SecProbe.io

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Mail Stop 7010

August 5, 2005

via U.S. mail and facsimile

Frederico Sada Gonzalez
President and Chief Executive Officer
Vitro, S.A. de C.V.
Ave. Ricardo Margain Zozaya 400
Col. Valle del Capestre
San Pedro Garza Garcia, Nuevo Leon, 66265 Mexico

	Re:	Vitro, S.A. de C.V.
		Form 20-F for the Fiscal Year Ended December 31, 2004
		Filed July 1, 2005
		File No. 1-10905

Dear Mr. Gonzalez:

      We have reviewed your filing and have the following
comments.
We have limited our review to only your financial statements and
related disclosures and do not intend to expand our review  to
other
portions of your documents.  Where indicated, we think you should
revise your document in future filings in response to these
comments.
If you disagree, we will consider your explanation as to why our
comment is inapplicable or a revision is unnecessary.  Please be
as
detailed as necessary in your explanation.  In some of our
comments,
we may ask you to provide us with information so we may better
understand your disclosure.  After reviewing this information, we
may
raise additional comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

Form 20-F for the Fiscal Year Ended December 31, 2005

Item 4.  Information on the Company, page 18
1. We note your table on page 24 that details the products you
provide by your reportable segments, which are further broken down
by
sub-categories.  Based on the
different products listed for each sub-categories and the MD&A
results of operations discussion regarding the pricing pressures
in
the Mexican construction market and the North American automotive
industry crisis, it is unclear what your operating segments are,
whether you are aggregating operating segments into reportable
segments in accordance with 17 of SFAS 131, and whether these
products meet the aggregation criteria such as having similar
products and having similar economic characteristics.
Furthermore,
it is unclear how glass containers are similar products to raw
materials and machinery and molds.  As such, please provide us
with
copies of all the different types of reports reviewed by your CODM
on
a regular basis (e.g., daily, weekly, monthly, quarterly,
annually,
etc.).
If you are aggregating operating segments to arrive at your three
reportable segments, please provide us with a comprehensive
analysis
of each of the criteria required to be met for aggregation per
paragraph 17 of SFAS 131.  This analysis should include the
revenues,
gross profits, gross profit margins, operating profits, and
operating
profit margins, along with any other information you believe would
be
useful, for each of your operating segments by reportable segment
for
each of the three years ended December 31, 2004 and the 6-month
periods ended June 30, 2005 and 2004 to help us understand how
these
operating segments are economically similar.  Specifically address
any differences in the trends these financial indicators depict
(e.g., if gross profit margin is decreasing for one operating
segment
and increasing for another).
At a minimum, it appears to us that you should revise your filing
in
the future to provide information about products and services
disclosures required by paragraph 37 of SFAS 131 (e.g.,
construction
glass, automotive glass, glass containers, raw materials,
machinery
and molds, glassware, and metal flatware) within the footnotes to
the
consolidated financial statements.

Item 5.  Operating and Financial Review and Prospects, page 38

Results of Operations, page 41

2. You state on page 43 that a significant portion of your
products
in Mexico are generally determined with reference to U.S. dollar-
based prices.  We assume that the functional currency for both you
and your customers is the Mexican peso.  Accordingly, please tell
us
your consideration of whether the pricing provisions in the
contracts
with your customers represent embedded foreign currency
derivatives.
See paragraphs 12 - 16 of SFAS No. 133.

Liquidity and Capital Resources, page 49

3. We note that on page 54, you state your 11 3/8% Vicap Notes are
registered under the Securities Act, which were issued by Vicap
(now
known as SOFIVSA), your subsidiary, and guaranteed by you.  As
such,
you are required to either provide the financial statements of the
issuer of the guaranteed securities registered or provide the
required disclosures if one of the exceptions to the general rule
are
met in accordance with Rule 3-10 of Regulation S-X.  Please tell
us
whether you meet one of the exceptions to the general rule and
provide us with the disclosure you intend to include in future
filings, or amend your Form 20-F to provide the audited financial
statements of the issuer of the guaranteed notes.

In addition, you are also required to include the ratio of
earnings
to fixed charges in your Form 20-F and include the calculation of
the
ratios as an exhibit.  If the ratio under Mexican GAAP is
materially
different from the ratio that would be calculated in accordance
with
US GAAP, then you are also required to show the ratio based on the
figures resulting from the reconciliation to US GAAP.  Refer to
Item
503(d) of Regulation S-K for guidance.  Please confirm to us that
you
will provide such information in future filings.

4. We note that on page 58 you state you did not meet some of your
financial ratios in fiscal year 2004 and in fiscal years 2003 -
2002
you were required to obtain amendments and waivers for several of
your debt agreements and instruments and one of your accounts
receivable factoring programs.  We further note on page 7 that you
"expect not to meet certain of those financial ratios as of June
30,
2005," and will likely be required to seek additional amendments
and
waivers in the future.  In addition, on page 116, you state,
"...we
are currently seeking amendments or waiver of covenants continued
in
certain of our credit facilities."  Finally, we note that you have
not classified the debentures with agreements containing financial
covenants as current in your US GAAP financial statements.  Please
tell us what consideration you
gave to SFAS 6, SFAS 78 and EITF 86-30 as to the classification of
debt instruments that contain financial covenants you "expect not
to
meet" as of December 31, 2003 and 2004.

Tabular Disclosure of Contractual Obligations, page 62

5. In future filings, please revise your table of contractual
obligations to include scheduled interest payments in your table,
as
you are highly leveraged and interest has a material impact on
your
cash flows.  To the extent that the interest rates are variable
and
unknown, you may use your judgment to determine whether or not to
include estimates of future variable rate interest payments in the
table or in a footnote
to the table.  Regardless of whether you decide to include
variable
rate estimated interest payments in the table or in a footnote,
you
should provide appropriate disclosure with respect to your
assumptions.

Accounting Considerations, page 63

6. Please confirm to us that in future filings you will expand
your
critical accounting estimates section to provide the following
information:
* Seniority Premiums and Pension Plans:  State the impact of a
plus
or minus 1% change in the discount rate and expected rate of
return
on plan assets.
* Impairment of Long-Lived Assets:  Identify material events or
circumstances that indicate the carrying amounts may not be
recoverable.

Item 15.  Controls and Procedures, page 116

7. We note your statement that "[a] control system, no matter how
well conceived and operated, can provide only reasonable, not
absolute, assurance that the objectives of the control system are
met."  Please confirm to us and revise your disclosure in future
filings, if true, that your disclosure controls and procedures are
designed to provide reasonable assurance of achieving their
objectives.  In the alternative, remove the reference to the level
of
assurance of your disclosure controls and procedures.  Please
refer
to Section II.F.4. of Management`s Reports on Internal Control
Over
Financial Reporting and Certification of Disclosure in Exchange
Act
Periodic Reports, SEC Release No. 33-8238.

8. We note that you have included a discussion of the limitations
of
all control systems in your Item 15 disclosure.  Specifically, you
state, "[t]he design of any system of controls also is based in
part
upon certain assumptions about the likelihood of future events and
there can be no assurance that any design will succeed in
achieving
its stated goals under all potential future conditions; over time,
even when we are continuously evaluating and updating, controls
may
become inadequate because of changes in conditions or the degree
of
compliance with the policies or procedures may deteriorate."
Please
confirm to us that you will remove such statement from future
filings, as this does not appear to be a limitation of an entity`s
internal control system per AU Section 319.16-.24, as referenced
by
SEC Release No. 33-8238.

9. We note that your chief executive officer, chief administrative
officer, and chief financial officer concluded your disclosure
controls and procedures "...were effective to provide reasonable
assurance that information required to be disclosed by us in
reports
we file under the Exchange Act is recorded, processed, summarized
and
reported within the time periods specified in the rules and forms
of
the SEC."  This is an incomplete definition of disclosure controls
and procedures per Rules 13a-15(e) and 15d-15(e) of the Exchange
Act.
Please confirm to us and revise in future filings

your disclosure to clarify, if true, that your officers concluded
that your disclosure controls and procedures are effective to
ensure
that information required to be disclosed by you in the reports
that
you file or submit under the Exchange Act is recorded, processed,
summarized and reported, within the time periods specified in the
Commission`s rules and forms and to ensure that information
required
to be disclosed by an issuer in the reports that it files or
submits
under the Exchange Act is accumulated and communicated to your
management, including its principal executive and principal
financial
officers, or persons performing similar functions, as appropriate
to
allow timely decisions regarding required disclosure.

Report of Independent Registered Public Accounting Firm, page F-1

10. In future filings, please include an opinion from your
registered
public accounting firms that discloses the city and country from
which the audit report has been issued.  In addition, please tell
us
why the audit report for both Empresas Comegua, S.A. and Vitro
Flex,
S.A. de C.V. appear to be issued from the same location, even
though
Empresas Comegua appears to be based in Guatemala, whereas Vitro
Flex
appears to be based in Mexico.   Please refer to paragraph V.K. of
the International Reporting and Disclosure Issues in the Division
of
Corporation Finance at www.sec.gov.

2.  Basis of presentation and principles of consolidation, page F-
9

b)  Consolidated subsidiaries

11. We note that on page 8 you state, "[c]ertain of our joint
venture
agreements require the consent of all joint venture participants
for
certain significant operating and management decisions, including
the
payment of dividends."  Please specify for us the nature of the
rights held by these minority interests.  In addition, please
explain, in detail, your evaluation of whether such rights
represent
substantive participating veto
or approval rights under US GAAP pursuant to EITF 96-16, as it is
unclear from your stated policy whether the joint ventures with
these
agreements are consolidated or accounted for under the equity
method
for US GAAP purposes.

Further, please clarify for us, if material, the basis for your
consolidation of entities in which you do not hold more than 50%,
such as Empresas Comegua S.A. and Vitro AFG S.A., under Mexican
GAAP
and US GAAP.

12. We note that Vitromatic, S.A. de C.V. was audited by public
accounting firms other than your principal auditor until December
31,
2003.  We further note that Vitromatic was not sold until July 3,
2002.  As such, please tell us why you did not include the report
of
Vitromatic`s auditors in this filing.

5.  Trade receivables, page F-15

13. We note that you consider your accounts receivable
securitization
arrangements to have a significant impact to your financial
condition; however, it does not appear that you have provided the
required disclosures per SFAS 140.  In addition, it is also
unclear
whether you meet the requirements per paragraph 9 of SFAS 140 to
account for these transactions as sales under US GAAP.  As such,
please explain your consideration of each of the three criteria
for
sale treatment discussed in paragraph 9 of SFAS 140.  In addition,
provide us with the disclosure you intend to include in future
filings that addresses the applicable disclosure items in
accordance
with paragraph 17 of SFAS 140.

15.  Other expenses, net, page F-27

14. We note that you have incurred restructuring charges that
appear
to be material to your consolidated statements of operations;
however, you have not provided the disclosures required by SFAS
146.
Please provide us with the disclosures you intend to include in
future filings in accordance with paragraph 20 of SFAS 146, or
tell
us why you do not believe such disclosures are required.  In
addition, please tell us how you account for restructuring
activities
under Mexican GAAP, in comparison to the accounting required by
SFAS
No. 146.  Further, please tell us where you classify these charges
on
your consolidated statement of operations under US GAAP.  If you
exclude these charges from operating income under US GAAP, please
tell us your basis for doing so.  If you include these charges in
operating income under US GAAP, please state this fact in your
description of differences.

15. Please clarify whether the line "write-off and loss from sale
of
assts" includes impairment charges in each of the years presented.
If so, please tell us how you identify impaired assets under US
GAAP.
Under Mexican GAAP, you state on page F-12 that you recognize
impairment when the carrying amounts exceed the greater of the
present value of discounted future net cash flows or the net
selling
price upon disposal.  However, this method differs from US GAAP,
which requires that impairment be recognized when the carrying
value
exceeds the undiscounted cash flows associated with the asset.
Please tell us your consideration of SFAS No. 144 in identifying
impaired assets under US GAAP.  In addition, please tell us where
you
classify these charges on your consolidated statement of
operations
under US GAAP.  If you exclude these charges from operating income
under US GAAP, please tell us your basis for doing so.  If you
include these charges in operating income under US GAAP, please
state
this fact in your description of differences.

17. Income tax, asset tax and workers` profit sharing, page F-27

16. Please explain to us why you believe that Ps. 2,675 of your
tax
loss carryforwards and Ps. 431 of your asset tax credit
carryforwards
will be realized, given that (1) you have had cumulative losses in
recent years and (2) the majority of these carryforwards expire in
2008, whereas, we would assume, that the majority of your deferred
tax liabilities will reverse after 2008.  As part of your
response,
please tell us your consideration of paragraphs 21 -2 4 of SFAS
No.
109.

17. In note 13.e, you state that your stockhold