Exhibit 2(b)(2)  SUPPLEMENTAL
INDENTURE  SUPPLEMENTAL INDENTURE (this Supplemental Indenture), dated as of
November 30, 2004 between Gruma, S.A. de C.V, a corporation (sociedad anónima de capital
variable) organized under the laws of the United Mexican States (Gruma),
and JPMorgan Chase Bank, N.A., a national banking association (as successor to
JPMorgan Chase Bank, formerly known as The Chase Manhattan Bank), as trustee
under the Indenture referred to below (the Trustee).  W
I T N E S S E T H:  WHEREAS, Gruma and the Trustee heretofore executed and delivered an
Indenture, dated as of October 9, 1997 (the Indenture), providing for
the issuance of the 7.625% Notes Due 2007 (the Notes) (capitalized terms used
herein but not otherwise defined have the meanings ascribed thereto in the
Indenture);  WHEREAS, in accordance with Section 9.3 of the Indenture, the
Trustee and Gruma, together with the written consent of the Holders of at least
a majority in aggregate principal amount of the Notes outstanding as of the
date hereof or by the adoption of a resolution at a meeting of Holders of at
least a majority in the aggregate principal amount of the Notes outstanding as
of the date hereof, may amend or waive certain terms and covenants in the
Indenture as described below;  WHEREAS, Gruma is undertaking to execute and deliver this Supplemental
Indenture to amend certain terms and covenants in the Indenture in connection
with the Offer to Purchase and Consent Solicitation Statement of Gruma, dated
as of November 16, 2004, and any amendments, modifications or supplements
thereto (the Offer and Consent Solicitation); and  WHEREAS, this Supplemental Indenture has been duly
authorized by all necessary corporate action on the part of Gruma.  NOW, THEREFORE, in consideration for the premises and for other good
and valuable consideration, the receipt of which is hereby acknowledged, Gruma
and the Trustee mutually covenant and agree for the equal and ratable benefit
of the Holders as follows:  ARTICLE I  Amendments and Waivers  Section 1.1Applicability
of Certain Indenture Provisions to the Offer and Consent Solicitation.  The application of the provisions of Article X
of the Indenture are hereby waived to the extent that such provisions
might otherwise interfere with the ability to enter into agreements
contemplated by, and to consummate, the Offer and Consent Solicitation.  Section 1.2Amendments
to the Indenture and Notes.  Effective at the time of
payment or deposit with DTC of an amount of money sufficient to pay for all
Notes validly tendered and accepted pursuant to the Offer and Consent
Solicitation and to make all consent payments required under the Offer and
Consent Solicitation:  (i)Sections 10.2,
10.3, 10.6, 10.7, 10.8, and 10.9 are hereby amended by deleting all such
Sections in their entirety and all references thereto contained elsewhere in
the Indenture and any corresponding provisions in the Notes in their entirety
(including, without limitation, references to such Sections contained in the
Event of Default contained in Section 5.1 of the Indenture);


(ii)Section 8.1
is hereby amended by deleting clause (ii) and (iii) thereof and all references
thereto contained elsewhere in the Indenture and any corresponding provisions
in the Notes in their entirety (including, without limitation, references to
such Section contained in the Event of Default contained in Section 5.1 of
the Indenture);  (iii)Section 5.1
is hereby amended by deleting clauses (3) and (6) thereof in their
entirety and all references thereto contained elsewhere in the Indenture and
any corresponding provisions in the Notes in their entirety, and all references
to Section 5.1 in the Indenture shall mean Section 5.1 as amended
hereby; and  (iv)All
definitions set forth in Section 1.01 of the Indenture and any
corresponding definitions in the Notes that relate to defined terms used solely
in sections deleted by this Supplemental Indenture are hereby deleted in their
entirety.  ARTICLE II  Miscellaneous  Section 2.1Effect
of Supplemental Indenture.  Upon the execution and delivery
of this Supplemental Indenture by Gruma and the Trustee, the Indenture shall be
supplemented in accordance herewith, and this Supplemental Indenture shall form
a part of the Indenture for all purposes, and every Holder of Notes heretofore
or hereafter authenticated and delivered under the Indenture shall be bound
hereby.  Section 2.2Indenture
Remains in Full Force and Effect.  Except as supplemented hereby,
all provisions in the Indenture shall remain in full force and effect.  Section 2.3Indenture
and Supplemental Indenture Construed Together.  This Supplemental Indenture is
an indenture supplemental to and in implementation of the Indenture, and the
Indenture and this Supplemental Indenture shall henceforth be read and
construed together.  Section 2.4Confirmation
and Preservation of Indenture.  The Indenture as supplemented
by this Supplemental Indenture is in all respects confirmed and preserved.  Section 2.5Conflict
with the Trust Indenture Act.  If any provision of this
Supplemental Indenture limits, qualifies or conflicts with any provision of the
TIA that is required under the TIA to be a part of and govern any provision of
this Supplemental Indenture, the provision of the TIA shall control. If any
provision of this Supplemental Indenture modifies or excludes any provision of
the TIA that may be so modified or excluded, the provision of the TIA shall be
deemed to apply to the Indenture as so modified or to be excluded by this
Supplemental Indenture, as the case may be.  Section 2.6Severability.  In case any provision in this
Supplemental Indenture shall be invalid, illegal or unenforceable, the
validity, legality and enforceability of the remaining provisions shall not in
any way be affected or impaired thereby.


Section 2.7Benefits
of Supplemental Indenture.  Nothing in this Supplemental
Indenture or the Notes, express or implied, shall give to any Person, other
than the parties hereto and thereto and their successors hereunder and
thereunder and the Holders of the Notes, any benefit of any legal or equitable
right, remedy or claim under the Indenture, this Supplemental Indenture or the
Notes.  Section 2.8Successors.  All agreements of Gruma in this
Supplemental Indenture shall bind its successors. All agreements of the Trustee
in this Supplemental Indenture shall bind its successors.  Section 2.9Certain
Duties and Responsibilities of the Trustee.  In entering into this
Supplemental Indenture, the Trustee shall be entitled to the benefit of every
provision of the Indenture and the Notes relating to the conduct or affecting
the liability or affording protection to the Trustee, whether or not elsewhere
herein so provided.  Section 2.10Governing
Law.  This Supplemental Indenture
shall be governed by, and construed in accordance with, the laws of the State
of New York.  Section 2.11Multiple
Originals.  The parties may sign any number
of copies of this Supplemental Indenture, each of which shall be deemed an
original, but all of which together shall constitute one and the same
instrument.  Section 2.12Headings.  The Article and Section
headings herein are inserted for convenience of reference only, are not
intended to be considered a part hereof and shall not modify or restrict any of
the terms or provisions hereof.  Section 2.13The
Trustee.  The Trustee shall not be
responsible in any manner for or in respect of the validity or sufficiency of
this Supplemental Indenture or for or in respect of the recitals contained
herein, all of which are made by Gruma.


IN WITNESS WHEREOF, the parties hereto have caused this Supplemental
Indenture to be duly executed as of the date first written above.   Gruma, S.A. de
  C.V.By:Name: Raúl PeláezTitle: Chief Financial
  OfficerBy:Name: Raúl CavazosTitle: Senior Vice
  President, Finance


JPMorgan Chase Bank, N.A.,as trusteeBy:Name:Title: