**Exhibit12(a)(2)**

 

**CERTIFICATION**

 

I, Juan Antonio QuirogaGarcía, certify that:

 

1.  I have reviewed this annual report on Form20-F of Gruma, S.A. de C.V.;

 

2.  Based on my knowledge, this report does notcontain any untrue statement of a material fact or omit to state a materialfact necessary in order to make the statements made, in light of thecircumstances under which such statements were made, not misleading withrespect to the period covered by this report;

 

3.  Based on my knowledge, the financial statements,and other financial information included in this report, fairly present in allmaterial respects the financial condition, results of operations and cash flowsof the registrant as of, and for, the periods presented in this report;

 

4.  The company’s other certifying officer and Iare responsible for establishing and maintaining disclosure controls andprocedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for thecompany and have:

 

a.  designed such disclosure controls andprocedures, or caused such disclosure controls and procedures to be designedunder our supervision, to ensure that material information relating to thecompany, including its consolidated subsidiaries, is made known to us by otherswithin those entities, particularly during the period in which this report isbeing prepared;

 

b.  evaluated the effectiveness of the company’sdisclosure controls and procedures and presented in this report our conclusionsabout the effectiveness of the disclosure controls and procedures, as of theend of the period covered by this report based on such evaluation; and

 

c.  disclosed in this report any change in thecompany’s internal control over financial reporting that occurred during theperiod covered by the annual report that has materially affected, or isreasonably likely to materially affect, the company’s internal control overfinancial reporting; and

 

5.  The company’s other certifying officer and Ihave disclosed, based on our most recent evaluation of internal control overfinancial reporting, to the company’s auditors and the audit committee ofcompany’s board of directors (or persons performing the equivalent functions):

 

a.  all significant deficiencies and materialweaknesses in the design or operation of internal controls over financialreporting which are reasonably likely to adversely affect the company’s abilityto record, process, summarize and report financial information; and

 

b.  any fraud, whether or not material, thatinvolves management or other employees who have a significant role in thecompany’s internal control over financial reporting.

 

 
|                                                                                                                                        | /s/ Juan Antonio  Quiroga García                                                                                                                   |
|---------------------------------------------------------------------------------------------------------------------------------------------|---------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                                                                                                                        | Name:               Juan Antonio  Quiroga García                             |
|                                                                                                                                        | Title:                     Chief  Corporate Officer |
|                                                                                                                                        |                                                                                                                                                    |
|                                                                                                                                        |                                                                                                                                                    |
| Date:                    June 28,  2004 |                                                                                                                                                    |

 

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