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Response Letter

                                November 30, 2005

Mr. H. Christopher Owings

United States Securities and Exchange Commission

Division of Corporation Finance

450 Fifth Street, N.W., Mail Stop 3561

Washington, D.C. 20549

        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. Owings:

This letter sets forth the response of Controladora Comercial Mexicana,
  S.A. de C.V., a corporation organized and existing under the laws of the Untied
  Mexican States (the "Company") to the Staff’s comments to the above-referenced
  filings. These comments were transmitted to the Company by letter dated August
  29, 2005. This letter is being filed with Amendment No. 2 to the Company’s
  annual report on Form 20-F/A. The responses are set forth below and are numbered
  to correspond to the numbering in the Staff’s comment letter.

FORM 20F/A for fiscal year ended December 31, 2004

ITEM 17. Financial Statements

Notes to Consolidated Financial Statement

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.

Response

The Company acknowledges the staff comment and confirms that it will revise
  the disclosure in its future filings. An example of our revised disclosures
  is as follows:

Cash Equivalents

Cash and cash equivalents include highly liquid investments
  purchased with an original maturity of three months or less.

Store Closing and Remodeling Costs

Store closing costs include the costs to terminate a lease contract or costs
  that will continue to be incurred under the lease without economic benefit to
  the Company. These costs are initially recognized at the fair value of the liability
  in the period in which the liability is incurred. Major remodeling costs such
  as changes in store formats and expansions of the retail area of stores are
  capitalized as leasehold or owned building improvements and are depreciated
  over the remaining lease term or the estimated useful life of the remodeling,
  whichever is shorter.

Cost of sales

Cost of sales includes the cost of the inventory sold adjusted for vendor discounts
  and vendor shipping costs. In addition, the cost of transporting the products
  from the applicable distribution center to the store is captured in cost of
  sales.

Stock based compensation

Stock - based compensation

 We have a stock option plan for key employees under
  which key employees were granted rights to receive the appreciation of an amount
  of BC Units equal to one year of their salary, converted at Ps.7.68 per share.
  These options are exercisable only on the earlier of the optionholder’s death,
  date of retirement from the Company or the date upon which the optionholder
  turns 65 years of age. Upon exercise, the employee’s trust will sell the BC
  Units in the Mexican stock market and the proceeds will be used to pay the employee
  the appreciation of the BC Units in cash, with the remaining balance returned
  to the Company.

2. Summary of significant Accounting Policies

a) Revenue Recognition

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 the 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.

Response

Membership program

The membership program is offered only by the Costco de Mexico Group joint
  venture in which we have a 50% interest. Under U.S. GAAP, the investment in
  the Costco de Mexico Group joint venture is accounted for under the equity method
  (see Note 17e of the financial statements).

The Costco management determines the U.S. GAAP adjustments applicable to the
  Costco de Mexico Group joint venture, which includes an adjustment for membership
  fee revenue recognition.

Under U.S. GAAP, the Costco de Mexico Group joint venture defers membership
  fees and recognizes such fees ratably over the one-year term of the membership.

The Costco de Mexico Group joint venture requires a Ps.350 annual membership
  fee from its customers. The Costco de Mexico Group joint venture is obliged
  to sell products and services available in its locations to its members. The
  membership fee also entitles its customers to shop at any Costco store worldwide.

The Costco de Mexico Group joint venture has a "Risk Free Membership"
  policy which provides that the membership fee is fully refundable within 30
  days after the membership fee is paid. Costco applies the concepts of the FAS
  48 "Revenue Recognition When Right of Return Exists". The Costco de
  Mexico Group joint venture considers the future refunds to be negligible as
  they represented 1.3% of the total annual membership fees in both 2004 and 2003
  (Ps. 1.6 million for 2004 and Ps. 1.5 million for 2003). For U.S. GAAP purposes,
  the effect on returns is immaterial.

The following table represents 50% of the total gross U.S. GAAP adjustment
  related to membership fees.

      2004

      2003

      2002

      Beginning balance of annual membership fees (accrued under
        U.S. GAAP)

     Ps.
          56,778
     Ps.
          51,844
     Ps.
          47,012

      Annual membership fees paid (net of reimbursement) under
        Mexican GAAP

     122,790

     113,365

     104,478

      Membership fees revenue recognized under U.S.GAAP

     (119,564)

     (108,432)

     (99,646)

      Ending balance of accrued for membership fees under U.S.
        GAAP

     60,004

     56,778

     51,844

      U.S. GAAP net income reconciliated

     Ps.
          (3,226)
     Ps.
          (4,933)
     Ps.
          (4,832)

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 expenses 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 exists between your application
  of Mexican GAAP and U.S. GAAP, please quantify the effect of these differences
  and tell us why you do not include this item in note 17.

Reponse

The Company acknowledges the staff’s comment and confirms that the accounting
  policy regarding vendor discounts is the same for Mexican and U.S. GAAP purposes.
  The Company also confirms that all of these vendor discounts are recorded as
  a reduction to the value of the inventory, and, accordingly reduce the cost
  of sales when the product is sold.

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 situation in which treasury stock can be classified as an asset are limited.

Response

The Company classifies the BC units purchased for its employee option plan
  as other assets only for Mexican GAAP reporting purposes. Under U.S. GAAP, these
  purchases are reflected as a reduction in the stockholders’ equity since these
  BC units are considered treasury stock. See Note 17 Reconciliation of Stockholders’
  Equity "Receivable under Stock Option Plan".

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

Reconciliation of Stockholder’s 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 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://sec.gov/divisions/corpfin/internatl/cfirdissues1104.htm

Response

The Company acknowledges the staff’s comment and confirms that the disclosure
  will be revised in future filings.

g. Consolidation of Auchan Operations

6. You disclose 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.

Response

The Company acknowledges the staff’s comment and confirms that there is a typographical
  error in the disclosure included in Note 17. As mentioned in Note 12, the acquisition
  of AMEX was consummated in February 2003 and was accounted for as an acquisition
  in that year. The Company will change the disclosure in Note 17.

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.

Response

The Company acknowledges the staff comment. The Company has the following major
  classes of valuation and qualifying accounts and reserves: allowance for inventory
  shrinkage, depreciation (See Note 6), goodwill and amortization (See Note 12
  and Statement of Changes in the Financial Position), and deferred revenue (see
  Note 4).

The Company proposes to revise the disclosure and include in the inventory
  note to the financial statements the amounts related to the allowance for inventory
  shrinkage.

The following table represents the major classes of valuation and qualifying
  accounts and reserves:

(In thousand of Mexican pesos of constant purchasing
  power as of December 31, 2004)

      Description

      Beginning

        Balance

       Charged to

        Cost and

        Expenses

      Use

      Ending

        Balance

      Allowance for inventory shrinkage

      Ps.   117,740

      Ps.     102,886

      Ps.     117,740

      Ps.   102,886

      Depreciation and Amortization

      5,417,858

      546,649

      205,669

      5,758,838

      Goodwill

      446,850

      -

      210,849

      236,001

      Deferred Revenue

      Ps.   666,257

      Ps.   1,550,000

      Ps.   1,784,592

      Ps.   431,665

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.

Response

As a Mexican company, the Company’s Bylaws function as the equivalent to articles
  of incorporation and articles of association. The Bylaws have been incorporated
  by reference in Exhibit 1.1 to the Form 20-F.

Auchan S.A. purchase agreement does not have to be filed as it does not meet
  the threshold requirement in Item 19 of Form 20-F. The 20-F rules state that
  the Company does not have to file a contract for the acquisition of a property
  because it does not exceed 15% of its fixed assets on a consolidated basis.

The Company is simultaneously filing an amended annual report on Form 20-F/A
  to include the English translation of the Stock Option Plans as Exhibit 4.4. The
  Company will similarly include the English translation of the Stock Option Plan
  as Exhibit 10.1 when it files the second amendment to the Form F-4/A.

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 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.

Response

The Company has contributed Ps.1,522,000 to Sinergia, which represented one
  third of the total stockholders’ equity of Sinergia as of the date of its establishment.
  This investment is accounted for under the equity method and as of December
  31, 2004, it represented 0.005% of our total consolidated assets and 0.04% of
  our operating income.

The following represents selected financial data for Sinergia:

  (In thousands of Mexican pesos of constant purchasing

  power as of December 31, 2004)

      Total assets

       Ps.       1,524

      Total liabilities

      278

      Stockholder’s equity

      1,246

      Results of operation

      Ps.     (2,243)

	Should you have any questions, please contact the undersigned
  at (52)55 52709312.

        Sincerely,

        Gustavo Campomanes M.