EXHIBIT
      2.16






EXECUTION
      COPY






**SUPPLEMENTAL
      INDENTURE NO. 1**




SUPPLEMENTAL
      INDENTURE No. 1, dated as of February 7, 2005, by and between Vitro Envases
      Norteamérica, S.A. de C.V., a corporation organized under the laws of Mexico
      (the “ Company ”),
      the
      Note Guarantors party thereto (the “ Note
      Guarantors ”)
      and The
      Bank
      of New York, as trustee (the “ Trustee ”).




**W I T N E S S E T H:**




**WHEREAS** ,
      the
      Company and the Trustee previously have entered into an indenture, dated as
      of
      July 23, 2004 (the “ Original
      Indenture ”,
      and as
      supplemented by this Supplemental Indenture No. 1 and any further amendments
      or
      supplements thereto, the “ Indenture ”),
      providing for the issuance of 10.75% Senior Secured Guaranteed Notes Due
      2011;




**WHEREAS** ,
      the
      Indenture provides for, among other things, that, subsequent to the execution
      of
      the Original Indenture, the Company and the Trustee may without the consent
      of
      holders of the outstanding 10.75% Senior Secured Guaranteed Notes Due 2011
      enter
      into one or more indentures supplemental to the Original Indenture to provide
      for the issuance of Additional Notes in accordance with Section 2.13
      thereof;




**WHEREAS** ,
      the
      Board of Directors of the Company has authorized the issuance of $80,000,000
      aggregate principal amount of Additional Notes;




**WHEREAS** ,
      the
      Company has requested that the Trustee join in the execution of this
      Supplemental Indenture No. 1; and




**WHEREAS** ,
      all
      things necessary to make this Supplemental Indenture No. 1 a valid agreement
      of
      the parties and a valid supplement to the Indenture have been done.




**NOW,
      THEREFORE,** for and
      in consideration of the premises and the mutual covenants contained herein
      and
      in the Indenture and for other good and valuable consideration, the receipt
      and
      sufficiency of which are herein acknowledged, the Company, the Note Guarantors
      and the Trustee hereby agree, for the equal and ratable benefit of all Holders,
      as follows:





**ARTICLE
      ONE**





DEFINITIONS





Section
      1.01  Defined
      Terms. All
      capitalized terms used but not defined herein shall have the meanings ascribed
      to such terms in the Indenture, as supplemented and amended




1


hereby.
      All definitions in the Original Indenture shall be read in a manner consistent
      with the terms of this Supplemental Indenture No. 1.




**ARTICLE
      TWO**





ADDITIONAL
      NOTES





Section
      2.01  The
      Additional Notes .
      Pursuant to Section 2.13 of the Original Indenture, the Company hereby creates
      and issues $80,000,000 aggregate principal amount of its 10.75% Senior Secured
      Guaranteed Notes Due 2011 (the “ Additional
      Notes ”).
      These
      Additional Notes will be consolidated to form a single series, and be fully
      fungible, with the Company’s outstanding 10.75% Senior Secured Guaranteed Notes
      Due 2011 issued on July 23, 2004, to which the Additional Notes are
      identical in all terms and conditions except issue date. Interest on the
      Additional Notes shall accrue from January 23, 2005. All Additional
      Notes
      issued under the Indenture will, when issued, be considered Notes for all
      purposes thereunder and will be subject to and take the benefit of all of the
      terms, conditions and provisions of the Indenture.




Section
      2.02  Execution
      and Authentication of the Additional Notes .
      The
      Trustee shall, pursuant to an Authentication Order, authenticate the Additional
      Notes.




**ARTICLE
      THREE**





MISCELLANEOUS





Section
      3.01  Effect
      of This Supplemental Indenture No. 1 . ** This
      Supplemental Indenture No. 1 supplements the Original Indenture and shall be
      a
      part, and subject to all the terms, thereof. The Original Indenture, as
      supplemented and amended by this Supplemental Indenture No. 1, is in all
      respects ratified and confirmed, and the Original Indenture and this
      Supplemental Indenture No. 1 shall be read, taken and construed as one and
      the
      same instrument. All provisions included in this Supplemental Indenture No.
      1
      supersede any conflicting provisions included in the Original Indenture, unless
      not permitted by law.




Section  3.02  Governing
      Law. This
      Supplemental Indenture No. 1 shall be governed by, and construed in accordance
      with, the laws of the State of New York.




Section
      3.03  Effect
      of Headings *.* The
      section headings herein are for convenience only and shall not affect the
      construction of this Supplemental Indenture No. 1.




Section
      3.04  Counterparts *.* The
      parties may sign any number of copies of this Supplemental Indenture No. 1.
      Each
      signed copy shall be an original, but all of them shall represent the same
      agreement.




[SIGNATURE
      PAGE TO FOLLOW IMMEDIATELY]




2


**SIGNATURES**




Dated
      as
      of February 7, 2005





VITRO
      ENVASES NORTEAMÉRICA, S.A. DE C.V.





By_________________________________


Name:


Title:
      Authorized Signatory





By_________________________________


Name:


Title:
      Authorized Signatory





INDUSTRIA
      DEL ÁLCALI, S.A. DE C.V.





By_________________________________


Name:


Title:
      Authorized Signatory





By_________________________________


Name:


Title:
      Authorized Signatory





COMPAÑÍA
      VIDRIERA, S.A. DE C.V.





By_________________________________


Name:


Title:
      Authorized Signatory





By_________________________________


Name:


Title:
      Authorized Signatory





FABRICACIÓN
      DE MÁQUINAS, S.A. DE C.V.





By_________________________________


Name:


Title:
      Authorized Signatory





By_________________________________


Name:


Title:
      Authorized Signatory





3


PROCESADORA
      DE MATERIAS PRIMAS INDUSTRIALIZABLES, S.A. DE C.V.





By_________________________________


Name:


Title:
      Authorized Signatory





By_________________________________


Name:


Title:
      Authorized Signatory





VIDRIERA
      MONTERREY, S.A. DE C.V.





By_________________________________


Name:


Title:
      Authorized Signatory





By_________________________________


Name:


Title:
      Authorized Signatory





VIDRIERA
      GUADALAJARA, S.A. DE C.V.





By_________________________________


Name:


Title:
      Authorized Signatory





By_________________________________


Name:


Title:
      Authorized Signatory





VIDRIERA
      QUERÉTARO, S.A. DE C.V.





By_________________________________


Name:


Title:
      Authorized Signatory





By_________________________________


Name:


Title:
      Authorized Signatory





4


VIDRIERA
      TOLUCA, S.A. DE C.V.





By_________________________________


Name:


Title:
      Authorized Signatory





By_________________________________


Name:


Title:
      Authorized Signatory





VIDRIERA
      LOS REYES, S.A. DE C.V.





By_________________________________


Name:


Title:
      Authorized Signatory





By_________________________________


Name:


Title:
      Authorized Signatory





VITRO
      PACKAGING, INC.





By_________________________________


Name:


Title:
      Authorized Signatory





By_________________________________


Name:


Title:
      Authorized Signatory




5






THE
      BANK OF NEW YORK




By__________________________________


Name:


Title:






6