SecProbe.io

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Mail Stop 7010

      August 16, 2005

Via U.S. mail and facsimile

Mr. Eugenio Clariond Reyes
Chief Executive Officer, Grupo Imsa, S.A. de C.V.
Ave. Batallon de San Patricio No. 111, Piso 26
Fracc. Valle Oriente, San Pedro, Garza Garcia, N.L. 66269, Mexico

	RE:	Form 20-F for the fiscal year ended December 31, 2004
		Form 6-K filed July 28, 2005
			File No. 1-14544

Dear Mr. Reyes:

		We have reviewed these filings and have the following
comments.  If you disagree with a comment, 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
supplemental information so we may better understand your
disclosure.
After reviewing this information, we may or may not 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 on 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 for the Year Ended December 31, 2004

General
1. Where a comment below requests additional disclosures or other
revisions please show us in your supplemental response what the
revisions will look like.  These revisions should be included in
your
future filings.

Selected Financial Data, page 2

2. Please revise your table to include the U.S. GAAP earnings per
share as well as any other items required to be presented in
selected
financial data under Mexican GAAP if different on a U.S. GAAP
basis.
Please see the minutes to the AICPA International Practices Task
Force July 15, 2003 meeting, specifically Agenda Item 12.

Contractual Obligations and Commercial Commitments, page 43

3. Please revise your table of contractual cash obligations to
include the following:

* Estimated interest payments on your debt;
* Estimated payments under interest rate swap agreements; and
* Planned funding of pension and other postretirement benefit
obligations.

Because the table is aimed at increasing transparency of cash
flow,
we believe these payments should be included in the table.  Please
also disclose any assumptions you made to derive these amounts.
If
you choose not to include these payments, a footnote to the table
should clearly identify the excluded items and provide any
additional
information that is material to an understanding of your cash
requirements.

Critical Accounting Policies and Estimates, page 44

4. It is unclear why you believe that there are no critical
accounting policies and estimates that may have a material impact
your financial statements.  Significant estimates and assumptions
are
inherent in the preparation of financial statements in accordance
with U.S. GAAP and, as you state in Note 3(s), Mexican GAAP.
Please
revise or advise.

5. Your critical accounting policies and estimates section should
focus on those estimates that are critical to your consolidated
financial statements.  The discussion should include a discussion
of
the material assumptions you made in arriving at the critical
estimate and advise an investor of the financial statement impact
should actual results differ from your estimates.  Please refer to
SEC Interpretive Release No. 33-8350 and SEC Other Release No. 33-
8040, both of which you can find on our website at www.sec.gov.
Please identify all of your critical policies and estimates and
expand your discussion to address the following areas:

* Types of assumptions underlying the most significant and
subjective
estimates;
* Sensitivity of those estimates to deviations of actual results
from
management`s assumptions; and
* Circumstances that have resulted in revised assumptions in the
past.

Report of Independent Registered Public Accounting Firm, page F-1

6. Please note that the report you obtain from your independent
accountant should indicate the city and state where the report was
issued.

Independent Auditors` Report, page F-3

7. We note the reference to auditing standards generally accepted
in
the United States.  Please note that Auditing Standard 1 issued by
the PCAOB requires that auditors` reports issued or reissued after
May 24, 2004 state compliance with the "Standards of the Public
Company Accounting Oversight Board (United States)," rather than
U.S.
GAAS.

Note 3 - Significant Accounting Policies, page F-9

e. Inventories and Cost of Sales, page F-10

8. Please disclose the types of expenses that you include in the
cost
of sales and operating expense line items.  Please also disclose
whether you include inbound freight charges, purchasing and
receiving
costs, inspection costs, warehousing costs, internal transfer
costs,
and the other costs of your distribution network in the cost of
sales
line item.  With the exception of warehousing costs, if you
currently
exclude a portion of these costs from cost of sales, please
disclose:

* in a footnote the line items in which these costs are included
and
the amounts included in each line item for each period presented,
and

* in MD&A that your gross margins may not be comparable to those
of
other entities, since some entities include all of the costs
related
to their distribution network in cost of sales while others like
you
exclude a portion of them from gross margin, including them in the
operating expense line item.

Note 15 - Business Segment Data, page F-19

9. We note on page F-9 that financial statements and related notes
have been restated to reflect the effects of inflation.  It
appears
that some of the 2003 consolidated amounts on page F-19 have not
been
adjusted for inflation as they do not agree to the consolidated
financial statements.  Please advise or revise.

Note 17 - Differences Between Mexican and United States Accounting
Principles, page F-21

10. It is unclear whether you have presented the adjustments in
the
reconciliation of net income on a gross basis and reflected the
tax
effect of the adjustments in the deferred tax line item.  Please
present the reconciling items on a gross basis with the tax effect
of
reconciling items reflected in a separate line item.

Statement of Operations Data, page F-22

11. Please revise your tabular disclosure related to
proportionately
consolidated entities to include gross profit as required by Item
17(c)(2)(vii) of Form 20-F and Rule 1-02(bb)(1)(ii) of Regulation
S-
X.

J - Other Differences and Supplemental U.S. GAAP Disclosures, page
F-
28

(5) Statements of Comprehensive Income, page F-29

12. It is unclear whether the entire accumulated balance of other
comprehensive income is the result of holding nonmonetary assets.
If
not, please note that paragraph 26 of SFAS 130 requires that you
disclose each of the components of the accumulated balance of
other
comprehensive income.

Form 6-K filed July 28, 2005

13. Please note that Item 100 of Regulation G requires that your
presentation of the non-GAAP measure EBITDA be accompanied by a
quantitative reconciliation to the most comparable GAAP measure,
which for a liquidity measure would be cash provided by operating
activities.  Please revise accordingly.

*    *    *    *

		Please respond to these comments within 10 business
days,
or tell us when you will provide us with a response.  Please
provide
us with a supplemental response letter that keys your responses to
our comments and provides any requested supplemental information.
Detailed letters greatly facilitate our review.  Please file your
supplemental response on EDGAR as a correspondence file.  Please
understand that we may have additional comments after reviewing
your
responses to our comments.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed 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.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:
* the company is responsible for the adequacy and accuracy of the
disclosure in their filings;
* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and
* the company may not assert staff comments 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 our review of your filing or in
response to our comments on your filing.

      If you have any questions regarding these comments, please
direct them to Marie Trimeloni, Staff Accountant, at (202) 551-
3734
or, in her absence, to Scott Watkinson, Review Accountant, at
(202)
551-3741.

							Sincerely,

							Rufus Decker
							Accounting Branch Chief

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Mr. Eugenio Clariond Reyes
August 16, 2005
Page 5 of 5

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

         DIVISION OF
CORPORATION FINANCE

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