SecProbe.io

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-4631

       DIVISION OF
CORPORATION FINANCE

 Mail Stop 4631
November 19, 2009
 Mr. Jose Flores Flores Group Simec, Inc. Calzada Lazaro Cardenas 601 Colonia La Nogalera, Guadalajara Jalisco, Mexico 44440
 RE: Group Simec, Inc.
Form 20-F for the fiscal year ended December 31, 2008
  Filed July 20, 2009
File # 1-11176

Dear Mr. Flores:
We have reviewed your response letter  dated October 16, 2009 and have the
following additional comments.  If you disagree , we will consider your explanation as to
why our comment is inapplicable.  In some of our comments, we may ask you to provide
us with supplemental information so we ma y better understand your disclosure.  After
reviewing this information, we may or may not raise additional comments.
 Form 20-F for the fiscal year ended December 31, 2008

 Critical Accounting Policies, page 58

1. We note your response to our prior comment  three.  To the extent that your
reporting unit has an estimated fair value th at is not substantially in excess of its
carrying value, please provide the following disclosures:
• The percentage by which fair value ex ceeds carrying value as of the most-
recent step-one test.
• A discussion of any uncertainties associated with each key assumptions
• A discussion of any potential events, tr ends and/or circumstances that could
have a negative effect on estimated fair value.
If you have determined that estimated fa ir value substantially exceeds carrying
values for your reporting unit,  please disclose that determination.  Refer to Item
303 of Regulation S-K and Sections 216 and 501.14 of the Financial Reporting
Codification for guidance.

Mr. Jose Flores Flores
Group Simec, Inc. November 19, 2009 Page 2   Item 15. Controls and Procedures, page 99

2. We note your response to comment four in our letter dated September 8, 2009.
Please revise to briefly explain the reason why your princi pal executive and
financial officers concluded th at your disclosure controls  and procedures were not
effective.

D. Changes in Internal Control Over Financial Reporting, page 102
3. We note your response to comment seve n in our letter dated September 8, 2009
and reissue this comment.  In this re gard, we note that you must affirmatively
state whether there were changes in your internal control over financial reporting
that occurred during the fiscal year that have materially affected or are reasonably
likely to materially affect, your inte rnal control over financial reporting.

Statement of cash flows, page F-49
4. We note your response to our prior comment  12.  It appears that it may be more
appropriate to revise future filings incl ude changes in your long-term inventory in
operating cash flows.

*    *    *    *

As appropriate, please respond to these co mments within 10 business days or tell
us when you will provide us with a response.  Please furnish a letter that keys your
responses to our comments and provides any requested supplemental information.
Detailed response letters  greatly facilitate our  review.  Please file your response letter on
EDGAR.  Please understand that we may have additional comments after reviewing your
responses to our comments.
If you have any questions regarding co mments on the financial statements and
related matters, please direct them to Tr icia Armelin, Staff Accountant, at (202) 551-
3747, Anne McConnell, Senior Staff Accountant,  at (202) 551-3709 or, in their absence,
to the undersigned at (202) 551-3768.  Please cont act Dorine Miller, Financial Analyst, at
(202) 551-3711 or, in her absence, Andrew Schoeffler, Staff Attorn ey, at (202) 551-3748
with any other questions.          S i n c e r e l y ,            John Cash        A c c o u n t i n g  B r a n c h  C h i e f