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SEC Response

  [MILBANK TWEED LETTERHEAD]

  November
    30, 2005

  Ms. Nili Shah

    Accounting Branch Chief

    Division of Corporation Finance

    Securities and Exchange Commission

    Washington, DC 20549

  Re: Vitro ,
    S.A. de C.V.

    Form 20-F/A for the Fiscal Year Ended December 31, 2004

    Filed July 7, 2005; File No. 1-10905

  Dear Ms. Shah:

  On behalf of Vitro,
    S.A. de C.V. (“Vitro” or the “Company”), set forth
    below are responses to the comment letter dated August 5, 2005 (the “Comment
    Letter”) from the staff of the Securities and Exchange Commission (the
    “SEC” or the “Commission”), related to Vitro’s
    Form 20-F/A for the fiscal year ended December 31, 2004 (the “Form 20-F”).
    This letter is also being filed on EDGAR. Additionally, five copies of this
    letter are being delivered to you.

  All references in Vitro’s
    response to pages and captioned sections are to the Form 20-F. Capitalized
    terms used in this letter and not otherwise defined herein have the meaning
    as ascribed to them in the Form 20-F. References to “we”, “us”
    or “our” in the responses set forth below refer in each case to
    Vitro.

  For convenience, we
    have included the SEC staff’s comments in italics below followed by
    Vitro’s response. Vitro believes that it has replied to the SEC staff’s
    comments in the Comment Letter in full. To the extent necessary, we would
    like to discuss these matters with you, including your view concerning whether
    an additional amendment to the Form 20-F is required.

  The
    material enclosed with this response letter supplementally has been provided
    to the SEC staff on a confidential and supplemental basis pursuant to Rule
    12b-4 under the Securities Exchange Act of 1934, as amended. In accordance
    with these rules, we respectfully request that these materials be returned
    promptly following the completion of their review by the SEC staff.

  Form
    20-F for the year ended December 31, 2004

  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.

  Response:

  We operate our business,
    prepare and review financial reports, reward employee performance and allocate
    Company resources at the level of three operating segments: Flat Glass, Glass
    Containers and Glassware. Each of these three operating segments has separate
    manufacturing processes, facilities, markets, customers and resources that
    are not shared by the other two operating segments. In addition, each operating
    segment has a separate administrative staff (i.e., a designated CEO and CFO,
    as well as its own human resources department), whose functions are fully
    integrated within that operating segment and which are also not shared with
    the other two operating segments.

  Flat Glass Segment:

  The Flat Glass segment
    focuses on the manufacturing, processing and distribution of flat glass. The
    Flat Glass segment is a vertically integrated business unit that is dedicated
    to flat glass production using four float glass furnaces (three are wholly-owned
    and one is owned by a joint venture business). There is a single product made:
    flat glass, from which derivative value-added flat glass sub-products are
    sold to the most profitable and readily available markets, including automotive,
    laminated, tempered, safety and insulated glass markets and other value-added
    sub-products sold to the construction industry. Our Chief Operating Decision
    Maker (the “CODM”) does not consider separately the results of
    specific business components within the Flat Glass Segment. As described below,
    financial information that is reviewed on a regular basis by our CODM is for
    the purpose of assessing and analyzing the financial performance of the Flat
    Glass Segment as a whole.

  Glass Containers Segment:

  The Glass Containers
    segment manufactures and distributes soda lime glass containers for the food,
    beverage, pharmaceutical and cosmetics industries. The Glass Containers business
    is dedicated to the manufacture of a single class of products: glass containers.
    The Glass Container segment is also a vertically integrated business unit
    whose sale of raw materials, machinery and molds for the glass industry are
    primarily intra-segment sales. This business unit uses raw materials and machinery
    and molds in its productive process to ultimately produce glass containers.

  Glassware Segment:

  The Glassware segment
    manufactures and distributes glassware products, including flatware, stemware,
    bakeware and glass home decoration products for the individual consumer, glassware
    and flatware for the food service markets and coffee carafes, blender jars,
    lids, meter covers, candle holders and industrial-grade lighting glassware
    products. This business unit like our other two operating segments is also
    a vertically integrated business dedicated to provide glass tableware products.
    Our metal flatware component is a complementary micro-business, which is incorporated
    into the Glassware segment (represents less than 1%), whose products are sold
    to the same market and utilize the same distribution network.

  The three operating segments
    have separate operating plans, whose results are compiled monthly in a Company
    executive summary (the “Executive Summary”) for review by our
    CODM, which is comprised of the Executive Committee, including our CEO, CFO,
    CAO and the CEO’s of each of our three operating segments. We have provided
    supplementally for the SEC staff’s review a copy of an Executive Summary.
    The CODM evaluates the results of each operating segment based on the information
    provided in the Executive Summary when allocating Company resources among
    the three operating segments. Further, the CODM makes operating decisions
    based on the needs of each operating segment as a whole.

   Pursuant to paragraph
    10 of SFAS 131, our business is comprised of three operating segments. We
    do not aggregate operating segments to arrive at our three reportable segments.
    As disclosed in the Form 20-F, we have individual business components within
    our three operating segments. However, our CODM does not review their operating
    results separately to make decisions about resources to be allocated to these
    business components or to assess their performance individually. As these
    individual business components do not meet the criteria of item (b) under
    paragraph 10 of SFAS 131, we do not believe that they meet the definition
    of an operating segment.(1) Therefore, the aggregation
    requirements of paragraph 17 are not applicable to these business components.

  We believe that the information
    provided in the Executive Summary supports the reportable segment disclosures
    presented by the Company in the Form 20-F and further demonstrates that the
    Company’s operating results are regularly reviewed at the level of our
    three operating segments. The CODM assesses the Company’s overall performance
    by evaluating the results of these three operating segments individually.
    Each of the three operating segments has separate senior management which
    reports directly to the CODM. Each operating segment has a separate budget
    that is evaluated at this level and financial and employee performance is
    assessed based on financial targets established for each operating segment
    as a whole. Accordingly, the decisions taken by the CODM, including their
    performance evaluations are at the level of the three operating segments,
    each taken as a whole based on the Company’s needs and the business
    opportunities available to each segment. Our three operating segments individually
    meet the qualitative reporting thresholds per paragraph 18 in order for them
    to be reported separately as reportable segments.

  Based on the foregoing,
    we believe that we have properly complied with the requirements of SFAS 131
    when disclosing and reporting our segment information in the Form 20-F. As
    requested by the SEC staff, we will revise our future filings in order to
    report the revenues from external customers for each group of similar products
    as required by paragraph 37 of SFAS 131 within the footnotes to our Consolidated
    Financial Statements, which will include information about construction glass,
    automotive glass, glass containers, glassware, and metal flatware.

  (1)
    Paragraph 10
    of SFAS 131 provides in principal part as follows: "An operating segment
    is a component of an enterprise:

  a. That
    engages in business activities from which it may earn revenues and incur expenses
    (including revenues and expenses relating to transactions with other components
    of the same enterprise),

  b. Whose
    operating results are regularly reviewed by the enterprise's chief operating
    decision maker to make decisions about resources to be allocated to the segment
    and assess its performance, and

  c. For
    which discrete financial information is available."

   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.
  Response:

  We regularly review the
    contracts with our customers to determine whether they have the characteristics
    of an embedded derivative. With regards to the staff’s comment, we would
    like to clarify the statement disclosed in the Form 20-F on page 43. The prices
    of a significant portion of our products sold in Mexico are generally determined
    with reference to U.S. dollar-based prices. Our sales contracts with our customers
    in Mexico are entered into in the ordinary course of business and set forth
    the terms and conditions of the sales of our products. In accordance with
    such terms and conditions, we are not required to sell, and our customers
    are not obligated to purchase, a specified quantity of products under our
    sales contracts and therefore our sales contracts do not represent a commitment
    to sell or a right to purchase in the event the established conditions are
    not met.

  In accordance with paragraph
  12 of SFAS No. 133, an embedded derivative instrument should be separated from
  its host contract and accounted for as a derivative instrument if each of three
  conditions is fulfilled. One of these conditions requires the embedded derivative
  instrument to be, when separated, a derivative instrument pursuant to the requirements
  of paragraph 6 of SFAS No. 133. Because there is no notional amount in our sales
  contracts, condition (a) of paragraph 6 is not satisfied and, therefore, the
  embedded derivative instrument should not be separated from its host contract.
  Accordingly, the pricing provisions in these contracts do not represent embedded
  foreign currency derivatives.

  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.

  Response:

  The 11 3/8 Vicap Notes
    registered under the Securities Act were issued by Vicap (now known as SOFIVSA),
    our 100% owned finance subsidiary, and fully and unconditionally guaranteed
    by Vitro. Accordingly, we believe that we meet the exception provided under
    Rule 3-10 (b) of Regulation S-X, as the issuer of the Vicap Notes, SOFIVSA,
    is our finance subsidiary and the Vicap Notes are fully and unconditionally
    guaranteed by Vitro and no other subsidiary of Vitro guarantees payment on
    the securities.

  We have not previously
    disclosed in a footnote to our Consolidated Financial Statements the information
    required by Rule 3-10 (b) of Regulation S-X, but we have disclosed this information
    in the forepart of the Form 20-F. In future filings we will disclose in a
    footnote to our financial statements the following information:

  * SOFIVSA, is a 100%
    owned finance sub