension and retirement plans                                   |     | 1     |     | 2   
|                                                              
|Total adjustments                                              |     | (60)  |     | (79)
|Restatement of prior year financial statements                 |     | -     |     | 131 
|                                                              
|Deferred income taxes under US GAAP                            | Ps. | (33)  | Ps. | 317 
|                                                              

The changes in the
balance of the deferred income taxes for the years under US GAAP are as follows:

|                                    
|------------------------------------
|                                    
|                                    
|Balance at the beginning of the year
|Provision for the year              
|Other comprehensive income          
|Panamco acquisition effect          
|Inflation adjustments               
|                                    
|Balance at the end of the year      
|                                    

|                                                   
|---------------------------------------------------
|Reconciliation of Deferred Employee Profit Sharing 
|                                                   
|Deferred employee profit sharing under Mexican GAAP
|US GAAP adjustments:                               
|Inventories                                        
|Property, plant and equipment, net                 
|Other assets                                       
|Pension and retirement plans                       
|Other reserves                                     
|                                                   
|Total adjustments                                  
|                                                   
|Deferred employee profit sharing under US GAAP     
|                                                   

The  changes in the
 balance of the  deferred  employee  profit  sharing  for the years under US GAAP are as
follows:

|                                    
|------------------------------------
|                                    
|                                    
|Balance at the beginning of the year
|Provision for the year              
|Panamco acquisition effect          
|Inflation adjustment                
|                                    
|Balance at the end of the year      
|                                    

i) Pension Plan:Under
Mexican GAAP, the liabilities for employee benefits are determined using actuarial
computations in accordance with Bulletin D-3, Obligaciones Laborales (Labor
Obligations), which is substantially the same as US GAAP SFAS No. 87, Employers Accounting
for Pensions, except for the initial year of application of both bulletins, which
generates a difference in the unamortized prior service costs and in the amortization
expense.

Under Mexican GAAP and
US GAAP, there is no difference in the liabilities for seniority premiums.

The Company has
prepared a study of pension costs under US GAAP based on actuarial  calculations using
      the same assumptions applied under Mexican GAAP (see Note 15).

The required
disclosures under SFAS No. 87 are as follows:

F - 39

---



|                                                         
|---------------------------------------------------------
|Net Pension Cost                                         
|                                                         
|Service cost                                             
|Interest cost                                            
|Actual return on plan assets                             
|Amortization of prior services cost and actuarial changes
|                                                         
|Net pension cost under US GAAP                           
|Net pension cost recorded under Mexican GAAP             
|                                                         
|Additional expense (income) that must be                 
|recognized under US GAAP                                 
|                                                         

|                                                           
|-----------------------------------------------------------
|Pension Liability                                          
|                                                           
|Projected benefit obligation                               
|Pension plan funds at fair value                           
|                                                           
|Unfunded projected benefit obligation                      
|Unrecognized net transition obligation                     
|Unrecognized net gain                                      
|                                                           
|Total unfunded accrued pension liability under US GAAP     
|Total unfunded accrued pension liability under Mexican GAAP
|Restatement of prior year financial statements (Note 25a)  
|                                                           
|Liability that must be canceled under US GAAP              
|                                                           

j) Minority Interest:Under Mexican GAAP, the minority interest in consolidated subsidiaries is presented
as a separate component within stockholders equity in the consolidated balance sheet.

Under US GAAP, this
item must be excluded from  consolidated  stockholders  equity in the  consolidated
    balance sheet.  Additionally,  the minority interest in the net earnings of
consolidated subsidiaries is     excluded from consolidated net income.

The US GAAP
adjustments  shown in Note 26 a) and b) are calculated on a consolidated  basis.
 Therefore,     the minority  interest  effect is presented as a separate  line item,  in
order to obtain net income and     stockholders equity.

k) Statement of Cash
Flows:Under Mexican GAAP, the Company presents a consolidated statement of changes in
financial position in accordance with Bulletin B-12, Estado de Cambios en la Situacion
Financiera (Statement of Changes in Financial Position), which identifies the generation
and application of resources by the differences between beginning and ending financial
statement balances in constant Mexican pesos. Bulletin B-12 also requires that monetary
and foreign exchange gains and losses be treated as cash items for the determination of
resources generated by operations.

In  accordance  with
US GAAP,  the Company  follows SFAS No. 95,  Statement  of Cash  Flows,  which is
    presented excluding the effects of inflation (see Note 25 l).

l) Summarized
Consolidated Financial Information under US GAAP:

|                           
|---------------------------
|                           
|Consolidated Balance Sheets
|                           

F - 40

---



|                                              
|----------------------------------------------
|ASSETS                                        
|Current Assets:                               
|Cash and cash equivalents                     
|Accounts receivable                           
|Inventories                                   
|Recoverable taxes                             
|Deferred tax assets                           
|Prepaid expenses                              
|                                              
|Total Current Assets                          
|Property, plant and equipment, net            
|Investments in shares                         
|Deferred tax assets                           
|Other assets, net                             
|Intangible assets, net                        
|                                              
|TOTAL ASSETS                                  
|                                              
|LIABILITIES AND STOCKHOLDERS EQUITY          
|Current Liabilities:                          
|Bank loans                                    
|Current maturities of long-term debt          
|Interest payable                              
|Suppliers                                     
|Deferred tax liabilities                      
|Accrued taxes                                 
|Accrued expenses and other liabilities        
|                                              
|Total Current Liabilities                     
|                                              
|Long-term Liabilities:                        
|Bank loans and notes payable                  
|Pension plan and seniority premiums           
|Deferred tax liabilities                      
|Other liabilities                             
|                                              
|Total Long-Term Liabilities                   
|                                              
|Total Liabilities                             
|                                              
|Minority interest in consolidated subsidiaries
|Stockholders equity                          
|                                              
|TOTAL LIABILITIES AND STOCKHOLDERS EQUITY    
|                                              

F - 41

---



|                                                         
|---------------------------------------------------------
|Consolidated Income Statements                           
|                                                         
|Net sales                                                
|Other operating revenues                                 
|                                                         
|Total revenues                                           
|Cost of sales                                            
|                                                         
|Gross profit                                             
|                                                         
|Operating expenses:                                      
|Administrative                                           
|Selling                                                  
|                                                         
|                                                         
|                                                         
|Income from operations                                   
|Integral cost of financing:                              
|Interest expense                                         
|Interest income                                          
|Foreign exchange (gain) loss, net                        
|Gain on monetary position                                
|                                                         
|                                                         
|Other expense, net                                       
|                                                         
|Income for the year before income taxes                  
|Income taxes                                             
|                                                         
|Income for the year before minority interest             
|Minority interest in results of consolidated subsidiaries
|                                                         
|Net income for the year                                  
|Other comprehensive income                               
|                                                         
|Comprehensive income                                     
|                                                         
|Net income per share (constant Mexican pesos)            
|                                                         

|                                        
|----------------------------------------
|Consolidated Cash Flows (1)             
|                                        
|Net income                              
|Minority interest                       
|Inflation effect                        
|Depreciation                            
|Breakage of returnable bottles and cases
|Other non-cash charges                  
|Deferred income taxes                   

F - 42

---



|Working capital investment                                |     | 1,012   |     | (2,552)  |     | 30     
|--------------------------------------------------------- | --- | ------- | --- | -------- | --- | -------
|Interest payable                                          |     | (62)    |     | 169      |     | 9      
|Labor obligations                                         |     | (64)    |     | (34)     |     | (32)   
|                                                         
|Net cash flows from operating activities                  |     | 6,706   |     | 2,585    |     | 3,828  
|                                                         
|Investments in:                                           |     |         |    
|Property, plant and equipment                             |     | (1,310) |     | (1,915)  |     | (1,114)
|Panamco acquisition                                       |     | -       |     | (29,192) |     | -      
|Other assets                                              |     | (539)   |     | -        |     | -      
|                                                         
|Net cash flows used in investing activities               |     | (1,849) |     | (31,107) |     | (1,114)
|                                                         
|Bank loans                                                |     | (3,992) |     | 15,890   |     | (19)   
|Increase in capital stock                                 |     | 3       |     | 9,585    |     | -      
|Dividends declared and paid                               |     | (521)   |     | -        |     | (561)  
|Other financial transactions                              |     | 473     |     | (974)    |     | (230)  
|                                                         
|Net cash flows (used in) provided by financing activities |     | (4,037) |     | 24,501   |     | (810)  
|                                                         
|Net increase (decrease) in cash and cash equivalents      |     | 820     |     | (4,021)  |     | 1,904  
|Cash received in acquisition of Panamco                   |     | -       |     | 633      |     | -      
|Initial balance                                           |     | 2,783   |     | 6,171    |     | 4,267  
|                                                         
|Ending balance                                            | Ps. | 3,603   | Ps. | 2,783    | Ps. | 6,171  
|                                                         

|(1) | Expressed
in historical Mexican pesos.
|--- | --------------------------------------

|                                             
|---------------------------------------------
|                                             
|Supplemental Information about Cash Flows:(1)
|                                             
|Interest paid                                
|Income tax and tax on assets paid            
|                                             

|(1) | Expressed
in historical Mexican pesos.
|--- | --------------------------------------

F - 43

---



|                                                 
|-------------------------------------------------
|Statements of Changes in Stockholders Equity    
|                                                 
|Stockholders equity at the beginning of the year
|Increase in capital stock                        
|Net income for the year                          
|Dividends declared and paid                      
|Other comprehensive income:                      
|Translation adjustment                           
|Result of holding nonmonetary assets             
|Additional labor liability                       
|                                                 
|Other                                            
|                                                 
|Stockholders equity at the end of the year      
|                                                 

Note 26
  Reconciliation of Mexican GAAP to US GAAP

a) Reconciliation
of Net Income:

|                                                     
|-----------------------------------------------------
|                                                     
|                                                     
|Net majority income under Mexican GAAP               
|US GAAP adjustments:                                 
|Restatement of prior year financial statements       
|(Note 25 a)                                          
|Deferred promotional expenses (Note 25 c)            
|Intangible assets (Note 25 d)                        
|Restatement of imported machinery and equipment (Note
|25 e)                                                
|Capitalization of the integral cost of financing     
|(Note 25 f)                                          
|Financial instruments (Note 25 g)                    
|Deferred income taxes (Note 25 h)                    
|Deferred employee profit sharing (Note 25 h)         
|Pension plan (Note 25 i)                             
|                                                     
|Total adjustments                                    
|                                                     
|Net income under US GAAP                             
|                                                     

Under US GAAP, the
monetary  position effect of the income  statement  adjustments is included in each
      adjustment,  except for the  capitalization  of the integral cost of  financing,
 goodwill and pension       plan liabilities that are nonmonetary.

F - 44

---



|b) Reconciliation
of Stockholders Equity:                  
|------------------------------------------------------------
|                                                            
|                                                            
|                                                            
|Majority stockholders equity under Mexican GAAP            
|US GAAP adjustments:                                        
|Restatement of prior year financial statements (Note 25 a)  
|Deferred promotional expenses (Note 25 c)                   
|Intangible assets (Note 25 d)                               
|Restatement of imported machinery and equipment (Note 25 e) 
|Capitalization of the integral cost of financing (Note 25 f)
|Financial instruments (Note 25 g)                           
|Deferred income taxes (Note 25 h)                           
|Deferred employee profit sharing (Note 25 h)                
|Pension plan (Note 25 i)                                    
|                                                            
|Total adjustments                                           
|                                                            
|Stockholders equity under US GAAP                          
|                                                            

c) Reconciliation
of Comprehensive Income:


|                                           
|-------------------------------------------
|                                           
|                                           
|Majority comprehensive income under Mexican
|GAAP                                       
|US GAAP adjustments:                       
|Net income (Note 26 a)                     
|Other comprehensive income:                
|Translation adjustment                     
|Result of holding nonmonetary assets       
|Other                                      
|                                           
|Comprehensive income under US GAAP         
|                                           

Note 27   Future
Impact of Recently Issued Accounting Standards Not Yet in Effect

a) In Mexican GAAP:

The Instituto Mexicano
de Contadores Públicos (IMCP) issued the following bulletins the application       of
which is mandatory effective January 1, 2005. The Company does not anticipate that these
new       standards will have a significant impact on its financial position or results
of operations.

Bulletin D-3, Obligaciones
laborales (Labor obligations) (Bulletin D-3):

Revised Bulletin D-3
establishes: (i) accounting standards for post-retirement benefits other than
      pension, which in accordance with Circular No. 50, were previously regulated by
International       Accounting Standard No. 19; (ii) accounting standards for the
treatment of reductions and early       extinguishment of post retirement benefits other
than pensions; and (iii) accounting standards for       severance payments resulting from
a restructuring and severance payments resulting from situations       other than a
restructuring.

Bulletin C-10, Instrumentos
financieros derivados y operaciones de cobertura (Derivative financial
      instruments and hedging transactions) (Bulletin C-10):

Bulletin C-10
establishes detailed accounting guidelines for the valuation, presentation and
      disclosure of derivative financial instruments. In addition, it establishes the
conditions to       consider financial instruments as hedging, and classifies hedging as
follows: (i) fair value; (ii)       cash flow; and (iii) foreign currency, for purposes
of defining

F - 45

---



whether the gain or loss that results       from the valuation of hedging
instruments at fair value should be recorded in current year income or       other
comprehensive income. This new standard substantially conforms Mexican GAAP to US GAAP.

Bulletin C-2, Documento
de Adecuaciones al Boletín C-2 (Amendments to Bulletin C-2):

Amendments to Bulletin
C-2 establish that the gain or loss attributable to changes in the fair value       of
financial instruments classified as available for sale and their monetary effect, should
be       recognized in other comprehensive income, and upon their sale should be
recognized in income.       Bulletin C-2 does not allow the transfer of financial
instruments originally classified as trading to       be available for sale or held until
maturity or vice-versa. The amendments to Bulletin C-2 also       incorporate detailed
rules to recognize impairment in the value of financial instruments. This       revised
standard substantially conforms Mexican GAAP to US GAAP.

Bulletin B-7, Adquisiciones
de Negocios (Business Acquisitions):

Bulletin B-7 establishes: (i) the purchase method as the only acceptable method to account for
      business combinations and that International Accounting Standard  No. 22, Business Combinations,
      will no longer be supplemental; (ii) the prohibition of the amortization of goodwill; (iii) specific
      standards for the acquisition of minority interest and asset transfers or share exchanges between
      companies under common control; and iv) supplements the accounting for intangible assets recognized
      in a business combination in accordance with Bulletin C-8. This new standard substantially conforms
      Mexican GAAP to US GAAP.

b) In US GAAP:

The company does not
anticipate that these new standards will have a significant impact on its financial
position or results of operations.

Share-Based Payments or SFAS 123 (R):

This statement eliminates the option to apply the intrinsic value measurement provisions of Accounting
     Principles Board (APB) Opinion No. 25, Accounting for Stock Issued to Employees to stock
     compensation awards issued to employees. Rather, SFAS 123 (R) requires companies to measure the cost
     of employee services received in exchange for an award of equity instruments based on the grant-date
     fair value of the award. That cost will be recognized over the period during which an employee is
     required to provide services in exchange for the award-the requisite service period (usually the
     vesting period). SFAS 123 (R) applies to all awards granted after the required effective date and to
     awards modified, repurchased, or cancelled after that date. SFAS 123 (R) will be effective for our
     fiscal year ending December 31, 2006. The Company does not grant stock options to employees.

FASB 151, Inventory
Costs:

Statement 151 is an
amendment to Accounting Research Bulleting No. 43. This statement clarifies that      the
abnormal amounts of the idle capacity expense, freight, handling costs and wasted
materials should      be recognized as current period charges and requires the allocation
of fixed production overhead cost      to inventory based on the normal capacity of the
production facilities. This guidance is effective for      inventory costs incurred
during fiscal years beginning after June 15, 2005, with earlier application      allowed
for inventory costs incurred during fiscal years beginning after November 23, 2004.

Exchanges of Nonmonetary Assets - an amendment of Accounting Principal Board Opinion No. 29 or SFAS
     153 :

In December 2004, the FASB issued SFAS No. 153, which amends Accounting Principles Board Opinion No.
     29, Accounting for Nonmonetary Transactions to eliminate the exception for nonmonetary exchanges of
     similar productive assets and replaces it with a general exception for exchanges of nonmonetary assets
     that do not have commercial substance. SFAS 153 is effective for nonmonetary assets exchanges
     occurring in fiscal periods beginning after June 15, 2005.

F - 46

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