SecProbe.io

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Mail Stop 3561
      August 29, 2005

Donald J. Puglisi
Puglisi and Associates
850 Library Avenue, Suite 804
Newark, Delaware 19711

      Re:	Comercial Mexican Holding
      Registration Statement on Form F-4
      Filed July 28, 2005
      Amendment No. 1 to Registration Statement on Form F-4
      Filed July 28, 2005
		File No. 333-126940
Form 20-F for Fiscal Year Ended December 31, 2004
Filed June 30, 2005
Form 20-F/A for Fiscal Year Ended December 31, 2004
Filed July 27, 2005
File No. 33-44756

Dear Mr. Puglisi:

      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 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 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/A for Fiscal Year Ended December 31, 2004

Item 17. Financial Statements

Notes to Consolidated Financial Statements
1. In future filings please provide accounting policies for cash
and
cash equivalents, store closing and remodeling costs, components
of
cost-of-sales and stock-based compensation.  Please advise or
provide
an example of your revised disclosure in your response.

2. Summary of Significant Accounting Policies

a) Revenue Recognition
2. We note that your policy permits you to recognize membership
fee
revenue when payment is collected.  U.S. GAAP requires membership
fee
revenue to be recognized by applying either a SFAS No. 48 or SFAS
No.
140 based accounting model.  See Question 1, Topic 13A4 of SAB
104.
Please provide us with background information concerning your
membership program including the amount of an annual membership
fee,
the length of a membership period, circumstances which membership
fees are refundable, if at all, whether you have a large
population
of transactions that allow you to estimate cancellations and
compare
estimates to actual member cancellations and describe your
obligations to perform services over the membership period.
Further
provide a discussion supporting why your current accounting policy
does not recognize a significantly different amount of revenue
than
the U.S. GAAP accounting models described above or tell us if you
recorded a reconciling adjustment to Mexican GAAP net income to
arrive at U.S. GAAP.  Please support your discussion by providing
an
analysis of the amount of membership fee revenue recognized in
each
of the three years ended December 31, 2004 as compared to the
amount
of revenue that would be recognized under either U.S. GAAP
accounting
model described above.

f) Vendor Discounts
3. We note your disclosure of your policies regarding vendor
discounts. Please clarify for us whether your policies are similar
to
accounting practices under U.S. GAAP.  We note that, to the extent
that there are differences between what you record as a reduction
of
advertising expensive as opposed to cost of sales, there could be
an
impact on the year end inventory balances as well as the statement
of
income.  If such differences exist between you application of
Mexican
GAAP and US GAAP, please quantify the effect of these differences
and
tell us why you do not include this item in note 17.

13. Stock Option Plan
4. Tell us why you classify BC units purchased for your employee
stock option plan as other assets rather than equity for U.S. GAAP
reporting purposes.  The situations in which treasury stock can be
classified as an asset are limited.

17. Differences Between Mexican GAAP and U.S. GAAP

Reconciliation of Stockholders` Equity
5. In future filings please omit all references to "approximate"
or
"estimated" U.S. GAAP net income or shareholders` equity in your
notes to the financial statements.  We would expect there to be no
material differences between net income or shareholders` equity
amounts in the reconciliation to U.S. GAAP and financial
statements
amounts presented directly in U.S. GAAP.  See International
Reporting
and Disclosure Issues updated on February 24, 2005 at
http://www.sec.gov/divisions/corpfin/internatl/cfirdissues1104.htm
.

g. Consolidation of Auchan Operations
6. You disclose that that the AMEX acquisition was accounted for
in
2004. Disclosures in note 12 and elsewhere in the filing indicate
that you took over the five retail stores and accounted for that
portion of the acquisition in 2003 under Mexican GAAP.  Please
clarify for us the discrepancy.

Item 19. Exhibits
7. Please advise or revise your future filings to include all
major
classes of valuation and qualifying accounts and reserves not
included in specific schedules elsewhere in your filing.  Please
refer to Rule 12-09 of Regulation S-X.  Please provide an example
of
your revised disclosure in your response.
8. Please tell us if you have formerly filed as exhibits your
articles of incorporation or association, the Auchan S.A. purchase
agreement and stock option plans for key employees.  If so please
incorporate these documents by reference or, alternatively, please
file them as part of an Exchange Act registration statement or
annual
report.  See Instructions as to Exhibits of General Instructions
to
Form 20-F.

Exhibit 8.1
9. We note your investment in Sinergia is not included as a
significant subsidiary.  Please tell us how much you have
contributed
to or invested in Sinergia as your most recent balance sheet date
and
how you account for your investment in the entity.  In your
response
please include Sinergia`s total assets, liabilities, equity and
the
results of operations for the fiscal year ended December 31, 2004.

* * * * *

      As appropriate, please amend your registration statement in
response to these comments.  You may wish to provide us with
marked
copies of the amendment to expedite our review.  Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested information.  Detailed cover
letters greatly facilitate our review.  Please understand that we
may
have additional comments after reviewing your amendment and
responses
to our comments.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities Act
of
1933 and that they have provided all information investors require
for an informed investment decision.  Since the company and its
management are in possession of all facts relating to a company`s
disclosure, they are responsible for the accuracy and adequacy of
the
disclosures they have made.

      Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that:

* should the Commission or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;

* the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and

*
the company may not assert staff comments and the declaration of
effectiveness as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the
United States.

	In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filing or in response to our comments on your filing.

      We will consider a written request for acceleration of the
effective date of the registration statement as confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.

      We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement.  Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration.  Please provide this
request at least two business days in advance of the requested
effective date.

      You may contact Brian McAllister, Staff Accountant, at (202)
551-3341 or Michael Moran, Legal Branch Chief, at (202) 551-3841
if
you have questions regarding comments on the financial statements
and
related matters.  Please contact, Scott Anderegg, Staff Attorney,
at
(202) 551-3342, or me at (202) 551-3720 with any other questions.

      					Sincerely,

						H. Christopher Owings
						Assistant Director

cc: 	Kenneth Rosh, Esq.
Fried, Frank, Harris, Shriver & Jacobson LLP
	212-859-8589
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Donald J. Puglisi
Comercial Mexican Holding
August 29, 2005
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