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                             EX-1.A
                             Bylaws

                                                                              


                          GRUPO IUSACELL, S.A. DE C.V.

                                    CHAPTER I
                        NAME, PURPOSE, DURATION, DOMICILE
                                 AND NATIONALITY

ARTICLE FIRST. The corporation is named "Grupo Iusacell." This name shall be
followed by the words "Sociedad Anonima de Capital Variable" ("Variable Capital
Stock Company") or the abbreviation thereof, "S.A. de C.V."

ARTICLE SECOND. The purpose of the corporation is:

1. Promotion and industrial and commercial development of companies, both
domestic and foreign;

2. To promote, create, establish, organize, develop, exploit, manage and
represent all kinds of commercial or civil corporations and associations of
other types, including acquiring or subscribing shares and corporate interests
in said enterprises and to acquire its own shares pursuant to the Securities
Market Law ("Ley del Mercado de Valores");

3. Acquisition, negotiation, custody and alienation of any instrument, shares,
bonds, debentures, and generally, credit instruments, securities and corporate
interests in commercial or civil companies or associations of any kind, both
domestic and foreign;

4. To obtain and/or extend loans for the companies in which it participates in
the capital stock and to guarantee them through bonds, surety, mortgages,
chattel mortgages, joint obligations, trusts or any other guaranty.

5. To obtain, under any legal title, all kinds of loans, credits, financing, and
all the other resources necessary for achievement of the corporate purposes,
including but not limited to, bond issues, mortgage guaranty bonds, mortgage or
non-preferential obligations, and commercial paper with participation from the
institutions or authorities that applicable law indicates, as well as to grant,
under any legal title, all kinds of loans, credits, financing and all other
resources necessary, with or without specific surety, in relation to the
corporations or associations in which it owns stock or in which it participates;

6. To issue, draw, endorse, accept, guarantee, discount, subscribe, acquire,
assign, alienate, and generally, negotiate all kinds of credit instruments and
personal securities, including but not limited to, shares, bonds, corporate
interests or 

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participation in other companies or businesses;

7. To obtain, acquire, register, negotiate, and grant use and enjoyment of all
kinds of patents, trademarks, and trade names, franchises, inventions,
processes, options, and copyrights; to produce and use works susceptible of
protection by copyright and related rights, as well as to acquire ownership of
rights thereon and undertake any legal act in respect thereto, both in Mexico
and abroad;

8. To provide all kinds of services or consulting of a technical,
administrative, supervisory, organizational, marketing, research, development,
engineering, human resources, legal, public relations character, and generally,
of any kind of services related to the industrial, commercial or service
activities of companies, corporations, and associations, whether in Mexico or
abroad, and to receive such services;

9. To acquire, possess, import, export, alienate, build, lease, buy, sell,
encumber, mortgage, negotiate, take and grant use and enjoyment under any title
allowed by law of personal or real property, as well as real rights thereon and
personal rights which may be necessary or convenient for its corporate purpose
or for the operations of the commercial or civil companies in which the
corporation has an interest or participation;

10. Undertake any kind of acts and execute all kinds of contracts, agreements,
and operations, whether civil or commercial, and realization of all acts
necessary for development of its corporate purpose; and

11. Do and practice all the other acts of commerce in which a Mexican commercial
company may legally engage pursuant to the law.

ARTICLE THIRD. The duration of the corporation is indefinite.

ARTICLE FOURTH. The domicile of the corporation is Mexico City, Federal
District, but the company may establish branches, agencies or offices and
designate contractual domiciles in any other place in Mexico or abroad without
it being deemed to have changed said corporate domicile.

ARTICLE FIFTH. The corporation is Mexican and shall be governed by the
applicable laws of the United Mexican States. Current or future foreign
shareholders of the corporation shall be deemed to have agreed with the Ministry
of Foreign Relations to consider themselves as Mexican nationals with respect to
the shares of the corporation that they may acquire or of which they may be
owners, and not to invoke therefore the protection of their governments with
respect to such shares under penalty, should they do so, of losing to the
benefit of the Nation the shares that they may have acquired.

                                   CHAPTER II
                            CAPITAL STOCK AND SHARES

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ARTICLE SIXTH. ARTICLE SIXTH. The capital stock is variable and shall be
represented by registered shares without expression of par value.

The fixed corporate capital without right of retirement is $3,082,640,073.74
(Three Billion Eighty-two Million Six Hundred Forty Thousand Seventy-three
74/100) pesos, Mexican currency, and is divided into 1,081,879,369 shares fully
subscribed and paid of which 746,753,410 are Series "A" shares, 5,562,450 are
Series "B" shares, 186,904,725 are Series "D" shares and 142,658,784 are Series
"L" shares. The variable portion of the capital may not exceed ten times the
fixed capital.

Common shares of the capital stock with full rights are divided into the
following Series:

1. Series A, composed of shares that shall represent at least 51% of the
ordinary capital stock and which may be acquired by Mexican and foreign
investors;

2. Series B, composed of shares that shall not exceed 29.1%% of the ordinary
capital stock which may be acquired by Mexican and foreign investors; and

3. Series D, composed of shares that shall not exceed 19.9% of the ordinary
capital stock, which may be acquired by Mexican and foreign investors.

The corporation may also issue Series L shares, with limited voting rights,
which shall not exceed 19% of the capital stock, considered neutral investment
for purposes of determining the amount and proportion of participation of
foreign investment in the capital of the corporation, provided the shares are
quoted on the Securities Exchange pursuant to applicable law.

The Shareholders Meeting that resolves the increase in the capital shall
establish the characteristics of the shares issued for such purpose, being able
to establish sub-series within each series.

The companies in which the corporation holds majority ownership of shares or
corporate interests may not directly or indirectly invest in its shares, nor in
any other company that may be a majority shareholder of the corporation or,
without so being, they have knowledge that it is a shareholder therein.

ARTICLE SEVENTH. Shares are indivisible and, except for the limitations provided
in these corporate by-laws, they shall confer on their holders the same rights
and obligations. With the same exception, each share shall give the right to one
vote in the Shareholders Meetings.

Each Series L share shall give the right to one vote in Extraordinary
Shareholders Meetings that meet to address the following items:

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(i) Transformation of the corporation from one type of corporation to another;

(ii) Merger of the corporation when it is merged, or if the surviving company,
the merged company has a corporate purpose that is unrelated or unconnected to
that of the surviving company;

(iii) Cancellation of the registration of the Series L shares of the corporation
on the Bolsa Mexicana de Valores, S.A. de C.V., or on any other Mexican or
foreign Stock Exchange; and

(iv) In Special Shareholders Meeting, the right to name Directors.

Outstanding stock has the right to participate equally in the payment of
dividends or other distribution including that done as consequence of the
liquidation of the corporation.

Provisional and definitive stock certificates on the shares may represent one or
more shares and shall be signed by two members of the Board of Directors, whose
signatures may be printed in facsimile pursuant to Article 125 (VIII) of the
General Law of Commercial Companies ("Ley General de Sociedades Mercantiles").
Said certificates must satisfy all of the requirements established by said
article. In the case of definitive certificates, these must carry the
nominative, numbered coupons attached which are agreed by the Board of Directors
to represent dividend payments; further, they shall contain the stipulation to
which Article Fifth of these bylaws refers.

In the case of loss, destruction or theft of stock certificates, the owner may
request their replacement subject to the provisions of the General Law of Credit
Instruments and Transactions ("Ley General de Titulos y Operaciones de
Credito"). The costs arising from same shall be for the account of the person
making the request.

ARTICLE EIGHTH. For purposes of Article 128 of the General Law of Commercial
Companies ("Ley General de Sociedades Mercantiles"), the corporation shall keep
a Stock Register in which all operations for subscription, acquisition or
transfer to which the shares representing the capital stock are subject must be
recorded, with expression of the subscriber, acquirer, or prior owner and that
of the new shareholder.

By resolution of the General Extraordinary Shareholders Meeting, the corporation
may acquire the shares representing its capital for their amortization against
distributable profits. The acquisition shall be done pursuant to Article 136 of
the General Law of Commercial Companies ("Ley General de Sociedades
Mercantiles") in accordance with the terms and conditions decided by the
Shareholders Meeting that resolves on the matter.

The certificates of amortized shares shall be annulled. Once the total number of
amortized shares is known, the Board may record in the text of Article Sixth of
these corporate bylaws the new number of shares in which the fixed portion of
the capital 

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stock without right of retirement is divided, through a document which shall be
notarized and recorded in the Public Registry of Commerce, together with the
minutes of the Shareholders Meeting that resolved the amortization, without need
of a new resolution by the Shareholders Meeting.

The corporation may acquire shares representing its capital stock through the
stock exchanges in which they are listed, pursuant to Article 14 Bis (I) of the
Securities Market Law ("Ley del Mercado de Valores") and the general provisions
issued for such purpose by the National Banking and Securities Commission, at
the price current in the market, without the prohibition established in the
first paragraph of Article 134 of the General Law of Commercial Companies ("Ley
General de Sociedades Mercantiles") being applicable, provided that the purchase
shall be made with a charge against the capital and, as applicable, a reserve
from net profit called "Reserve for Acquisition of Own Shares".

The Board of Directors has the authority, which may not be delegated, to pass
resolutions on the temporary acquisition of shares in the corporation, as well
as the later placement with the investing public.

The General Ordinary Shareholders Meeting shall determine the amount of capital
that may be applied to the purchase of the corporation's shares, and the amount
of the corresponding reserve which may be created by said Shareholders Meeting,
with the sole limitation that the sum of the resources that can be used for this
purpose may not exceed the total balance of net profit for the corporation.

The corporation's purchase of its own shares shall be done by affecting the
capital account by an amount equal to the par value of the shares acquired. Said
value shall be determined through division of the amount of the paid capital by
the number of shares released by the corporation. The surplus shall be charged
against the Reserve for Acquisition of Own Shares. If the purchase price of the
shares is less than the par value, determined as indicated above, the capital
account will be affected only by the amount equal to the par value of the shares
acquired.

As a consequence of the purchase of its shares, the corporation shall proceed to
reduce its capital on the same date as the acquisition and, as applicable, shall
simultaneously affect the Reserve for Acquisition of Own Shares.

The shares acquired by the corporation shall be converted into treasury stock
and may be placed with the investing public and, in this case, the capital shall
be increased by the amount equal to the par values of the shares multiplied by
the total number of treasury shares placed with the investing public, and the
surplus of the proceeds from the placement, if any, shall be used to
reconstitute the Reserve for Acquisition of Own Shares. The earnings generated
by the difference between the proceeds from the placement and the purchase
price, as applicable, shall be recorded in the account titled "Premium for
Subscription of Shares".

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The reductions and increases of capital derived from purchase and placement of
shares to which this Clause refers shall not require resolution by the
Shareholders Meeting nor resolution by the Board of Directors.

In no case may the transactions conducted by the corporation by reason of
temporary acquisitions of its own shares, result in an excess on the maximum
authorized percentage of restricted vote shares of the corporation, with respect
to said shares.

Transactions on purchase and placement of shares provided for in this Clause,
reports on same that must be submitted to the General Ordinary Shareholders
Meeting, the standards for disclosure of the financial information, as well as
the form and terms by which said transactions shall be notified to the National
Banking and Securities Commission, the Bolsa de Valores, and the investing
public, shall be subject to the general provisions issued by the National
Banking and Securities Commission.

ARTICLE NINTH. The minimum fixed capital of the corporation may only be
increased by resolution of the General Extraordinary Shareholders Meeting.

Increases to the variable portion of the capital may be done by resolution of
the General Ordinary Shareholders Meeting, with no formality other than that the
corresponding minutes by protocolled by a Notary Public, without need of
recorded it with the Public Registry of Commerce.

Increases to the capital based on offer of the shares to which Article 14 Bis
(I) of the Securities Market Law ("Ley del Mercado de Valores") refers shall not
require a resolution by the Shareholders Meeting or by the Board.

No increase whatsoever may be decreed before the shares previously issued are
wholly paid.

Upon adopting a resolution on a capital increase, the respective Shareholders
Meeting or any Shareholders Meeting thereafter shall establish the terms and
bases on which said increase must be carried out.

Capital increases may be done through capitalization of accounting capital
accounts, pursuant to Article 116 of the General Law of Commercial Companies
("Ley General de Sociedades Mercantiles") or through contribution in cash or in
kind.

In capital increases through capitalization of accounting capital accounts, all
shares shall have the right to the proportional part that corresponds to them
from said accounts according to their participation in the stock.

Unless the Shareholders Meeting resolves otherwise, in capital increases, Series
A, B, and D shares must be issued in proportion to those issued for each Series
pursuant to Article Sixth of these bylaws. When the Shareholders Meeting
resolves an increase to issue Series L shares payable through contribution, the
maximum percentage for 

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the shares of said Series established in said Article Sixth may not be exceeded.

In capital increases payable through cash or kind contribution, the shareholders
of one Series shall have a preferential right to subscribe the new shares that
are issued for the same Series, in proportion to the number of shares of which
they be holders at the time of the increase.



Shareholders must exercise their preferential rights within the period and under
the conditions established for such purpose by the Shareholders Meeting that
decides the capital increase, on the understanding that the period in no case
will be for less than 15 days and greater than 30 days, and that the same shall
be computed from the date of publication of the corresponding notice in the
Federal Diario Oficial or from the date when the respective Shareholders Meeting
is held if all of the shares into which the capital stock is divided are
represented thereat.

If after expiration of the period during which the shareholders must exercise
the preferential right there are some shares still unsubscribed, they may be
offered by the Board of Directors for subscription and payment to the
individuals or corporate persons that the said Board determines pursuant to the
guidelines that the Shareholders Meeting resolves, provided it be on terms and
conditions that are not more favorable than those under which they were offered
to the corporate shareholders. When the increase is to the variable portion of
the capital stock, and provided the Shareholders Meeting so resolves, the shares
that are not subscribed may be retained in the corporate Treasury for later
placement in the form and on the terms that the same Shareholders Meeting, or
upon its delegation, the Board of Directors, may determine.

Any capital increase must be recorded in the Capital Variations Book which the
corporation shall keep for such purpose.

ARTICLE TENTH. The fixed minimum capital of the corporation may be decreased
only by resolution of the General Extraordinary Shareholders Meeting.

Decreases to the variable portion of the capital may be done by resolution of
the Ordinary Shareholders Meeting with the sole formality that the corresponding
minutes be protocolled by a notary public and without need that they be recorded
in the Public Registry of Commerce.

No resolution by the Shareholders Meeting is required for decreases based on
exercise of the right of retirement and of the purchase of shares done pursuant
to Article 14 Bis (I) of the Securities Market Law ("Ley del Mercado de
Valores").

Capital decreases may be done to absorb losses, make reimbursements to
shareholders, or release them from payments not made, as well as in the
circumstances provided for in Article 14 Bis of the Securities Market Law ("Ley
del Mercado de Valores") and other provisions on the matter.

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The capital reduction caused by losses or reimbursements, in the latter case
except when a reimbursement due to retirement is at issue, shall be done
proportionally with respect to all outstanding shares.

The procedure for exercise of the right of retirement, in addition to observance
of Articles 220 and 221 of the General Law of Commercial Companies ("Ley General
de Sociedades Mercantiles"), is subject to the corresponding reimbursement being
done at the lowest value of the two following: 95% of the value listed on the
Exchange, obtained from the average of operations done during the 30 days during
which the corporation's shares have been quoted prior to the date on which the
retirement becomes effective, or the accounting value of the shares in
accordance with the statement of financial position corresponding at the close
of the fiscal year during which the operation becomes effective, previously
approved by the General Ordinary Shareholders Meeting. The reimbursement shall
be due and payable by the corporation as of the day after the General Ordinary
Shareholders Meeting which approves the statement of financial position
corresponding to the fiscal year when the retirement takes effect.

All capital decreases shall be recorded in the Capital Variations Book kept for
such purpose by the corporation.

                                   CHAPTER III
                                 ADMINISTRATION

ARTICLE ELEVENTH. The administration of the corporation shall be the
responsibility of a Board of Directors composed of 21 members and their
respective alternates as decided by the Shareholders Meeting. Unless the
Shareholders Meeting resolves otherwise, the alternate Directors may only
substitute their respective Directors.

The Directors shall hold office for one year and may be reelected; but in any
event they shall perform their duties until the persons appointed to replace
them have taken office.

Of the directors, 10 shall be appointed by the vote of Series A shareholders in
a Special Shareholders Meeting and shall be acknowledged as Series A Directors;
9 shall be appointed by the vote of Series B shareholders in a Special
Shareholders Meeting and shall be acknowledged as Series B Directors; 1 by the
vote of Series D shareholders in a Special Shareholders Meeting and shall be
acknowledged as the Series D Director. By majority vote, the shareholders of
Series L shares shall have the right to appoint in a Special Shareholders
Meeting 1 Director who shall be acknowledged as Series L Director.

Any shareholder or group of shareholders who holds 10% of the capital stock
shall have the right to appoint one Director and his(her) respective alternate,
as applicable.

Directors elected by minority shareholders shall not be additional to those
referred to 

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in the first paragraph of this Article Eleven.

Directors shall guarantee performance of their offices in accordance with the
resolution by the Shareholders Meeting which elects them.

ARTICLE TWELFTH. The persons appointed by the collective majority vote of both
the Series A Directors and the Series B Directors of the Board of Directors
shall act as Chairman and Vice-Chairman of the Board of Directors, or in the
absence of such designation, the persons appointed by the collective majority
vote of both the Series A and Series B shares in the Shareholders Meeting, shall
act in such capacity. In the absence of the Chairman, the Vice-Chairman shall
act as Chairman. In the absence of both, the Directors named by the collective
majority vote of both the Series A directors and Series B Directors shall act as
Chairman and Vice-Chairman.

The Board of Directors, or failing such Board, the Shareholders Meeting, may
also appoint its Secretary and an alternate therefor, who need not be Directors.
It may also appoint the persons who will hold the other offices that may be
created for better performance of their duties.

The copies or records of minutes of the Board and Shareholders Meetings, as well
as entries in the corporate registers and books which are not accounting records
shall be authorized by the Secretary or the alternate Secretary.

The Chairman, Vice-Chairman, the Secretary or the alternate Secretary, are
empowered to effect the protocolling of Board Meeting minutes or Shareholders
Meetings minutes, grant and ratify powers of attorney within their respective
authorities conferred by the Shareholders Meeting or the Board, and, as
applicable, process their registration with the Public Registry of Commerce, as
well as to undertake the other actions that may be necessary or convenient for
formalization of such minutes and for the resolutions adopted and recorded
therein to have full effect.

ARTICLE THIRTEENTH. The Board of Directors shall have the legal representation
of the corporation and, except for the matters that the law or these bylaws
reserve exclusively to the Shareholders Meeting, it shall be invested with the
following powers of attorney:

1. General power of attorney for lawsuits and collections, for acts of
administration, including labor administration, and for acts of dominion, with
all general authorities and the specific authorities that require a specific
clause pursuant to the law, in accordance with Articles 2554, paragraphs first,
second and third, and 2587 of the Civil Code for the Federal District and their
corollaries in the Civil Codes for the States of the Mexican Republic, as well
as for purposes of Articles 11, 46, 47, 134(III), 523, 692 (I), (II), and (III),
687, 876, 878, 883, and 884 of the Federal Labor Law. Therefore, it shall
represent the corporation before all kinds of administrative and judicial
authorities, federal, state, and municipal, before all kinds of conciliation and
conciliation and arbitration boards and other labor authorities, and before
arbiters 

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and arbitrators. The foregoing powers of attorney include expressly but are not
limited to filing all kinds of suits and appeals, including constitutional
relief proceedings [amparo], and to withdraw therefrom; to compromise, assume
commitments in arbitration, prepare and respond to depositions, assign property,
file objections and receive payments; to discuss, execute, and revise collective
labor contracts; to represent the corporation before the labor authorities on
labor matters in which the corporation is a party or interested third party,
both at the initial hearing and in any of the phases of the labor law process;
to file criminal complaints and accusations, grant pardon, and assist the public
prosecutor.

2. To subscribe and in any form negotiate credit instruments pursuant to Article
Ninth of the General Law of Credit Instruments and Transactions.

3. To open and cancel bank accounts in the name of the corporation, as well as
to make deposits and draw against them and appoint the persons which draw
against same.

4. To appoint and remove attorneys-in-fact, officers, agents, and employees of
the corporation, and to determine their attributions, guaranties, and
remunerations.

5. To call General Ordinary and Extraordinary Shareholders Meetings, and to
execute their resolutions.

6. To confer general or specific powers of attorney, reserving at all times
exercise thereof, as well as to revoke the powers of attorney conferred.

7. To determine the manner in which the votes corresponding to shares owned by
the corporation should be cast at General Extraordinary and Ordinary
Shareholders Meetings of the corporations in which it owns the majority of the
shares.

8. To appoint the persons who carry out the acquisition of shares of the
corporation and their placement thereafter.

The Board may delegate its authorities to any of the Directors, to the Chairman,
the Vice-Chairman, the Chief Executive Officer or to any of the Officers, or to
attorneys-in-fact or delegates appointed for such purpose, in order that they be
exercised in the business and on the terms and conditions indicated by the
Board, and generally, to undertake the acts and operations that are necessary or
convenient for the purpose of the corporation, with the exception of those
expressly reserved by law or these bylaws to the Shareholders Meeting.

If the shares issued by the corporation are quoted on the Bolsa de Valores, the
Board of Directors shall require prior approval of the General Extraordinary
Shareholders Meeting for: (a) approval of acquisition or sale of the shares
issued by other corporations, provided that the purchase value or, as
applicable, the sale value of the shares 

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of one of said corporations, due to one or more acquisitions, whether
simultaneous or successive, exceeds 20% of the accounting capital of the
corporation according to its last financial position statement; and (b) exercise
of the retirement right in any variable capital corporation when it represents,
due to one or several simultaneous or successive acts reimbursement of shares
whose value exceeds 20% of the accounting capital of this corporation according
to its last financial position statement.

ARTICLE FOURTEENTH. The Chairman of the Board of Directors shall preside the
meetings of said Board; he shall carry out the resolutions of the Shareholders
Meetings and of the Board without need for any specific resolution and shall
have the other authorities and obligations established by the General Law of
Commercial Companies ("Ley General de Sociedades Mercantiles") and those which
are expressly conferred on him by the Board of Directors.

ARTICLE FIFTEENTH. The Board shall meet as often as it determines or when it is
called by its Chairman, the Vice-Chairman, any two Directors, the Executive
Committee, the Secretary or the alternate Secretary of the Company.

Calls for meetings of the Board must be sent to the Directors by mail, telegram
or messenger, at least 5 days prior to the date of the meeting. For Directors
who live outside the corporate domicile, the call must be sent to them by
telegram or by telecopier with the same advance.

Meetings may be held without need of said notice if all Directors or their
respective alternates are present.

ARTICLE SIXTEENTH. In order for meetings of the Board of Directors to be
considered legally met, attendance of a majority of the members is required,
including at least one of the Series A Directors and one of the Series B
Directors. Its resolutions shall be valid when approved by a majority of the
vote of the members present, provided there is a favorable vote from one of the
Series A Directors and from one of the Series B Directors. In the event of tie,
the Chairman shall not have a decision-making vote.

Minutes of each meeting of the Board shall be recorded in the book that shall be
kept for such purpose and shall be signed by the Chairman, the Secretary, and
the Statutory Auditor(s) who attend.

Meetings of the Board of Directors must be held at the domicile of the
corporation, unless the Board determines it appropriate to hold them elsewhere.

Pursuant to Article 143 of the General Law of Commercial Companies ("Ley General
de Sociedades Mercantiles"), resolutions of the Board of Directors shall be
validly adopted without need of holding a Board of Directors meeting provided:
i) the affirmative vote of all Directors or their Alternate Directors acting in
the order of their 

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appointment is obtained, and ii) the resolutions are confirmed in writing. The
resolution shall be valid from the time when the Secretary receives the written
records of the resolution adopted.

ARTICLE SEVENTEENTH. The General Ordinary Shareholders Meeting may create one or
more Committees of the Board of Directors, composed of the number of members
determined by such Shareholders Meeting, establishing their authorities and
operational rules. The members of the Committees shall be appointed by the
shareholders at Shareholders Meetings, from among the Directors and alternate
Directors of the Corporation. One half of the members of each Committee must be
appointed by Series A shareholders and one half must be appointed by Series B
Shareholders. The members of the Committees shall receive the remuneration
established by the General Ordinary Shareholders Meeting.

The Committees shall invariably act as collegial bodies and may not delegate
their authorities to individuals such as Officers, Managers, Delegate Directors,
attorneys-in-fact, or other similar officers. The Committees may create
Sub-Committees with the authority that the Committees creating them determine,
within the scope of their authorities.

Each Committee shall meet in the manner established by the Shareholders Meeting
that resolves to create it and must report to the Board of Directors on its
activities at the Board meeting immediately following the meeting of the
Committee, or when facts or acts of significance for the Corporation arise
which, in its judgment, merit reporting. The Statutory Auditor(s) shall be
called to all meetings, who will appear at the Committee meetings with the right
to speak but without the right to vote. The Committees shall be deemed legally
installed when the majority of their respective members are present. The
resolutions of the Committees shall be valid when taken by a majority vote of
the members present, provided that said majority includes at least one of the
Series A Directors and one of the Series B Directors.

In any event, resolutions of the Committees shall be validly adopted without
need of holding a meeting provided that: i) the affirmative vote of all members
of the Committee is obtained, and ii) the resolutions are confirmed in writing.
The resolution shall be valid from the time when the Secretary of the
corresponding Committee receives the written records of the resolution adopted.

Until the General Ordinary Shareholders Meeting decides otherwise, the following
Committees are created with the functions indicated hereafter:

Executive Committee: It shall be an administrative and decision making body of
the Board and will have the following authority and any other authority within
the province of the Board of Directors, except the authority which under law,
these bylaws or other provisions are expressly reserved to the Board of
Directors or the Shareholders Meeting.

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1. General power of attorney for lawsuits and collections, for acts of
administration, including labor administration, and for acts of dominion, with
all general authorities and the specific authorities that require a specific
clause pursuant to the law, in accordance with Articles 2554, paragraphs first,
second and third, and 2587 of the Civil Code for the Federal District and their
corollaries in the Civil Codes for the States of the Mexican Republic, as well
as for purposes of Articles 11, 46, 47, 134(III), 523, 692 (I), (II), and (III),
687, 876, 878, 883, and 884 of the Federal Labor Law. Therefore, it shall
represent the corporation before all kinds of administrative and judicial
authorities, federal, state, and municipal, before all kinds of conciliation and
conciliation and arbitration boards and other labor authorities, and before
arbiters and arbitrators. The foregoing powers of attorney include expressly
but are not limited to filing all kinds of suits and appeals, including
constitutional relief proceedings [amparo], and to withdraw therefrom; to
compromise, assume commitments in arbitration, prepare and respond to
depositions, assign property, file objections and receive payments; to discuss,
execute, and revise collective labor contracts; to represent the corporation
before the labor authorities on labor matters in which the corporation is a
party or interested third party, both at the initial hearing and in any of the
phases of the labor law process; to file criminal complaints and accusations,
grant pardon, and assist the public prosecutor.

2. To subscribe and in any form negotiate credit instruments pursuant to Article
Ninth of the General Law of Credit Instruments and Transactions.

3. To open and cancel bank accounts in the name of the corporation, as well as
to make deposits and draw against them and appoint the persons which draw
against same.

4. To appoint and remove attorneys-in-fact, officers, agents, and employees of
the corporation, and to determine their attributions, guaranties, and
remunerations.

5. To call General Ordinary and Extraordinary Shareholders Meetings and Board of
Directors Meetings.

6. To confer general or specific powers of attorney, reserving at all times
exercise thereof, as well as to revoke the powers of attorney conferred.

Finance and Audit Committee: It shall make recommendations to the External
Auditors of the Corporation; review the annual consolidated financial statements
of the Corporation; supervise the audit, accounting, financial reporting and
internal accounting control activities of the Corporation; and review with the
Corporation's administrative officers and the external auditors the plans and
results of audits.

Human Resources and Compensation Committee: It shall review and evaluate the
standards and practices of compensation to high officers of the Corporation,
including salaries, distribution of bonuses and deferred compensations, and it
shall make 

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recommendations to the Board of Directors on such matters.

Strategic Planning and Technology Committee: It shall review and advise
administrative officers of the Corporation on long-term business objectives,
strategies and assignment of corporate resources, and shall monitor and assess
the Corporation's technology strategies, policies and investments.

                                   CHAPTER IV
                                    OVERSIGHT

ARTICLE EIGHTEENTH. Oversight of the corporation shall be entrusted to two or
more Statutory Auditors who shall have their respective alternates. One
Statutory Auditor and his Alternate shall be appointed at Special Shareholders
Meeting by majority vote of the Series A shareholders, another Statutory Auditor
and his Alternate shall be appointed at Special Shareholders Meeting by majority
vote of the Series B shareholders and another Statutory Auditor and his
Alternate shall be appointed by the Series D shareholders. If so agreed, all
Series of shares may appoint a Statutory Auditor. The Statutory Auditors need
not be shareholders in the corporation; they shall hold office for one year and
may be reelected; but in any case they shall perform their duties until the
persons appointed to replace them take office.

The Statutory Auditor(s) shall have the attributions and obligations set forth
in Article 166 of the General Law of Commercial Companies ("Ley General de
Sociedades Mercantiles"), as well as all those that are delegated to them by the
General Shareholders Meeting.

The Statutory Auditors shall guarantee performance of their duties as resolved
by the Shareholders Meeting that elects them.

                                    CHAPTER V
                              SHAREHOLDERS MEETINGS

ARTICLE NINETEENTH. The Shareholders Meeting is the supreme authority of the
corporation and its meetings shall be held at the corporate domicile.

Shareholders Meetings shall be General Extraordinary, General Ordinary and
Special.

Except as provided in these by-laws for increases and decreases to the variable
portion of the capital, General Shareholders Meetings that are called to address
any of the matters included in Article 182 of the General Law of Commercial
Companies ("Ley General de Sociedades Mercantiles") and the matters with respect
to which Series L has voting rights pursuant to Article Seventh of these by-laws
shall be Extraordinary.

General Ordinary Shareholders Meetings shall be held at least once each year
within the 4 months following the close of each fiscal year. In addition to the
items on the 

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Agenda, they must address the matters to which Article 181 of the General Law of
Commercial Companies ("Ley General de Sociedades Mercantiles") refers, including
submission to the shareholders of the report referred to in the general title of
Article 172 of said law for the immediately preceding fiscal year of the
corporation, or of the corporations in which it is the majority shareholder,
when the value of the investment in each of them exceeds twenty percent of the
accounting capital according to the statement of financial position of the
corporation at the close of the corresponding fiscal year.

ARTICLE TWENTIETH. Special Shareholders Meetings are those that meet to address
matters relating to the appointment of Directors, Statutory Auditor(s) and
members of Committees of the Corporation of each Series; and those that meet to
resolve regarding the rights of each Series. Such Shareholders Meetings will be
held pursuant to these bylaws and subject to Article 195 of the General Law of
Commercial Companies ("Ley General de Sociedades Mercantiles").

ARTICLE TWENTY-FIRST. Calls for Shareholders Meetings must be made by the Board
of Directors, the Executive Committee or the Statutory Auditors. Further, the
shareholders who represent at least 33% of the capital stock may request in
writing at any time that the Board of Directors or the Statutory Auditor(s) call
a Shareholders Meeting to discuss the matters specified in their request.

Any shareholder who owns one share shall have the same right in any of the cases
to which Article 185 of the General Law of Commercial Companies ("Ley General de
Sociedades Mercantiles") refers, and in accordance with the procedure
established therein.

ARTICLE TWENTY-SECOND. Calls for Shareholders Meetings must be published in the
Federal Diario Oficial and in one of the major circulation daily newspapers for
the corporate domicile at least 15 days prior to the date established for the
Shareholders Meeting. Calls shall include the Agenda and must be signed by the
person(s) making them, and if done by the Board of Directors, the signature of
the Chairman, the Vice-Chairman, the Secretary or the Alternate Secretary shall
be sufficient. Calls for General Shareholders Meetings may include calls for
Special Shareholders Meetings.

Shareholders Meetings may be held without prior call if the capital stock is
fully represented at the time of voting.

ARTICLE TWENTY-THIRD. To attend Shareholders Meetings, the shareholders must
exhibit the corresponding admission ticket which will be issued only on request
of the persons who are recorded as owners of shares in the Stock Register of the
corporation, request that must be presented at least 48 hours prior to the time
set for holding the Shareholders Meeting, and must be accompanied by their stock
certificates or a certificate of deposit of stock issued by an institution
authorized to do so.

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For purposes of attendance at Shareholders Meetings, the Stock Register shall be
closed 48 hours prior to the time established for the Shareholders Meeting in
question.

Shares that are deposited in order to be able to attend the Shareholders Meeting
will not be returned until after the meeting is held, through delivery of the
receipt that was issued against them to the shareholder.

ARTICLE TWENTY-FOURTH. Shareholders may be represented at Shareholders Meetings
by the person(s) they appoint therefor through proxy signed before two
witnesses.

Members of the Board of Directors and the Statutory Auditor(s) may not represent
shareholders at any Shareholders Meeting.

In cases where pursuant to these by-laws the shareholders of shares in only one
Series must vote separately, or their votes must be counted separately, the
respective vote or count may be done within the respective General Shareholders
Meeting.

ARTICLE TWENTY-FIFTH. The Chairman of the Board of Directors or, in his absence,
the Vice-Chairman shall preside at the Shareholders Meetings; in the absence of
both, Shareholders Meetings shall be presided by the person appointed by
majority vote of the holders of the Series A shares and Series B shares present.
The Secretary of the Board of Directors or, in his absence, the alternate
Secretary, shall act as Secretary; and in the absence of both, such office shall
be performed by the person appointed by majority vote of the shareholders
present.

Minutes of the Shareholders Meetings shall be recorded in the relevant book and
shall be signed by the Chairman and Secretary of the Shareholders Meeting.

ARTICLE TWENTY-SIXTH. In order for a General Ordinary Shareholders Meeting to be
legally met on a first call, at least 51% of the outstanding shares with full
voting rights must be represented therein.

In the case of a second call, and except as indicated in the following
paragraph, Ordinary Shareholders Meetings may be validly held regardless of how
many shares with full voting rights are represented.

In order for resolutions of the Ordinary Shareholders Meeting to be validly
adopted as a result of a first or later call, attendance of and favorable vote
of a majority of the Series A shares and by a majority of the Series B shares is
required.

ARTICLE TWENTY-SEVENTH. Except as provided in the following article, in order
for a General Extraordinary Shareholders Meeting to be considered legally met on
a first call, at least 75% of the outstanding shares with voting rights on the
matters to be 

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addressed by the Meeting must be represented.


In the case of a second or later call, Extraordinary Shareholders meetings may
be validly held if at least 51% of the outstanding shares with voting rights on
the matters to be addressed by the Meeting are represented.

In order for resolutions of Extraordinary Shareholders Meetings to be validly
adopted as a result of a first or later call, favorable vote of the majority of
the shares with voting rights on matters to be addressed, including a majority
of the Series A shares and a majority of the shares of Series B is required.

ARTICLE TWENTY-EIGHTH. In the event that the registration of the shares of the
corporation in the Securities Section of the National Securities and Brokers
Registry is canceled, whether on request of the corporation or by resolution
adopted by the National Banking and Securities Commission pursuant to the law,
the shareholders with control of the corporation will have the obligation to
make a public offer of purchase, prior to the cancellation and at the higher of
the price that is the average for close of operations effected during the 30
days when the shares were quoted prior to the date of the offer, or the
accounting value of the shares in accordance with the last quarterly report
filed with the National Banking and Securities Commission and the Mexican Stock
Exchange before the offer. This article may only be amended with prior approval
from the National Banking and Securities Commission through resolution of the
General Extraordinary Shareholders Meeting of the corporation, adopted by
favorable vote of the shares representing at least 95% of the capital stock.

                                   CHAPTER VI
                             FINANCIAL INFORMATION,
                               PROFITS AND LOSSES

ARTICLE TWENTY-NINTH. Within the 3 months following the close of each fiscal
year, the Board of Directors shall prepare at least the following financial
information:

1. A report from the Board of Directors on the progress of the corporation in
the fiscal year, as well as on the policies followed by the Board and, as
applicable, on the principal existing plans.

2 A report that states and explains the principal accounting criteria and
policies and the information followed in preparing the financial information.

3. A statement that shows the financial position of the corporation on the date
of close of the fiscal year.

4. A statement that shows, with proper explanation and classification, the
profits and losses of the corporation for the fiscal year.

<PAGE>
                                                                             


5. A statement that shows the changes in the corporation's financial position
during the fiscal year.

6. A statement that shows the changes in the entries that compose the corporate
assets which occurred during the fiscal year.

7. The notes that may be necessary to complete or clarify the information
supplied in the foregoing statements.

ARTICLE THIRTIETH. The report to which the preceding article refers, together
with the report from the Statutory Auditor(s), must be finished and made
available to the shareholders, with the evidential documentation, at least 15
days prior to the Shareholders Meeting which is to discuss them. The
shareholders shall have the right to have a copy of the corresponding reports.

ARTICLE THIRTY-FIRST. Once the deductions required by law are made, including
but not limited to that relating to payment of income tax, the annual net
profits that the financial statements approved by the Shareholders Meeting show
will be applied as follows:

1. 5% to the legal reserve fund until it is equal to at least 20% of the
capital;

2. The percentage determined by the Shareholders Meeting to create, increase,
and reconstitute the reserve for acquisition of own shares and the capital
reserves, benefit funds, reinvestment and special reserve funds, as it deems
convenient; and

3. The remainder, if any, for the purpose determined by the Ordinary
Shareholders Meeting.

If there are losses, these shall be distributed by the shareholders in
proportion to the number of their shares and up to the value paid for them.

ARTICLE THIRTY-SECOND. Dividends not collected within the 5 years counted from
the date when their payment began shall be understood as waived and prescribe to
the favor of the corporation in accordance with the laws in effect, and must be
credited to the ordinary reserve fund.

                                   CHAPTER VII
                           DISSOLUTION AND LIQUIDATION

ARTICLE THIRTY-THIRD. The corporation shall be dissolved in any of the cases set
forth by Article 229 of the General Law of Commercial Companies ("Ley General de
Sociedades Mercantiles").

ARTICLE THIRTY-FOURTH. Once the corporation is dissolved, it shall be placed in

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liquidation, which shall be the responsibility of the person(s) determined by
the General Extraordinary Shareholders Meeting.

ARTICLE THIRTY-FIFTH. The liquidation shall be done pursuant to the resolutions
taken by the shareholders when declaring the dissolution of the corporation. In
the absence of specific resolutions by the Shareholders Meeting, the liquidation
shall be done pursuant to the provisions of the relevant chapter of the General
Law of Commercial Companies ("Ley General de Sociedades Mercantiles").

                                  CHAPTER VIII
                                  FISCAL YEARS

ARTICLE THIRTY-SIXTH. The fiscal year shall be one year counted from the first
of January through the thirty-first of December of each year.