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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 Form 20-F/A
 o
    
    REGISTRATION STATEMENT PERSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF
1934
 OR
 þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
 FOR THE FISCAL YEAR ENDED ON DECEMBER 31, 2007
 OR
 o
    
    TRANSITION REPORT PERSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 FOR THE TRANSITION PERIOD FROM  TO
 OR
 o
    
    SHELL COMPANY REPORT PERSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 Date of event requiring this shell company report
 COMMISSION FILE NUMBER: 1-10905
 Vitro, S.A.B. de C.V.
  N/A
 United Mexican States
 
 Title of Each Class
    
    Name of Each Exchange on Which RegisteredShares of Series A common stock, no par value
    
    New York Stock Exchange*Ordinary Participation Certificate, each representing 
one share of Series A common stock
    
    New York Stock Exchange*American Depositary Shares, evidenced by American 
Depositary Receipts, each representing three 
Ordinary Participation Certificates
    
    New York Stock Exchange
 
 *
    
    Not for trading, but only in connection with the registration of American Depositary Shares,
pursuant to the requirements of the Securities and Exchange Commission. 
 
 
  o þ
  o þ
  þ o
 o o
  Large accelerated filer o
    
    Accelerated filer þ
    
    Non-accelerated filer o
  U.S. GAAP o
    
    International Financial Reporting Standards as issued by
the International
Accounting Standards Board o
    
    Other þ
  o þ
  o þ




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TABLE OF CONTENTS  Item 3. Key InformationRisk FactorsItem 5. Operating and Financial Review and ProspectsOperating ResultsItem 11. Quantitative and Qualitative Disclosures About Market RiskSIGNATURESEXHIBIT INDEXExhibit 12.1Exhibit 12.2Exhibit 13.1    Table of Contents  20-F/A 2007
EXPLANATORY NOTE
      1




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Item 3. Key Information
 
 
 RISK FACTORS
 You should carefully consider the following risk factors, as well as all of the other
information presented in this annual report, including our consolidated financial statements and
the notes thereto. In general, investing in the securities of issuers in emerging market countries
such as Mexico involves certain risks not typically associated with investing in securities of U.S.
companies.
 The risks and uncertainties described below are not the only risks and uncertainties affecting
us. Additional risks and uncertainties that we do not know about or that we currently think are
immaterial also may impair our business operations or our ability to make payments under our
existing indebtedness.
 For purposes of this section, when we state that a risk, uncertainty or problem may, could or
would have an adverse effect on us, we mean that the risk, uncertainty or problem may, could or
would have an adverse effect on our business, financial condition, liquidity, results of operations
or prospects, except as otherwise indicated or as the context may otherwise require.
 RISK FACTORS RELATING TO US
 We have high interest payment requirements.
    
    
    we may have less cash available to expand and improve our business, since we
are required to dedicate a significant portion of our cash flow from operations to the
payment of interest on our debt;
 
    
    our ability to obtain additional debt financing may be limited and the terms on
which such financing is obtained may be negatively affected; and
 
    
    our ability to compete effectively against better-capitalized competitors and
to withstand downturns in our business may be affected since a significant portion of
our cash flow from operations is required to be dedicated to making interest payments.
As a result, we may lose market share and experience lower sales, which, in turn, could
result in a material adverse effect on our financial condition, results of operations
and liquidity.
 Our indentures contain certain restrictive covenants.
    2




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We have to pay interest and principal on our dollar-denominated debt with revenues generated in
pesos or other currencies, as we do not generate sufficient revenue in dollars from our operations.
    We have experienced rising operating costs in our businesses.
      3




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Our limited thresholds for derivative transactions could be insufficient to cover significant
negative fair values.
  We continue to experience competition from our global competitors and vertically integrated
customers.
  Difficult market conditions in the automotive industry may affect our operating margins and results
of operations.
   We have customers that are significant to us and the loss of all or a portion of their business
would have an adverse effect on us.
   4




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Downturns in the economies in which we operate may negatively affect the demand for our products
and our results of operations.
     5




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Inflation fluctuations may have an adverse effect on our total comprehensive financing result.
    Foreign currency exchange rate fluctuations may have an adverse effect on our total comprehensive
financial result.
     6




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Changes in the value of the peso to the U.S. dollar and the Euro may have an adverse effect on us.
     We may be adversely affected by increases in interest rates.
    The costs of complying with environmental protection and health and safety laws, and any
liabilities arising thereunder, may increase and adversely affect our business, results of
operations, cash flows or financial condition.
    7




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Procuraduría
Federal de Protección al Ambiente
  Substitution trends in the glass container industry may continue to adversely affect our business.
  If we fail to maintain an effective system of internal control over financial reporting, we may not
be able to accurately report our financial results or prevent fraud.
  
    
    reinforcement of personnel knowledge base regarding technical accounting
matters;
 
    
    hiring a professional service firm to assist our accounting staff with the
implementation of superior processes and new internal controls; and
 
    
    Genesis Project implementation, including the ERP conversion, across Vitros
global operating model. See Item 3. Key InformationRecent DevelopmentsGenesis
Project and Item 15. Controls and Procedures.
   8




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We have a disagreement with our partner in our Flat Glass business unit about the merger of Vitro
Plan into Viméxico, which may affect the value of the guaranty of the 2012 Senior Notes, 2017
Senior Notes, and 2013 Senior Notes by our Flat Glass business unit.
        9




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RISK FACTORS RELATING TO ECONOMIES IN WHICH WE PARTICIPATE
 Economic developments in Mexico and the United States affect our business.
        Developments in other countries may adversely affect our business or the market price of our
securities.
  If foreign currency exchange controls and restrictions are imposed, we may not be able to service
our debt in U.S. dollars, which exposes investors to foreign currency exchange risk.
   10




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Political events in Mexico could affect Mexican economic policy and adversely affect us.
     Social Instability in Mexico could affect Mexican economic policy and adversely affect us
  Our financial statements may not give you the same information as financial statements prepared
under United States accounting principles.
   11




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Item 5. Operating and Financial Review and Prospects
 You should read this discussion in conjunction with, and this discussion is qualified in its
entirety by reference to, our consolidated financial statements and notes thereto and other
financial information included elsewhere in this annual report. Our consolidated financial
statements are prepared in accordance with Mexican FRS, which differs in certain significant
respects from U.S. GAAP. Note 24 to our consolidated financial statements for the year ended
December 31, 2007 provides a description of the principal differences between Mexican FRS and U.S.
GAAP as they relate to us. This section contains forward-looking statements that involve risks and
uncertainties. Our actual results may differ materially from those discussed in the forward-looking
statements as a result of various factors, including without limitation those set forth in Item 3.
Key InformationRisk Factors and the other matters set forth in this annual report. See
Forward-Looking Statements.
 
 
 OPERATING RESULTS
 Factors Affecting Our Results of Operations
  Trend Information
   12




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13




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Economic Developments in Mexico and the United States Affect our Business
     Inflation and Foreign Currency Exchange Rate Fluctuations
  For the Year Ended December 31,2005
    
    
    2006
    
    
    2007Nominal peso devaluation (appreciation) relative to the U.S. dollar(1)
    
    
    (4.6
    %)
    
    
    1.7
    %
    
    
    0.5
    %Mexican inflation (based on changes in INPC) (1)
    
    
    3.3
    %
    
    
    4.1
    %
    
    
    3.8
    %U.S. inflation (based on changes in Consumer Price Index)(2)
    
    
    3.5
    %
    
    
    2.5
    %
    
    
    4.1
    %Inflation differential (Mexican vs. U.S.)(1)(2)(3)
    
    
    (0.2
    %)
    
    
    1.6
    %
    
    
    (0.3
    %)Real peso devaluation (appreciation) relative to the U.S. dollar(4)
    
    
    (4.5
    %)
    
    
    0.1
    %
    
    
    0.8
    %Free Exchange Rate as of year end(1)
    
    Ps.
    10.6344
    
    
    Ps.
    10.8116
    
    
    Ps.
    10.8662Mexican GDP growth rate(5)
    
    
    3.0
    %
    
    
    4.7
    %
    
    
    3.3
    %Exchange rate of euro per pesos as of year end(6)
    
    Ps.
    12.5932
    
    
    Ps.
    14.2680
    
    
    Ps.
    15.9526
 
 (1)
    
    Source: Banco de México.(2)
    
    Source: U.S. Bureau of Labor Statistics.(3)
    
    Compounded.(4)
    
    Peso devaluation (appreciation) in real terms = -((Nominal peso devaluation +1) / (Inflation
differential + 1))-1.(5)
    
    Source: Instituto Nacional de Estadística, Geografía e Informática.(6)
    
    Source: Federal Reserve Bank of New YorkNoon Buying Rates as to euro-to-dollar exchange rate
and Banco de México as to dollar-to-peso exchange rate. Effects of Inflation and Foreign Currency Exchange Rate Fluctuations on Operating Margins
   14




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Effect of Inflation and Foreign Currency Exchange Rate Fluctuations on Total Comprehensive
Financing Result
   15




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Effects of Limitations on Long-term Debt Agreements
    Effects of increases in interest rates.
     16




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Results of Operations
   For the year ended December 31,2005
    
    
    2006
    
    
    2007Net sales
    
    
    100.0
    %
    
    
    100.0
    %
    
    
    100.0
    %Cost of goods sold
    
    
    72.3
    
    
    
    72.6
    
    
    
    70.6Gross profit
    
    
    27.7
    
    
    
    27.4
    
    
    
    29.4General, administrative and selling expenses
    
    
    20.8
    
    
    
    19.8
    
    
    
    19.9Operating income
    
    
    6.9
    
    
    
    7.6
    
    
    
    9.5Total comprehensive financing result
    
    
    5.6
    
    
    
    8.2
    
    
    
    5.8Net income
    
    
    0.9
    
    
    
    1.0
    
    
    
    0.5
  For the year ended December 31,2005
    
    
    2006
    
    
    2007
    
    
    2007% of
    
    
    
    
    
    
    % of
    
    
    
    
    
    
    % ofAmount
    
    
    Total
    
    
    Amount
    
    
    Total
    
    
    Amount
    
    
    Total
    
    
    Amount(Ps. millions, except for percentages)
    
    
    ($ millions)(1)Net salesGlass Containers
    
    Ps.
    12,488
    
    
    
    47
    %
    
    Ps.
    14,068
    
    
    
    51
    %
    
    Ps.
    14,676
    
    
    
    51
    %
    
    $
    1,351Flat Glass
    
    
    13,704
    
    
    
    52
    %
    
    
    13,462
    
    
    
    48
    %
    
    
    13,605
    
    
    
    48
    %
    
    
    1,252Corporate and other eliminations
    
    
    375
    
    
    
    1
    %
    
    
    346
    
    
    
    1
    %
    
    
    310
    
    
    
    1
    %
    
    
    28Consolidated net sales
    
    Ps.
    26,567
    
    
    
    100
    %
    
    Ps.
    27,876
    
    
    
    100
    %
    
    Ps.
    28,591
    
    
    
    100
    %
    
    $
    2,631(Ps. millions, except for percentages)
    
    
    ($ millions)(1)Net salesDomestic
    
    Ps.
    10,919
    
    
    
    41
    %
    
    Ps.
    11,875
    
    
    
    43
    %
    
    Ps.
    12,707
    
    
    
    44
    %
    
    $
    1,169Exports
    
    
    6,987
    
    
    
    26
    %
    
    
    6,384
    
    
    
    23
    %
    
    
    6,674
    
    
    
    23
    %
    
    
    614Foreign Subsidiaries
    
    
    8,662
    
    
    
    33
    %
    
    
    9,617
    
    
    
    34
    %
    
    
    9,210
    
    
    
    32
    %
    
    
    848Ps.
    26,567
    
    
    
    100
    %
    
    Ps.
    27,876
    
    
    
    100
    %
    
    Ps.
    28,591
    
    
    
    100
    %
    
    $
    2,631($ millions(2), except for percentages)Net salesDomestic
    
    $
    916
    
    
    
    41
    %
    
    $
    1,028
    
    
    
    43
    %
    
    $
    1,145
    
    
    
    45
    %Exports
    
    
    588
    
    
    
    27
    %
    
    
    556
    
    
    
    23
    %
    
    
    601
    
    
    
    23
    %Foreign Subsidiaries
    
    
    708
    
    
    
    32
    %
    
    
    817
    
    
    
    34
    %
    
    
    814
    
    
    
    32
    %$
    2,212
    
    
    
    100
    %
    
    $
    2,401
    
    
    
    100
    %
    
    $
    2,560
    
    
    
    100
    %($ millions(2), except for percentages)Export salesGlass Containers
    
    $
    290
    
    
    
    49
    %
    
    $
    344
    
    
    
    62
    %
    
    $
    364
    
    
    
    61
    %Flat Glass
    
    
    298
    
    
    
    51
    %
    
    
    212
    
    
    
    38
    %
    
    
    237
    
    
    
    39
    %Consolidated export sales
    
    $
    588
    
    
    
    100
    %
    
    $
    556
    
    
    
    100
    %
    
    $
    601
    
    
    
    100
    %(Ps. millions, except for percentages)
    
    
    ($ millions)(1)Operating income (loss)Glass Containers
    
    Ps.
    1,327
    
    
    
    72
    %
    
    Ps.
    1,853
    
    
    
    87
    %
    
    Ps.
    2,054
    
    
    
    76
    %
    
    $
    189Flat Glass
    
    
    514
    
    
    
    28
    %
    
    
    418
    
    
    
    20
    %
    
    
    782
    
    
    
    29
    %
    
    
    72Corporate and other eliminations
    
    
    (2
    )
    
    
    0
    %
    
    
    (154
    )
    
    
    (7
    )%
    
    
    (132
    )
    
    

    (5
    )%
    
    
    (12
    )Consolidated operating income
    
    Ps.
    1,839
    
    
    
    100
    %
    
    Ps.
    2,117
    
    
    
    100
    %
    
    Ps.
    2,704
    
    
    
    100
    %
    
    $
    249
 
 (1)
    
    These amounts have been translated into U.S. dollars, solely for the convenience of
the reader, at the rate of 10.8662 pesos per one U.S. dollar, the Free Exchange Rate on
December 31, 2007.(2)
    
    Dollar figures reported herein are in nominal dollars resulting from dividing each
months nominal pesos by that months ending exchange rate published by Banco de México.  17




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Year Ended December 31, 2007 Compared to Year Ended December 31, 2006
 Net Sales
   Glass Containers Business Unit
   Flat Glass Business Unit
    Operating Income
   18




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Glass Containers Business Unit
  Flat Glass Business Unit
  Total Comprehensive Financing Result
  Other Expenses (Income), Net
  Income and Asset Taxes
  Net Income
   19




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Year Ended December 31, 2006 Compared to Year Ended December 31, 2005
 Net Sales
   Glass Containers Business Unit
   Flat Glass Business Unit
    Operating Income
  Glass Containers Business Unit
   20




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Flat Glass Business Unit
  Total Comprehensive Financing Result
  Other (Income) Expenses, Net
  Income Tax and Tax on Assets
  Net Income
   21




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Item 11. Quantitative and Qualitative Disclosures About Market Risk
 Quantitative and Qualitative Disclosures About Market Risk
      
    
    Risk tolerance
 
    
    Market risks to which we are exposed
 
    
    Types of DFIs to use
 
    
    Time frames for the strategy
 
    
    Circumstances in which we must change our hedging strategy
 
    
    Operating budgets and projections
 Analysis of future impacts of identified risks on derivative financial instruments
    22




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Debt Subject to Market Risk
  FairExpected Maturity Date
    
    2008
    
    
    2009
    
    
    2010
    
    
    2011
    
    
    2012
    
    
    Thereafter
    
    
    Total
    
    
    Value(million, except for percentages)Fixed-Rate Debt:Dollar-denominated(1)
    
    Ps.
    332
    
    
    Ps.
    7
    
    
    Ps.
    7
    
    
    Ps.
    8
    
    
    Ps.
    3,231
    
    
    Ps.
    9,981
    
    
    Ps.
    13,566
    
    
    Ps.
    12,944Weighted-average coupon
    
    
    10.20
    %Floating-Rate Debt:Dollar-denominated(1)
    
    Ps.
    249
    
    
    Ps.
    117
    
    
    Ps.
    63
    
    
    Ps.
    64
    
    
    Ps.
    64
    
    
    Ps.
    235
    
    
    Ps.
    792
    
    
    Ps.
    792Weighted-average
interest rate
    
    LIBOR plus 1.66%Euro-denominated(2)
    
    Ps.
    230
    
    
    Ps.
    11
    
    
    Ps.
    10
    
    
    Ps.
    9
    
    
    Ps.
    6
    
    
    Ps.
    11
    
    
    Ps.
    278
    
    
    Ps.
    278Weighted-average
interest rate
    
    Euribor plus 1.02%Peso-denominated
    
    Ps.
    131
    
    
    Ps.
    150
    
    
    Ps.
    
    
    
    Ps.
    
    
    
    Ps.
    
    
    
    Ps.
    
    
    
    Ps.
    282
    
    
    Ps.
    282Weighted-average
interest rate
    
    CETES plus 3.25%
 
 (1)
    
    The principal amount of our dollar-denominated debt was translated to pesos at
Ps.10.8662 per U.S. dollar, the Free Exchange Rate as of December 31, 2007.(2)
    
    The principal amount of our euro-denominated debt was translated at Ps. 15.9526 per
euro, the exchange rate as of December 31, 2007.  23




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Interest Rate Risk
  Notional
    
    
    Company
    
    
    CompanyAmount
    
    
    pays interest
    
    
    receives interest
    
    
    
    
    Fair ValueDerivative financial instruments
    
    (million)
    
    
    rate (in pesos)
    
    
    rate (in US$)
    
    
    Period
    
    AssetInterest rate optionsCross currency swaps
    
    US$
    150
    
    
    TIIE + 1.08%
    
    
    8.63
    %
    
    February 2007 to February 2012
    
    Ps.
    23Cross currency swaps
    
    US$
    350
    
    
    TIIE + 1.62%
    
    
    9.13
    %
    
    February 2007 to February 2012
    
    
    58Cross currency swaps
    
    US$
    350
    
    
    TIIE + 1.60%
    
    
    9.13
    %
    
    February 2007 to February 2012
    
    
    61Cross currency swaps
    
    US$
    150
    
    
    TIIE + 1.06%
    
    
    8.63
    %
    
    February 2007 to February 2012
    
    
    24Interest rate swaps
    
    Ps.
    3,294
    
    
    
    8.10
    %
    
    TIIE (in pesos)
        
    February 2007 to February 2012
    
    
    28Total
interest rate options
(1)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Ps.
    194
 (1)
    
    The derivative asset related to the Companys interest rate options includes payments made
by the Company of Ps. 349 million, which resulted in a net loss of Ps. 155 million, and is
presented in total comprehensive financing result.  Foreign Currency Exchange Rate Risk
  NotionalAmount
    
    
    
    
    Fair ValueDerivative financial instruments
    
    (million)
    
    
    Period
    
    AssetForeign exchange optionsExotic instruments
    
    US$
    266
    
    
    January to April 2008
    
    Ps.
    2
 Natural Gas Price Risk
     24




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Notional
    
    
    
    
    
    
    Fair ValueDerivative financial
    
    Amount
    
    
    
    
    
    
    Assetinstruments
    
    (MMBTUs)
    
    
    Period
    
    Contract Terms
    
    (Liability)Natural gas contractsCapped swap(2)
    
    
    8,040,000
    
    
    January to December 2008
    
    at $7.78 (Long Put at 7.03
Short Call at 8.20)
    
    Ps.
    (556
    )Swaps
    
    
    1,640,000
    
    
    January to December 2008
    
    at 7.28
    
    
    6Options
    
    
    4,800,000
    
    
    January to December 2008
    
    at 6.25
    
    
    10Exotic
    
    
    3,600,000
    
    
    January to December 2008
    
    Short Call 10.50 Long Call
8.50 / Short Put 6.89 Long
Call 6.89 / Short Put 8.50Exotic
    
    
    1,800,000
    
    
    January to December 2008
    
    8.65 [Knock Out at 5.50]
    
    
    (10
    )Exotic
    
    
    1,200,000
    
    
    January to December 2008
    
    7.07 [Knock Out at 10.50]Exotic
    
    
    960,000
    
    
    January to December 2008
    
    7.75 [Cap at 9.50 Trig 6.26]Exotic
    
    
    840,000
    
    
    January to December 2008
    
    7.75 [Cap at 9.50 Trig 6.10]Total natural gas contracts
    
    
    
    
    
    
    
    
    
    Ps.
    (550
    )
 (2)
    
    In December 2007, the Company entered into a natural gas capped swap and executed an
option to receive a prepayment from the counterparty for Ps. 534 million, which will be
repaid throughout 2008. The net loss from the transaction was Ps. 22 million, which is
recorded in total comprehensive financing result. In January 2008, the Company entered
into a contrary position to that of the natural gas capped swap it acquired in 2007,
offsetting the market risks from such instrument.  25




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SIGNATURES
   VITRO, S.A.B. DE C.V.,By:
    /s/ Hugo Alejandro Lara GarcíaName:
    Hugo Alejandro Lara GarcíaTitle:
    Chief Executive OfficerBy:
    /s/ Claudio Luis Del Valle CabelloName:
    Claudio Luis Del Valle CabelloTitle:
    Chief Financial and Administrative OfficerVIMÉXICO, S.A. DE C.V.,By:
    /s/ Claudio Luis Del Valle CabelloName:
    Claudio Luis Del Valle CabelloTitle:
    Chief Financial and Administrative Officer




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EXHIBIT INDEX
 Exhibit No.
    
    Description12.1
    
    

Certification
of the Chief Executive Officer of Vitro, S.A.B. de C.V. pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002.12.2
    
    

Certification
of the Chief Financial and Administrative Officer of Vitro,
S.A.B. de C.V. pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.13.1
    
    

Certification
of the Chief Executive officer and Chief Financial and Administrative
Officer of Vitro, S.A.B. de C.V. pursuant to 18 U.S.C.
§ 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.