SecProbe.io

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

       DIVISION OF
CORPORATION FINANCE

MAIL STOP 7010
         November 22, 2006

Luis García Limón
Director and Chief Executive Officer
Grupo Simec, S.A.B. de C.V.
Calzada Lazaro Cardenas 601
Colonia La Nogalera, Guadalajara,
Jalisco, Mexico 44440
(5233) 1057-5757

RE: Grupo Simec, S.A.B. de C.V.
Registration Statement on Form F-1
 File No. 333-138239
 Filed: October 26, 2006
 Form 20-F for the Period Ended December 31, 2005

Dear Mr. García Limón:

We have reviewed your filings and have th e following comments.  Where indicated, we
think you should revise your documents in response  to these comments.  If you disagree, we will
consider your explanation as to why our commen t is inapplicable or a revision is unnecessary.
Please be as detailed as necessa ry 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 re view process is to assist you in your
compliance with the applicable disclosure requir ements 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 fr ee to call us at the
telephone numbers listed at the end of this letter.

General

1. Please confirm that any preliminary prospectus  you circulate will include all non-Rule 430A
information.  This includes the price range and related information based on a bona fide
estimate of the public offering within that range .  When you complete the filing by filling in
the numerous blanks, note that we may have additional comments.

Luis García Limón
Grupo Simec, S.A.B. de C.V.
Page 2 of 10
2. Prior to the effectiveness of your  registration statement, please pr ovide us with a copy of the
letter or call from the NASD  indicating that the NASD has no objection to the underwriting
compensation described in the filing.

3. We note that you have yet to file several exhibits.  Please file these exhibits as soon as possible in order to give the st aff adequate time to review them.  Note that we may have
comments after we review these materials.

4. Please provide us with copies of any gra phics or photos you intend to include in your
prospectus.  Understand that we will review these materi als and may have comments on
them.

5. We note your recent release of financial re sults for the period ended September 30, 2006.
Please update your filing to include these recent results.

6. We note that you refer to independent and/or other specialists thr oughout the filing, including
the notes to your financial statements.  It appe ars to us that you should either identify each
expert you refer to or delete your reference to  them.  We remind you that if you identify and
refer to an expert, you must file  their consent as an exhibit.   Refer to Section 436(b) of
Regulation C.

Prospectus Cover Page

7. Please include a price range as soon as practicable and allow us  adequate time to review the
filing with the price range before  requesting effectiveness.  Al so, please indicate the number
of shares offered and other information left blank in your prospectus.  Please refer to
Instruction 1 to Item 501(b)(3) of Regulation S-K.  In addi tion, please be advised that you
may not circulate copies of your prospectus until you have included an estimated price range
and all other information required by the fede ral securities laws, ex cept information you may
exclude in reliance upon Rule 430A of Regulation C.

Summary, page 1

8. Ensure that the information you include in your summary and elsewhere is  balanced.  To the
extent that you continue to cite competitive st rengths, please review each one and revise as
necessary to provide balancing information.

9. Please revise to explain here what “special bar quality” means.

Summary Consolidated Fina ncial Information, page 8

10. We note that you have translated peso amounts into U.S. dollars for the convenience of the
reader using exchange rates as of June 30, 2006 and December 31, 2005.  It appears to us all
convenience translations should be  based on the exchange rate as  of the most recent balance

Luis García Limón
Grupo Simec, S.A.B. de C.V.
Page 3 of 10
sheet date included in your fili ng pursuant to Rule 3-20(b) of Regulation S-X.  Please advise
or revise here and throughout your filing.

11. We note that you present EBITDA as a key fina ncial measure here and on pages 12, 38 and
42.  It is not clear to us th at your current presentation comp lies with the guidance in SEC
Release No. 33-8176.  In this regard, it is unclear to us why you believe that the presentation
of EBITDA provides useful info rmation to investors regardin g your financial condition and
results of operations.  In addition, we note that you have reconciled EBITDA to operating
income under Mexican GAAP.  However, we also note your references to net income, net
cash flow from operating activitie s and net cash flow from inves ting and financing activities.
It is therefore unclear to us what you view to be the most directly comparable financial
measure to EBITDA.  Please revise as appropr iate.  If you continue to include EBITDA,
please ensure that your revised disclosures:
• Include a reconciliation to the most directly comparable financial measure, which appears
to be net income;
• Exclude any items that are not inherent in  the definition of EBITDA or re-name the
measure you present; and
• Specifically address the limits involved in ex cluding recurring items from a measure that
is presented as a performance measure.

Risk Factor, page 14

12. Please include a risk factor that addresses the risks related to the disclosure requirements
applicable to foreign private issuers versus dom estic issuers.  For instance, address the fact
that you are not required to f ile quarterly reports.

“The operation of our facilities depends on good labor relations with our employees. Labor
disruptions, strikes or significant nego tiated wage increases could reduce…,” page 16

13. In order to make this risk factor more curren tly material, please briefly disclose any recent
significant labor disruptions.

“If we are unable to obtain or maintain qual ity and environmental m anagement certifications ...”
page 18

14. We note that all of the facilities that sell to automotive parts customers are currently ISO
9001 or 14001 certified, as required and that you are currently in comp liance with the new
certification standards.  Please revise to elabor ate on this reasons that this risk factor is
currently material or delete it.

“We depend on our senior management and their unique knowledge of our business and of the
SBQ industry…,” page 19

15. Since all companies rely on their key personnel, clearly explain how this specific risk applies
to your company.

Luis García Limón
Grupo Simec, S.A.B. de C.V.
Page 4 of 10

Use of Proceeds, page 26

16. We note that you plan to use the proceed s for general corporate purposes, including
investments in fixed assets and potential acquisitions.  As a pplicable, please disclose the
information required by Item 3.C.1, 2, and 3 of Form 20-F.

Capitalization, page 27

17. Please remove "cash and cash equivalents" from the capitalization table.

Management’s Discussion and Analysis of Financ ial Condition and Results of Operations, page
43

Overview, page 43

18. Please revise this section to  provide discussion and analys is of known trends, demands,
commitments, events and uncertainties that management views as most critical to the company’s revenues, financial position, liqui dity, plan of operations and results of
operations; rather than a mere narrative recitatio n of the financial statements. Please refer to
the Commission Guidance Regarding Management ’s Discussion and Analysis of Financial
Condition and Results of Operations, Release Nos. 33-8350 (December 19, 2003).

Direct Cost of Sales, page 45

19. Disclose the difference between the average labor costs and raw ma terials costs in your
Mexican versus your U.S. operations.

Marginal Profit, page 45

20. Please discuss in greater detail  the reasons for the higher pric es prevailing in the Mexican
steel markets.

Indirect Manufacturing, Selling, General and Administrative Expenses, page 45

21. Please state with more specificity what the ad ditional expenses from your Republic facilities
were.

“Other Income…”, page 46

22. Please disclose what your other income re flected in the six months ended June 30, 2006
versus the same period in 2005 as wells as the reasons for the changes from period to period.

Luis García Limón
Grupo Simec, S.A.B. de C.V.
Page 5 of 10
Comparison of Years Ended December 31, 2005, 2004 and 2003, page 47

23. Please discus the extent to which you were ab le to pass on your raw materials costs to
customers.   We note that a portion of your ma rginal profit was negativ ely impacted by these
increases.

Capitalization, page 50

24. Please update your capitalization table as of a date no earlier than 60 days prior to the date of
the registration statement.  Please refer to Item 3.B of Form 20-F.

Liquidity and Capital Resources, page 50

25. Please disclose the material restrict ive covenants on the GE Facility.

Business, page 59

Competition, page 75

26. We note that you believe that the geographic lo cations of your various facilities throughout
Mexico and product variety helps you to main tain a competitive market position in Mexico
and in the southwestern United States and that you believe your Mexicali mini-mill is one of
the closest mini-mills to the southern California market, which provides a production and transportation cost advantage in northwestern Mexico and southern California.  Please place
this fact in context by disclosing, to the extent known, the ot her steel producers that are
similarly situated geographically.  Among your competitors, how unique is your position?

27. We note that you believe that you are the sole  Mexican producer of 5 inch, 6 inch and 200
mm I-beams and that there is one other small pr oducer of 4-inch I-beams and that these
products accounted for approximately 10%, and 5% of your total finished product sales in
2004 and 2005, respectively.  Please disclose the percentage of revenue derived from these
products and the extent to which you face inte rnational competition for these products.

Environmental Matters, page 81

28. Please disclose any material expenditure ma de for environmental compliance or other
governmental regulation.  Refer to  Item 4.B.8 of Form 20-F.

Shareholder Suits, page 105

29. Please revise to explain more fully the shar eholders’ rights to bri ng actions against the
directors.  For example, is there a length of time that the shareholder must have held shares
prior to instituting an action?  Also, please revise to give mo re details as to notification
requirements.  We note the stat ute of limitation disclosure.

Luis García Limón
Grupo Simec, S.A.B. de C.V.
Page 6 of 10
Underwriting, page 118

30. Please state the address for your underwriter.  Refer to Item 9.B.1 of Form 20-F.

31. Please disclose the circumstances under which Citigroup would consent to release the lock-ups.

32. Please tell us how and when the underwriter may decide to change the offering price after the
offering.  We may have further comment.

Where You Can Find Additional Information, page 124

33. We note your statement that each statement in th is prospectus relating to a document filed as
an exhibit is qualified in all re spects by the filed exhibit and that each statement regarding a
contract, agreement or other doc ument is qualified in its entirety by reference to the actual
document.  Please disclose that all material prov isions of the contract or other documents are
discussed in the prospectus.

Description of American Depositary Receipts

Fees and expenses, page 110

34. Please disclose any payments from the depositary bank to Grupo Simec, including whether any of the fees collected by the depositary bank will be forwarded to the issuer. Also, explain
how the fees will be collected a nd any consequence of non-payment.

Audited Consolidated Financial Statements for the fiscal year ended December 31, 2005

Summary of Significant Accounting Policies, page F-10
(c) Basis of translation of financial stat ements of foreign subsidiaries, page F-12

35. Please tell us how you determined that SimRep is a foreign entity for translation purposes while Pacific Steel and Undershaft  Investments are considered an integral part of operations.

Note 12. Income Tax, Asset Tax and Employee Profit Sharing and Tax Loss Carryforwards,
page F-28

36. Please provide us a more comprehensive and specific explanation of the adjustments to
income tax expense resulting from the treatmen t of your inventory and the reference to note
13c.

Luis García Limón
Grupo Simec, S.A.B. de C.V.
Page 7 of 10
Note 19. Differences between Mexican and Un ited States accounting principles, page F-41
General

37. We note that you acquired 50.2% of SimRep Corporation and that your controlling
shareholder acquired the remaining 49.8%.  Pleas e explain your rights and your controlling
shareholders rights regarding your  interest and their interest.  Please disclose why you and
your controlling shareholder structured the acqui sition in this manner and address the impact
of this structure on your accounting.  In addi tion, please tell us the amount of negative
goodwill that was allocated proportionately to all non-current assets and explain the facts and
circumstances that resulted in the negative goodwill.

38. We note that, under Mexican GAAP, you deduct frei ght expenses from net sales.  Please
clarify how you have considered paragraphs 6 and 7 of EITF 00-10 which would require
shipping and handling costs to be classified as an expense and provide any additional disclosures that are necessary to comply with U.S. GAAP.

39. We note from your disclosure on page 74 that  customer orders are generally cancelable
without penalty.  Please tell us what, if any, impact this arrangement has on your revenue
recognition policy.  In addition, pl ease tell us what impact cancelled orders may have on the
valuation of the associated inventory.

40. We note from your disclosure on page F-36 th at, if you fail to comply with your supply
agreements, customers have the right to reject an d/or return the merchandise.  Please tell us
what consideration you have given to how this right of return should be accounted for under
U.S. GAAP.

41. Please tell us what consideration you gave  to how the items included in your other
income/expense would be classified for under U.S. GAAP.

42. We note from your disclosure on page F-19 that you have contingent re venues, earnings and
assets.  Please provide us with a specific a nd comprehensive descrip tion of the nature of
these balances.  In addition, please tell us what consideration you have given to how these balances should be accounted for under U.S. GAAP.

43. Please tell us if, for U.S. GAAP purposes, the geographic regions of Mexico and the United
States represent separate opera ting segments that you aggregate into one reportable segment.
If they do, please provide us an analysis of  how you considered paragraph 17 of SFAS 131
when you determined it was appropriate to a ggregate your operating segments.  In this
regard, please ensure that you address the differe nt economic characteristics of each region.
To help us better understand this matter, please pr ovide us with copies of the internal reports
that are reviewed by your Chief Operating Decision Maker (CODM).

44. Tell us how you have considered paragraph 37 of SFAS 131 in determining whether you
should provide specific disclosures about you