SecProbe.io

November 17, 2025
Mario Moreno Cortez
Finance Coordinator
GRUPO SIMEC, S.A.B. de C.V.
Calzada Lázaro Cárdenas 601
Colonia La Nogalera
Guadalajara , Jalisco
México 44440
Re:GRUPO SIMEC, S.A.B. de C.V.
Form 20-F for Fiscal Year Ended December 31, 2024
File No. 001-11176
Dear Mario Moreno Cortez:
            We have completed our review of your filing. We remind you that the company and
its management are responsible for the accuracy and adequacy of their disclosures,
notwithstanding any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

CORRESP
1
filename1.htm

October 1, 2025

VIA EDGAR TRANSMISSION

Ms. Mindy Hooker

Ms. Anne McConnell

Division of Corporation Finance

Office of Manufacturing

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

    Re:
    GRUPO SIMEC, S.A.B. de C.V.

    Form 20-F for the Fiscal Year Ended December 31, 2024

    Filed May 15, 2025

    File No. 001-11176

Dear Ms. Hooker and Ms. McConnell:

By letter dated August 19,
2025, the staff of the Division of Corporation Finance (the “Staff”) of the U.S. Securities and Exchange Commission
(the “Commission”) provided certain comments (the “Staff Letter”) on the annual report on Form
20-F of Grupo Simec, S.A.B. de C.V. (the “Company”) for the fiscal year ended December 31, 2024 (the “Form
20-F”). On September 3, 2025, the Company submitted through EDGAR a response to the Staff Letter (the “Response Letter”)
addressing and providing responses to each of the questions and items raised by the Staff. On September. By letter dated September 17,
2025 the Staff provided additional comments to the Response Letter and requested additional information. This letter sets forth our responses
to those comments. For your convenience, we have reproduced the Staff’s comments below in bold italics and have provided the Company’s
responses immediately following each comment.

Comment 1:

Form 20-F. Item 5. Operating and
Financial Review and Prospects, page 41

 1. We have read your
                                            response to prior comment 4. Based on the exchange gains and losses recorded during the periods
                                            presented and disclosures in note 23 regarding your net monetary position in foreign currency,
                                            please address the following items.

 ● Tell
                                            us where and how exchange gains and losses are presented in your statements of cash flows.

 ● Tell
                                            us how you determined amounts identified as “Effects of exchange rate changes on the
                                            balance of cash and cash equivalents held in foreign currencies” presented in your
                                            statements of cash flows, including if and how the amounts relate to the exchange gains and
                                            losses recorded. In this regard, we note the apparent significance of cash and cash equivalents
                                            to the net monetary asset position in foreign currency.

 Response:

As noted in our previous
response, accounts denominated in currencies other than the Company’s functional currency are initially recorded at the exchange
rate in effect on the transaction date. Monetary assets and liabilities are subsequently valued at the closing exchange rate at each
month-end, and the resulting differences are recognized in the results of the period. These exchange differences may result in either
a gain or a loss, depending on the underlying position. Monetary assets and liabilities as of the end of each period reflect the prevailing
exchange rate at that date. These foreign exchange gains and losses are included within the net income of the year, and therefore are
implicitly considered in the consolidated statement of cash flows under the indirect method.

In preparing the consolidated
statement of cash flows in accordance with IAS 7, the Company applies the indirect method, beginning with net income, which already incorporates
foreign exchange gains and losses. The reconciliation then reflects the period-over-period changes in monetary accounts, which indicate
actual cash inflows or outflows. Because monetary assets and liabilities are remeasured at each month-end using the closing exchange
rate, the balances at year-end are updated to the prevailing exchange rate as of that date.

In response to the second
item in the Staff’s comments, certain items within cash and cash equivalents show foreign exchange differences between the opening
and closing balances of the year. These differences arise from the application of different exchange rates in the conversion of the financial
statements, in accordance with IFRS IAS 21 (Effects of Changes in Foreign Exchange Rates), which requires the use of the closing
exchange rate to value balances denominated in foreign currency at the end of the period.

 2. We have read your
                                            response to prior comment 5. Please more fully address the following items.

 ● You
                                            state idle assets are accounted for in accordance with IAS 16. Tell us, and revise future
                                            filings to clarify, if idle assets are being depreciated and, if not, explain to us how you
                                            considered the guidance in paragraph 55 of IAS 16.

 ● You
                                            state you engaged an appraiser to determine the fair value of Republic Steel’s assets
                                            for the purposes of assessing potential impairment under IAS 36 and that no impairment was
                                            identified in 2024. Based the lack of cash flows related to the assets, tell us, and revise
                                            future filings to clarify, how estimated fair value was determined, including the amount
                                            or percentage by which estimated fair value exceeds carrying value.

 ● You
                                            state “As of December 31, 2024, a portion of Republic Steel’s inventory consisted
                                            of steel products that, if sold at current market prices, would generate a loss; therefore,
                                            this inventory remains unsold”. Your statement appears to indicate the carrying value
                                            of inventory may be greater than its net realizable value. Tell us, and disclose in future
                                            filings, the amount of the loss and explain to us how you determined US inventory, including
                                            coke inventory, is appropriately recorded at the lower of cost or net realizable value at
                                            December 31, 2024 as required by IAS 2.

Response:

Idle assets are being depreciated
in accordance with paragraph 55 of IAS 16, the Company continues to depreciate these idle assets because management has not yet determined
that they are to be permanently withdrawn from use. Accordingly, the assets are depreciated over their remaining useful lives despite
being inactive. The Company intends to maintain this accounting treatment in future filings unless management’s plans regarding
these assets change.

The table below presents
a comparative summary of the carrying values and appraised fair values of the Company’s property, plant and equipment as of December
31, 2023 and 2024. All figures are in thousands of U.S. dollars and are based on values determined by an independent appraiser:

    Year
    Carrying Value
    Fair Value;

    Land &

    Buildings
    Fair Value;

    Machinery &

    Equipment
    Total

    Fair Value
    Excess

    Fair Value
    % Excess over

    Carrying

    Value

    2023
    $ 152,167
    $ 100,395
    $ 322,987
    $ 423,382
    $ 271,215
      178 %

    2024
    $ 142,775
    $ 100,395
    $ 322,987
    $ 423,382
    $ 280,607
      197 %

The fair values were determined
in February 2024 and correspond to the condition of the assets as of December 31, 2023. The appraised values for land and buildings generally
reflect assumed marketing and exposure periods ranging from 12 to 18 months. Future filings will be revised to include a summary of this
analysis and additional context for how the fair values were determined.

In response to the third
item in the Staff’s comments, the Company notes that, for coke inventory, the value determined by an independent appraiser, based
on a gross orderly liquidation analysis, was $68,975 thousand, compared to a cost basis of $112,613 thousand. As a result, the coke inventory
was recorded at Ps. 1,415 million, equivalent to $528 per metric ton.

For the remaining inventory
items, the Company performed a product-by-product analysis. When the cost of a given item was determined to exceed its net realizable
value, an adjustment was recorded to reduce the carrying amount. For 2024, this adjustment totaled $35,840 thousand.

Based on current market prices
and the low turnover of certain inventory items, the Company anticipates that additional write-downs may be required as of the end of
fiscal year 2025.

    3

Comment 2:

Form 20-F. Item 15. Controls
and Procedures, page 92

As requested in prior comment
6, please amend your Form 20-F for the year ended December 31, 2024 to disclose the conclusions of your principal executive and principal
financial officers regarding the effectiveness of disclosure controls and procedures as of the end of the period covered by the report
as required by Item 15(a) of Form 20-F.

Response:

The Company acknowledges
the Staff’s comment and has amended its Form 20-F for the year ended December 31, 2024 to include separate conclusions of its principal
executive officer and principal financial officer regarding the effectiveness of (i) disclosure controls and procedures and (ii) internal
control over financial reporting, as of the end of the period covered by the report, as required by Item 15(a) of Form 20-F. The amended
Form 20-F is being filed concurrently with this response letter.

Comment 3:

Form 20-F. Item 18. Consolidated Financial Statements

22. Other income (expenses),
net, page F-35

As requested in prior comment
7, please explain to us the specific nature of amounts identified as Republic and GV “account debugging”. In the event account
debugging represents revisions or error corrections, please tell us how you considered the guidance in IAS 8 and how you considered the
items in your control assessments.

Response:

With respect to the amount
of Ps. 105,227 thousand disclosed in Note 22 of the financial statements, which corresponds to Republic Steel, we note that Ps. 2,127
thousand relates to the item identified as “account debugging.” This amount did not involve revisions or corrections of errors
under IAS 8, as it was only relatively significant. The remaining balance primarily consists of various income items, including proceeds
from the sale of machinery and equipment, reimbursements related to electricity charges, tax refunds, insurance reimbursements related
to employee coverage, and supplier claims for breach of contract, among other items. All such items relate to 2024.

With respect to the amount
of Ps. 288,232 thousand disclosed in Note 22 of the financial statements, which corresponds to GV do Brazil, we note that this amount
is composed of certain non-operating income items, but primarily reflects adjustments to provisions for other taxes and the cancellation
of reserves and provisions for contingencies. The adjusted items relate to estimates which, in accordance with IAS 8, are revised prospectively,
recognizing the effect in the current period and, if applicable, in future periods.

* * * * *

    5

The Company acknowledges
that it is responsible for the adequacy and accuracy of the disclosure in the 20-F and that the Staff’s comments or changes to
disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the filing.

If you have any questions
or require any additional information with respect to the above, please do not hesitate to contact me at +52 33 3770 6700 or Manuel Silva
of Cleary Gottlieb Steen & Hamilton LLP at + 212 225 2293.

    Sincerely,

    /s/ Mario Moreno Cortez

    Mario Moreno Cortez

    Finance Coordinator

cc: Manuel Silva

  Cleary Gottlieb Steen & Hamilton LLP

    6

September 17, 2025
Mario Moreno Cortez
Finance Coordinator
GRUPO SIMEC, S.A.B. de C.V.
Calzada Lázaro Cárdenas 601
Colonia La Nogalera
Guadalajara , Jalisco
México 44440
Re:GRUPO SIMEC, S.A.B. de C.V.
Form 20-F for Fiscal Year Ended December 31, 2024
Response dated September 3, 2025
File No. 001-11176
Dear Mario Moreno Cortez:
            We have reviewed your September 3, 2025 response to our comment letter and have
the following comments.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Unless we note otherwise, any references to prior comments are to comments in our August
19, 2025 letter.
Form 20-F for Fiscal Year Ended December 31, 2024
Item 5. Operating and Financial Review and Prospects, page 41
We have read your response to prior comment 4.  Based on the exchange gains and
losses recorded during the periods presented and disclosures in note 23 regarding your
net monetary position in foreign currency, please address the following items.
•Tell us where and how exchange gains and losses are presented in your statements
of cash flows.
Tell us how you determined amounts identified as “Effects of exchange rate
changes on the balance of cash and cash equivalents held in foreign currencies”
presented in your statements of cash flows, including if and how the amounts
relate to the exchange gains and losses recorded.  In this regard, we note the •1.

September 17, 2025
Page 2
apparent significance of cash and cash equivalents to the net monetary asset
position in foreign currency.
2.We have read your response to prior comment 5.  Please more fully address the
following items.
•You state idle assets are accounted for in accordance with IAS 16.  Tell us, and
revise future filings to clarify, if idle assets are being depreciated and, if not,
explain to us how you considered the guidance in paragraph 55 of IAS 16.
•You state you engaged an appraiser to determine the fair value of Republic Steel's
assets for the purposes of assessing potential impairment under IAS 36 and that no
impairment was identified in 2024.  Based the lack of cash flows related to
the assets, tell us, and revise future filings to clarify, how estimated fair value was
determined, including the amount or percentage by which estimated fair value
exceeds carrying value.
•You state "As of December 31, 2024, a portion of Republic Steel's inventory
consisted of steel products that, if sold at current market prices, would generate a
loss; therefore, this inventory remains unsold".  Your statement appears to
indicate the carrying value of inventory may be greater than its net realizable
value.  Tell us, and disclose in future filings, the amount of the loss and explain to
us how you determined US inventory, including coke inventory, is appropriately
recorded at the lower of cost or net realizable value at December 31, 2024 as
required by IAS 2.
Item 15. Controls and Procedures, page 92
3.As requested in prior comment 6, please amend your Form 20-F for the year ended
December 31, 2024 to disclose the conclusions of your principal executive and
principal financial officers regarding the effectiveness of disclosure controls and
procedures as of the end of the period covered by the report as required by Item
15(a) of Form 20-F.
Item 18. Consolidated Financial Statements
22. Other income (expenses), net, page F-35
4.As requested in prior comment 7, please explain to us the specific nature of amounts
identified as Republic and GV "account debugging".  In the event account debugging
represents revisions or error corrections, please tell us how you considered the
guidance in IAS 8 and how you considered the items in your control assessments.
            Please contact Mindy Hooker at 202-551-3732 or Anne McConnell at 202-551-3709
if you have questions regarding comments on the financial statements and related matters.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

CORRESP
1
filename1.htm

September 3, 2025

VIA EDGAR TRANSMISSION

Ms. Mindy Hooker

Ms. Anne McConnell

Division of Corporation Finance

Office of Manufacturing

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

 Re: GRUPO SIMEC, S.A.B. de C.V.

Form 20-F for the Fiscal Year Ended December 31, 2024

Filed May 15, 2025

File No. 001-11176

Dear Ms. Hooker and Ms. McConnell:

By letter dated August 19,
2025, the staff of the Division of Corporation Finance (the “Staff”) of the U.S. Securities and Exchange Commission
(the “Commission”) provided certain comments on the annual report on Form 20-F of Grupo Simec, S.A.B. de C.V. (the
“Company”) for the fiscal year ended December 31, 2024 (the “Form 20-F”). This letter sets forth
our responses to those comments. For your convenience, we have reproduced the Staff’s comments below in bold italics and have provided
the Company’s responses immediately following each comment.

Comment 1:

Form 20-F. Item 5. Operating and
Financial Review and Prospects, page 41

Please revise the financial and
other data presented in tabular formats in future filings to read consistently in the same chronological order throughout your filing.
Similarly, please also present numerical data in narrative disclosures consistently ordered throughout your filing. In this regard, we
note certain financial and other data in Item 5 is presented with the oldest period first and the consolidated financial statements are
presented with the most recent period first. Refer to SAB Topic 11:E.

Response:

The Company takes
note of the Staff’s comment and will revise its future Form 20-F filings to ensure consistent presentation of data in both tabular
and narrative formats.

Comment 2:

Form 20-F. Item 5. Operating and
Financial Review and Prospects, page 41

Please revise future filings to
ensure you provide updated and accurate disclosures that are consistent with information in your annual report filed in Mexico. We note,
for example, that energy cost disclosures on page 44 indicate an unusual decrease in the most recent period and the assumptions in the
valuation models of the San Luis reporting unit on page 60 seem to pertain to the prior year. Both examples appear to be inconsistent
with similar disclosures in your annual report filed in Mexico. Please be aware that these examples are not an exhaustive list, and you
should review all your disclosures to ensure they are updated and accurate and align with other public filings made by the company.

Response:

The Company takes
note of the Staff’s comment and will revise its disclosures in future Form 20-F filings to ensure consistency with its annual report
filed in Mexico.

Comment 3:

Form 20-F. Item 5. Operating and
Financial Review and Prospects, page 41

We noted numerous inconsistencies
and misstatements throughout your filing, for example:

 ● certain Sales Volume, Price and Cost Data 2024 related to the Republic facilities for 2024 on page
42 do not appear to be accurate;

 ● the tabular presentation of results by segment for 2024 on page 45 does not depict total gross profit
correctly;

 ● discussions of cost of sales on pages 47 and 50 imply costs at the Republic facilities increased
when they actually decreased;

 ● a discussion that other expense was recorded in 2024 and other income was recorded in 2023 does
not reconcile with the financial statements;

 ● discussions of a foreign exchange provision in 2024, and a foreign exchange loss in 2024, do not
reconcile with the foreign exchange gain in 2024 in the financial statements;

 ● discussions that state amounts increased when they actually decreased and/or that amounts decreased
when they actually increased; and

 ● discussions of consolidated information and segment information for certain periods included more
than once and/or included out of order.

Please be aware these examples
are not an exhaustive list, and you should review all disclosures in future filings to ensure they are accurate.

Response:

The Company takes
note of the Staff’s comment and will revise its future Form 20-F filings to correct the noted inconsistencies and misstatements
and ensure accuracy throughout.

Comment 4:

Form 20-F. Item 5. Operating and
Financial Review and Prospects, page 41

Please more fully explain
to us and revise future filings to address the following items.

 ● Explain the specific reasons for the declines in product volumes during the periods presented and
address the factors impacting this trend.

 ● Explain how the exchange gains and losses are determined for each period, including the assets,
liabilities and/or transactions they relate to, and explain the reasons for changes in such amounts during the periods presented.

 ● Explain the reasons for the decrease in the effective income tax rate for FY 24 and clarify whether
you anticipate the decrease is indicative of a trend in future effective income tax rates. Refer to Item 5 of Form 20-F.

Response:

The Company takes
note of the Staff’s comment and provides the following explanations, which will also be reflected in expanded disclosures in future
Form 20-F filings.

    2

Product volumes.
Our production volumes are closely tied to the performance of the Mexican economy, as our products are used in the automotive, construction,
manufacturing, and related industries. The decline in production volumes in recent years reflects a recession in the Mexican steel industry,
combined with demand fluctuations across these end-use sectors. According to data published by the Mexican National Institute of Statistics
and Geography (Instituto Nacional de Estadística y Geografía, or INEGI), the average monthly production value
(in millions of pesos) in the following years was:

 ● 2022: Ps. 28,584 million

 ● 2023: Ps. 20,290 million

 ● 2024: Ps. 11,725 million

Since 2021, production
has since declined significantly. This was due to (i) reduced domestic demand from construction, automotive, and manufacturing sectors,
which were impacted by economic uncertainty, inflation, and adjustments in public and private spending, and (ii) a slowdown in global
economic activity, which negatively affected exports.

Foreign exchange
gains and losses. Transactions denominated in currencies other than the Company’s functional currency are recognized using exchange
rates in effect on the dates of the transactions. At the end of each reporting period, monetary items denominated in foreign currency
are retranslated at the closing exchange rate, with the resulting differences recognized in profit or loss. The Company maintains a net
monetary asset position in foreign currency, so fluctuations in the Mexican peso/U.S. dollar exchange rate materially affect the recognition
of exchange gains and losses. As published by the Mexican Central Bank (Banco de México), the Mexican peso/U.S. dollar exchange
rates per U.S.$1.00 at December 31 of each year were:

 ● 2022: Ps. 19.36

 ● 2023: Ps. 16.89

 ● 2024: Ps. 20.51

These changes in
exchange rates explain the variability in the Company’s reported foreign exchange gains and losses across the periods presented.

Effective tax
rate. The decrease in the Company’s effective income tax rate for 2024 was primarily due to foreign currency conversion effects
related to U.S. dollar-denominated investments. In 2024, the Mexican peso appreciated by Ps. 3.62 per U.S. dollar, generating a financial
gain that, under Mexican tax law, does not have tax consequences. This nontaxable gain significantly reduced the effective tax rate for
the period. The Company will revise its disclosures in future Form 20-F filings to include additional discussion of these effects and
to clarify that the 2024 reduction is not necessarily indicative of a trend in future effective tax rates.

    3

Comment 5:

Form 20-F. Item 5. Operating
and Financial Review and Prospects, page 59

We have the following comments
regarding the cessation of operations at Republic Steel and the related disclosures beginning on page 59. Please tell us and revise future
filings to clarify the following items.

 ● Explain your current intentions regarding Republic Steel and its remaining assets.

 ● Explain how you are accounting for Republic Steel’s assets since you ceased operations. Refer to
IFRS 5 and IAS 16.

 ● In the third paragraph on page 59, you quantify assets related to the Lorain, Ohio facility for
the years 2022, 2021 and 2020. Quantify amounts related to the current periods presented.

 ● In the fourth paragraph on page 59, we note you “performed an analysis of the fair value of
the four facilities (Canton, Solon, Massillon and Lackawanna) and determined net book value exceeded fair value by approximately U.S.
$130.7 million (Ps. 2,701 million) and as such recognized an asset impairment of this amount during the year ended December 31, 2015”.
This disclosure appears to relate to the Lorain facility impairment analysis described in the preceding paragraph. Tell us and revise
future disclosures to clearly indicate the results of the impairment analyses performed on your U.S. facilities in 2023 and indicate whether
you performed impairment analyses on any or all of Republic Steel’s assets in 2024. If so, explain the results. If not, explain why not.

 ● You indicate the existing inventory balance related to Republic Steel’s facilities is Ps. 5,796,451
(Ps. 4,496,211 in short-term and Ps. 1,300,240 in long-term) and that you have physical coke inventory of Ps. 1,414,703 at December 31,
2024 at these facilities. Explain why the physical coke inventory balance is greater than the long-term inventory balance. Also, provide
us an analysis of Republic Steel’s inventory balance by type as of December 31, 2024, explain how you determined carrying value was less
than NRV as of December 31, 2024, and explain why this inventory remains unsold.

 ● We noted numerous references to valuations performed by “an expert in the field”. Explain
your consideration of identifying the expert and filing their valuation report as an exhibit given your apparent reliance on it.

Response:

The Company takes
note of the Staff’s comment and provides the following explanations, which will also be reflected in expanded disclosures in future
Form 20-F filings.

Current intentions
regarding Republic Steel. At present, management has determined that the Republic Steel facilities will remain inactive unless there
are changes in prevailing economic conditions that justify resuming operations.

Accounting treatment
of Republic Steel assets. As of December 31, 2024, because management does not intend to sell the facilities, IFRS 5 (Non-current
Assets Held for Sale and Discontinued Operations) does not apply. Instead, the assets continue to be accounted for in accordance with
IAS 16 (Property, Plant and Equipment), measured at cost less accumulated depreciation and impairment, as appropriate. In addition, the
Company engaged an authorized appraiser to determine the fair value of the assets for purposes of assessing potential impairment under
IAS 36. No impairment was identified in 2024.

    4

Quantification
of Lorain facility amounts. The disclosures in the third paragraph of page 59 relate to the quantification of assets associated with
the “Grupo San” cash-generating unit, which was acquired in 2008 and gave rise to goodwill at the acquisition date. The Company
confirms that the value of the Lorain facility’s fixed assets has remained the same through the current periods presented. The Company
will revise its disclosures in future filings to provide quantification for these periods, if applicable.

Impairment analyses.
The reference to an impairment of approximately U.S.$130.7 million (Ps. 2,701 million) corresponds to an impairment recognized in 2015,
related to an electric arc furnace that ceased to be used that year and which used coke as a raw material. This disclosure is unrelated
to the Lorain facility impairment analysis referenced in the preceding paragraph. For 2023 and 2024, the Company engaged an authorized
appraiser to assess the fair value of Republic Steel’s assets in accordance with IAS 36. No impairment was identified.

Inventory balances.
The correct balances as of December 31, 2024 were Ps. 5,796,451 in total inventory, comprised of Ps. 4,381,748 in short-term inventory
and Ps. 1,414,703 in long-term inventory, as disclosed in Notes 4(e) and 9 to the consolidated financial statements. Physical coke inventory
at year-end was Ps. 1,414,703. The Company compared book values to net realizable values (NRV) and recorded write-downs where necessary.
As of December 31, 2024, a portion of Republic Steel’s inventory consisted of steel products that, if sold at current market prices,
would generate a loss; therefore, this inventory remains unsold.

Use of experts.
In selecting valuation experts, the Company undertook due diligence regarding their credentials, background, and professional reputation,
including verifying experience in the relevant industry. The Company relied on reports prepared by these experts for impairment testing
purposes. We will consider in future filings whether identification of the expert and/or filing of their valuation report as an exhibit
is required under applicable SEC rules, given our reliance on their analysis.

Comment 6:

Form 20-F. Item 15. Controls
and Procedures, page 92

We note your disclosure that your
CEO and CFO, “...after evaluating the effectiveness of our disclosure controls and procedures (as defined in Exchange Act Rule 13a-15(e))
as of the end of the period covered by this annual report, have concluded that, as of such date, our internal control over financial reporting
was effective.” Please be advised, as required by Item 15 of Form 20-F, management is required to provide separate conclusions on
the effectiveness of Disclosure Controls and Procedures and the effectiveness of Internal Control over Financial Reporting as of December
31, 2024. Please amend your Form 20-F to fully comply with the requirements of Item 15 of Form 20-F.

Response:

The Company takes
note of the Staff’s comment. We respectfully note that management did evaluate both disclosure controls and procedures (DCP) and
internal control over financial reporting (ICFR) as of December 31, 2024, and concluded that both were effective. The intent of our Item
15 disclosure was to cover both, and we believe the Company’s 2024 Form 20-F was not misleading in substance.

We understand, however,
the Staff’s position that Item 15 requires separate, explicit conclusions on the effectiveness of DCP and ICFR. In future Form 20-F
filings, we will revise our presentation to provide two distinct conclusions, one for DCP and one for ICFR, to align fully with Item 15.

Because management’s
evaluations and conclusions were properly made and disclosed, and the Staff’s comment concerns the structure rather than the substance
of our disclosure, we respectfully request that this comment be addressed in future filings rather than having to amend the 2024 Form
20-F. That said, should the Staff nonetheless prefer that we amend the 2024 Form 20-F to include the separate conclusion on DCP, the Company
is prepared to file a brief Form 20-F/A limited to this point.

    5

Comment 7:

Form 20-F. Item 18. Consolidated
Financial Statements, page F-35

Please more fully explain
to us and revise future filings to address the following items.

 ● The introduction to your tabular presentation indicates expenses are shown in parentheses; however,
the table presents income amounts in parentheses. Additionally, it appears the net income totals for FY 24 and FY 22 should be presented
without parentheses to be consistent with amounts presented in your consolidated statements of income. Ensure you provide accurate and
consistent financial information in future filings.

 ● Explain the nature of the amounts identified as Republic and GV “account debugging”.
In the event ac

August 19, 2025
Mario Moreno Cortez
Finance Coordinator
GRUPO SIMEC, S.A.B. de C.V.
Calzada Lázaro Cárdenas 601
Colonia La Nogalera
Guadalajara , Jalisco
México 44440
Re:GRUPO SIMEC, S.A.B. de C.V.
Form 20-F for Fiscal Year Ended December 31, 2024
Filed May 15, 2025
File No. 001-11176
Dear Mario Moreno Cortez:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comments.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Form 20-F for Fiscal Year Ended December 31, 2024
Item 5. Operating and Financial Review and Prospects, page 41
1.Please revise the financial and other data presented in tabular formats in future filings
to read consistently in the same chronological order throughout your filing. Similarly,
please also present numerical data in narrative disclosures consistently ordered
throughout your filing. In this regard, we note certain financial and other data in Item
5 is presented with the oldest period first and the consolidated financial statements are
presented with the most recent period first. Refer to SAB Topic 11:E.
Please revise future filings to ensure you provide updated and accurate disclosures
that are consistent with information in your annual report filed in Mexico. We note,
for example, that energy cost disclosures on page 44 indicate an unusual decrease in
the most recent period and the assumptions in the valuation models of the San Luis
reporting unit on page 60 seem to pertain to the prior year. Both examples appear to 2.

August 19, 2025
Page 2
be inconsistent with similar disclosures in your annual report filed in Mexico. Please
be aware that these examples are not an exhaustive list, and you should review all
your disclosures to ensure they are updated and accurate and align with other public
filings made by the company.

3.We noted numerous inconsistencies and misstatements throughout your filing, for
example:
•certain Sales Volume, Price and Cost Data 2024 related to the Republic facilities
for 2024 on page 42 do not appear to be accurate;
•the tabular presentation of results by segment for 2024 on page 45 does not depict
total gross profit correctly;
•discussions of cost of sales on pages 47 and 50 imply costs at the Republic
facilities increased when they actually decreased;
•a discussion that other expense was recorded in 2024 and other income was
recorded in 2023 does not reconcile with the financial statements;
•discussions of a foreign exchange provision in 2024, and a foreign exchange loss
in 2024, do not reconcile with the foreign exchange gain in 2024 in the financial
statements;
•discussions that state amounts increased when they actually decreased and/or that
amounts decreased when they actually increased; and
•discussions of consolidated information and segment information for certain
periods included more than once and/or included out of order.
Please be aware these examples are not an exhaustive list, and you should review all
disclosures in future filings to ensure they are accurate.

4.Please more fully explain to us and revise future filings to address the following
items.
•Explain the specific reasons for the declines in product volumes during the
periods presented and address the factors impacting this trend.
•Explain how the exchange gains and losses are determined for each period,
including the assets, liabilities and/or transactions they relate to, and explain the
reasons for changes in such amounts during the periods presented.
•Explain the reasons for the decrease in the effective income tax rate for FY 24
and clarify whether you anticipate the decrease is indicative of a trend in future
effective income tax rates.
Refer to Item 5 of Form 20-F.
We have the following comments regarding the cessation of operations at Republic
Steel and the related disclosures beginning on page 59. Please tell us and revise future
filings to clarify the following items.
•Explain your current intentions regarding Republic Steel and its remaining assets.
•Explain how you are accounting for Republic Steel's assets since you ceased
operations. Refer to IFRS 5 and IAS 16.5.

August 19, 2025
Page 3
•In the third paragraph on page 59, you quantify assets related to the Lorain, Ohio
facility for the years 2022, 2021 and 2020. Quantify amounts related to the current
periods presented.
•In the fourth paragraph on page 59, we note you "performed an analysis of the fair
value of the four facilities (Canton, Solon, Massillon and Lackawanna) and
determined net book value exceeded fair value by approximately U.S. $130.7
million (Ps. 2,701 million) and as such recognized an asset impairment of this
amount during the year ended December 31, 2015". This disclosure appears to
relate to the Lorain facility impairment analysis described in the preceding
paragraph. Tell us and revise future disclosures to clearly indicate the results of
the impairment analyses performed on your U.S. facilities in 2023 and indicate
whether you performed impairment analyses on any or all of Republic Steel's
assets in 2024. If so, explain the results. If not, explain why not.
•You indicate the existing inventory balance related to Republic Steel's facilities is
Ps. 5,796,451 (Ps. 4,496,211 in short-term and Ps. 1,300,240 in long-term) and
that you have physical coke inventory of Ps. 1,414,703 at December 31, 2024 at
these facilities. Explain why the physical coke inventory balance is greater than
the long-term inventory balance. Also, provide us an analysis of Republic Steel's
inventory balance by type as of December 31, 2024, explain how you determined
carrying value was less than NRV as of December 31, 2024, and explain why this
inventory remains unsold.
•We noted numerous references to valuations preformed by "an expert in the
field". Explain your consideration of identifying the expert and filing their
valuation report as an exhibit given your apparent reliance on it.
Item 15. Controls and Procedures
A. Disclosure Controls and Procedures, page 92
6.We note your disclosure that your CEO and CFO, "...after evaluating the effectiveness
of our disclosure controls and procedures (as defined in Exchange Act Rule 13a-
15(e)) as of the end of the period covered by this annual report, have concluded that,
as of such date, our internal control over financial reporting was effective”. Please be
advised, as required by Item 15 of Form 20-F, management is required to provide
separate conclusions on the effectiveness of Disclosure Controls and Procedures and
the effectiveness of Internal Control over Financial Reporting as of December 31,
2024. Please amend your Form 20-F to fully comply with the requirements of Item 15
of Form 20-F.

Item 18. Consolidated Financial Statements
Notes to the Consolidated Financial Statements
22. Other income (expenses), net, page F-35
Please more fully explain to us and revise future filings to address the following
items.
The introduction to your tabular presentation indicates expenses are shown in
parentheses; however, the table presents income amounts in parentheses. •7.

August 19, 2025
Page 4
Additionally, it appears the net income totals for FY 24 and FY 22 should be
presented without parentheses to be consistent with amounts presented in your
consolidated statements of income. Ensure you provide accurate and consistent
financial information in future filings.
•Explain the nature of the amounts identified as Republic and GV "account
debugging". In the event account debugging represents revisions or error
corrections, explain how you considered the guidance in IAS 8 and if and how
you considered the items in your control assessments.
24. Financial information by segments, page F-36
8.Please revise future filings to provide all the disclosures required by paragraphs 28,
32, and 33 of IFRS 8 or explain how you determined they are not required. In this
regard, although we note your reportable segments are based on geography, it appears
you have not disclosed revenue sold domestically and to each material foreign
country. It also appears you have not disclosed goodwill and intangible assets by
reportable segment.
            In closing, we remind you that the company and its management are responsible for
the accuracy and adequacy of their disclosures, notwithstanding any review, comments,
action or absence of action by the staff.
            Please contact Mindy Hooker at 202-551-3732 or Anne McConnell at 202-551-3709
with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

United States securities and exchange commission logo
February 1, 2021
Mario Moreno Cortez
Coordinator of Finance
GROUP SIMEC SA DE CV
Calzada Lázaro Cárdenas 601
Colonia La Nogalera, Guadalajara,
Jalisco, México 44440
Re:GROUP SIMEC SA DE CV
Form 6-K filed October 28, 2020
Form 20-F for the year ended December 31, 2019
Filed June 5, 2020
File No. 1-11176
Dear Mr. Cortez:
            We have completed our review of your filings.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

CORRESP
1
filename1.htm

GRUPO SIMEC, S.A.B. de C.V.

Calzada Lázaro Cárdenas 601

Colonia La Nogalera, Guadalajara,

Jalisco, México 44440

January 12, 2021

Mindy Hooker

Anne McConnell

Securities and Exchange Commission

Division of Corporation Finance, Office of Manufacturing

100 F Street, NE

Washington, DC 20549

Re:	     GROUP SIMEC SA DE CV

Form 6-K filed October 28, 2020

Form 20-F for the year ended December 31,
2019, filed June 5, 2020

File No. 1-11176

Ladies and Gentlemen:

We are writing to response to the comments set forth in the
Commission’s Staff’s comment letter dated November 24, 2020 relating to the above-referenced Annual Report on Form
20-F (the “Annual Report”) and the Form 6-K of GRUPO SIMEC, S.A.B. de C.V. (the “Company”). In response
to the Staff’s comments, the Company has revised the Annual Report and is filing an amended Annual Report on Form 20-F (the
“Amended Annual Report”) together with this response letter. We are also sending, under separate cover, a marked copy
of the Amended Annual Report showing the changes to the Annual Report filed on June 5, 2020.

For convenience, we have reproduced below in italics the Staff’s
comments, followed by the Company’s response to each comment as well as a summary of the responsive actions taken. We have
included page numbers to refer to the location in the Amended Annual Report where the revised language addressing a particular
comment appears.

Form 6-K filed October 28, 2020

Exhibit 99.1

 1. We note your disclosures of EBITDA in quarterly presentations. Please revise future filings to include reconciliations of
EBITDA to the most comparable IFRS measure (net income (loss)).

We confirm that we will revise future filings
that include EBITDA presentations to include reconciliations of EBITDA to the most comparable IFRS measure (net income (loss)).

Securities and Exchange Commission

Group Simec SA de CV

Page 2

Form 20-F for the year ended December 31, 2019

Item 15. Controls and Procedures

A. Disclosure Controls and Procedures

B. Management’s Report on Internal Control
over Financial Reporting, page 96

 2. We note under Disclosure Controls and Procedures you state “Our principal executive officer (CEO) and our principal
financial officer (CFO), after evaluating the effectiveness of our disclosure controls and procedures (as defined in Exchange
Act Rule 13a-15(e)) as of the end of the period covered by this annual report, have concluded that, as of such date, our internal
control over financial reporting was effective”. We also note under Internal Control over Financial Reporting you did
not provide an assessment from management as to the effectiveness of internal control over financial reporting as of December 31,
2019. Please be advised, as required by Item 15(a) and Item 15(b)(3) of Form 20-F -K, management is required to provide separate
conclusions as to the effectiveness of Disclosure Controls and Procedures and the effectiveness of Internal Control over Financial
Reporting as of December 31, 2019. Please amend your Form 20-F to clarify your disclosures and to fully comply with the requirements
of Item 15 of Form 20-F.

In response to the Staff’s comment,
the Company has revised the disclosure on page 96 to include separate statements of the CEO and CFO’s evaluation of the effectiveness
of the Company’s disclosure controls and procedures and management’s evaluation of the effectiveness of the Company’s
internal controls over financial reporting.

D. Changes
in Internal Control Over Financial Reporting, page 97

 3. We note under Changes in Internal Control over Financial Reporting you state “As of December 31, 2019, management
of the Company believes it has complied with the remediation plans identified in the Annual Report on Form 20-F for the year ended
December 31, 2018, and the Company has completed the process of implementing mitigating control measures to remedy in full the
material weaknesses and significant deficiencies identified”. However, we also note you state “There have been no changes
in the Company’s internal control over financial reporting during the year ended December 31, 2019, that have materially
affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting”.
It is not clear to us how these two statements can both be accurate. To the extent remediation plans were completed and implemented,
it appears to us this would indicate changes did occur. In addition, we note your disclosure on page F-46 that indicates remediation
efforts continue. Please clarify and correct these disclosures and ensure you fully comply with Item 15(d) of Form 20-F.

In
response to the Staff’s comment, the Company has revised the disclosure on pages 97-98 to include a discussion of the changes
that materially affected the Company’s

Securities and Exchange Commission

Group Simec SA de CV

Page 3

internal control over financial reporting which were implemented as part of the Company’s
remediation plans.

We have also removed the statement on page F-46 that remediation
efforts continue.

Consolidated Financial Statements

Consolidated Statements of Changes in
Equity, page F-6

 4. Please present statements of changes in equity for each year in the three years ended December 31, 2019 as required by Items
8 and 18 of Form 20-F.

In response to the Staff’s comment,
the Company has revised the disclosure on page F-6 to present statements of changes in equity for the years ended December 31,
2017, 2018 and 2019.

Notes to the Financial Statements

4. Basis of preparation and presentation
of the consolidated financial statements

e. Inventories and cost of sales, page
F-15

 5. We note the value of your coke inventory declined year over year based on the price per metric ton. Please disclose here
or under critical accounting policies the methods and sources you use to determine the value of your coke inventory.

In response to the Staff’s comment,
the Company has revised the disclosure on page 64 under “Critical Accounting Policies” to describe the methods and
reference sources it used to value its coke inventory.

15. Income Taxes, page F-34

 6. Given the substantial fluctuation in your effective income tax rate, please provide a more robust explanation of the specific
factors that contributed to variations. In this regard, please clarify your disclosure that 2019 includes taxes and expenses “which
are covered by various companies of the Group and are derived by agreements between the companies and SAT during 2019”. Please
more fully address if and how these agreements are related to the tax audits disclosed in note 23(l) and more fully explain the
current status of the tax audits, including the amount and expected timing of any reasonably possible additional losses.

In response to the Staff’s comment,
the Company has revised the disclosure on page 50 and in note 23(l) to the financial statements.

In our Form 20-F for the year ended December
31, 2020, we will provide more information about the current status of the tax audits. During 2020, we signed compensation and
settlement agreements with the tax authorities and paid Ps. 554.4 million to cover the

Securities and Exchange Commission

Group Simec SA de CV

Page 4

remaining disputed tax amounts from previous years, which has
resolved the court disputes with the tax authorities described in note 23(l). The figure 2,323,662 is a peso figure that should
be ‘thousand’ and not ‘million’, and the amount in note 23(l) should also be in pesos, not U.S. dollars
(Ps. 5,880 million), which have been revised in the amended financial statements attached to the revised Form 20-F.

*        *        *        *        *

The Company confirms its acknowledgment, in connection with
its responses to the comment letter that:

 1. The Company is responsible for the adequacy and accuracy of their disclosures in the filings with the Commission;

 2. Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action
with respect to the filings; and

 3. 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.

Please call the undersigned (+52 33 3770 6734) with any questions
you may have regarding the above responses.

Very truly yours,

GRUPO SIMEC, S.A.B. de C.V.

By: /s/ Mario Moreno Cortez

Name: Mario Moreno Cortez

Title: Coordinator of Finance

cc: (via email)

Nell Scott, Orrick, Herrington & Sutcliffe LLP

Richard Morvillo, Orrick, Herrington & Sutcliffe LLP

United States securities and exchange commission logo
November 24, 2020
Mario Moreno Cortez
Coordinator of Finance
GROUP SIMEC SA DE CV
Calzada Lázaro Cárdenas 601
Colonia La Nogalera, Guadalajara,
Jalisco, México 44440
Re:GROUP SIMEC SA DE CV
Form 6-K filed October 28, 2020
Form 20-F for the year ended December 31, 2019
Filed June 5, 2020
File No. 1-11176
Dear Mr. Cortez:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comments.  In some of our comments, we may ask you to
provide us with information so we may better understand your disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Form 6-K filed October 28, 2020
Exhibit 99.1
1.We note your disclosures of EBITDA in quarterly presentations. Please revise future
filings to include reconciliations of EBITDA to the most comparable IFRS measure (net
income (loss)).

 FirstName LastNameMario Moreno Cortez
 Comapany NameGROUP SIMEC SA DE CV
 November 24, 2020 Page 2
 FirstName LastName
Mario Moreno Cortez
GROUP SIMEC SA DE CV
November 24, 2020
Page 2
Form 20-F for the year ended December 31, 2019
Item 15. Controls and Procedures
A. Disclosure Controls and Procedures
B. Management's Report on Internal Control over Financial Reporting, page 96
2.We note under Disclosure Controls and Procedures you state “Our principal executive
officer (CEO) and our principal financial officer (CFO), after evaluating the
effectiveness of our disclosure controls and procedures (as defined in Exchange Act
Rule 13a-15(e)) as of the end of the period covered by this annual report, have concluded
that, as of such date, our internal control over financial reporting was effective”.  We
also note under Internal Control over Financial Reporting you did not provide
an assessment from management as to the effectiveness of internal control over financial
reporting as of December 31, 2019.  Please be advised, as required by Item 15(a) and Item
15(b)(3) of Form 20-F -K, management is required to provide separate conclusions as to
the effectiveness of Disclosure Controls and Procedures and the effectiveness of Internal
Control over Financial Reporting as of December 31, 2019.  Please amend your Form 20-
F to clarify your disclosures and to fully comply with the requirements of Item 15 of Form
20-F.
D. Changes in Internal Control Over Financial Reporting, page 97
3.We note under Changes in Internal Control over Financial Reporting you state “As of
December 31, 2019, management of the Company believes it has complied with the
remediation plans identified in the Annual Report on Form 20-F for the year ended
December 31, 2018, and the Company has completed the process of implementing
mitigating control measures to remedy in full the material weaknesses and significant
deficiencies identified”.  However, we also note you state “There have been no changes in
the Company’s internal control over financial reporting during the year ended December
31, 2019, that have materially affected, or are reasonably likely to materially affect, the
Company’s internal control over financial reporting”.  It is not clear to us how these two
statements can both be accurate.  To the extent remediation plans were completed and
implemented, it appears to us this would indicate changes did occur.  In addition, we note
your disclosure on page F-46 that indicates remediation efforts continue.  Please clarify
and correct these disclosures and ensure you fully comply with Item 15(d) of Form 20-F.

Consolidated Financial Statements
Consolidated Statements of Changes in Equity, page F-6
4.Please present statements of changes in equity for each year in the three years ended
December 31, 2019 as required by Items 8 and 18 of Form 20-F.

 FirstName LastNameMario Moreno Cortez
 Comapany NameGROUP SIMEC SA DE CV
 November 24, 2020 Page 3
 FirstName LastName
Mario Moreno Cortez
GROUP SIMEC SA DE CV
November 24, 2020
Page 3
Notes to the Financial Statements
4. Basis of preparation and presentation of the consolidated financial statements
e. Inventories and cost of sales, page F-15
5.We note the value of your coke inventory declined year over year based on the price per
metric ton.  Please disclose here or under critical accounting policies the methods
and sources you use to determine the value of your coke inventory.
15. Income Taxes, page F-34
6.Given the substantial fluctuation in your effective income tax rate, please provide a more
robust explanation of the specific factors that contributed to variations.  In this regard,
please clarify your disclosure that 2019 includes taxes and expenses "which are covered
by various companies of the Group and are derived by agreements between the companies
and SAT during 2019".  Please more fully address if and how these agreements are related
to the tax audits disclosed in note 23(l) and more fully explain the current status of the tax
audits, including the amount and expected timing of any reasonably possible additional
losses.
            In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
            You may contact Mindy Hooker at (202) 551-3732 or Anne McConnell at (202) 551-
3709 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

November 13, 2015

Mail Stop 4631

Via E -mail
Mr. Mario Moreno Cortez, Coordinator of Finance
Group Simec
Calzada Lázaro Cárdenas 601
Colonia La Nogalera, Guadalajara,
Jalisco, México  44440

Re: Group Simec
 Form 20-F for the year ended December 31, 2014
Filed May 15, 2015
File No . 1-11176

Dear Mr. Cortez :

We have completed our review of your filing.  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or 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 la ws of the United States.  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 the
information the Securities Exchange Act of 1934 and all applicable rules require.

        Sincerely,

/s/ John Cash

        John Cash
Branch Chief
Office of Manufacturing and
Construction

Cc: David L. Williams , Simpson, Thatcher & Bartlett LLP

CORRESP
1
filename1.htm

Grupo Simec,
S.A.B. de C.V.

Calzada Lázaro
Cárdenas 601

Colonia La
Nogalera, Guadalajara,

Jalisco, México
44440

November
6, 2015

Mr. John Cash

Branch Chief

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, DC 20549

 Re: Grupo Simec, S.A.B. de C.V. Form 20-F for year ended December 31, 2014

Filed
May 15, 2015, File No. 1-11176

Ladies
and Gentlemen:

We
are writing to respond to the comments set forth in the Commission’s staff’s comment letter dated September 15, 2015
(the “comment letter”) relating to the above-referenced annual report (the “Annual Report”)
of Grupo Simec, S.A.B. de C.V. (the “Company”), originally submitted on May 15, 2015 pursuant to the Securities
Act of 1933, as amended. For convenience of reference, we have reproduced below in italics the text of the comments of the Staff.

Form 20-F for the year
ended December 31, 2014

Item 5. Operating and Financial
Review and Prospects, page 49

Consolidated Statements
of Comprehensive Income, pages 57 and 62

 1. We note your responses to prior comments one and two. Please confirm that you will revise future filing to clarify the facts
and circumstance that result in: material foreign exchange gains (losses) recorded in each period and material differences between
statutory and effective income tax rates in each period.

We
confirm that we will revise future filings to clarify the facts and circumstance that result in: material foreign exchange gains
(losses) recorded in each period and material differences between statutory and effective income tax rates in each period.

 2. Please confirm you will revise future filings to more fully explain how you are managing negative operating trends in your
USA segment. In this regard, we note that as existing sales agreements expire, you will evaluate new agreements. Please disclose
and discuss the typical length and pricing terms of your sales agreements. Additionally, please address the potential risks and
consequences, if these trends continue.

 2

We
confirm that we will revise future filings to more fully explain how we are managing negative operating trends in our USA segment.
The negative operating trends in our USA segment are primarily driven by declining demand that severely impacts production volume
and therefore cost. The automotive sector is stable and continues to provide good demand for our products.

Typically
about 70% of our business uses a fixed base price that is negotiated annually, plus monthly scrap and alloy surcharges. The remaining
30% is transaction business, where we can adjust the base pricing as required. The current deflationary environment in scrap metal
and commodities, while helping to lower our raw material costs also dampens our ability to secure better prices in the marketplace
and our efforts are single-mindedly focused on managing our costs down to secure levels of profitability without compromising in
any way on quality. Financial resources will continue to be made available as our USA segment tackles the cost curve and restores
the business to profitability.

_________________________

The
Company confirms its acknowledgment, in connection with its responses to the comment letter that:

1.	the
Company is responsible for the adequacy and accuracy of the disclosure in the filings;

2.
	Staff comments or changes to disclosure in response to Staff comments do not foreclose the Securities and Exchange Commission
from taking any action with respect to the filings; and

3.
	the Company may not assert Staff comments as a defense in any proceeding initiated by the Securities and Exchange Commission
or any person under the federal securities laws of the United States.

Please
call the undersigned (+52-33-3770-6734) with any questions you may have regarding the above responses.

    Very truly yours,

    GRUPO SIMEC, S.A.B. de C.V.

    By:
    /s/ Mario Moreno Cortez

    Name: Mario Moreno Cortez

    Title:   Coordinator of Finance

November 4 , 2015
Mail Stop 4631

Via E -mail
Mr. Mario Moreno Cortez, Coordinator of Finance
Group Simec
Calzada Lázaro Cárdenas 601
Colonia La Nogalera, Guadalajara,
Jalisco, México  44440

Re: Group Simec
 Form 20-F for the year ended December 31, 2014
Filed May 15, 2015
File No. 1 -11176

Dear Mr. Cortez :

We issued comments to you on the above captioned filing on September 15 , 2015 .  As of
the date of this letter, these comments remain outstanding and unresolved.  We expect you to
provide a complete, substantive response to these comments by  November 18 , 2015 .

If you do not respond, we  will, consistent with our obligations under the federal securities
laws, decide how w e will seek to resolve material outstanding comments and complete our
review of your filing and your disclosure.  Among other things, we may decide to release
publicly, through the agency’s EDGAR system, all correspondence, including this letter, relating
to the review of your filing, consistent with the staff’s decision to publicly release comment and
response letters relating to discl osure filings it has reviewed.

Please contact Mindy Hooker  at (202) 551 -3732, Anne McConnell at (202) 551 -3709 or
me at (202) 551 -3768  with any questions.

Sincerely,

/s/ John Cash

John Cash
Branch Chief
Office of Manufacturing and
Construction

Cc: David L. Williams , Simpson, Thatcher & Bartlett LLP

September 15, 2015

Mail Stop 4631

Via E -mail
Mr. Mario Moreno Cortez, Coordinator of Finance
Group Simec
Calzada Lázaro Cárdenas 601
Colonia La Nogalera, Guadalajara,
Jalisco, México  44440

Re: Group Simec
 Form 20-F for the year ended December 31, 2014
Filed May 15, 2015
File No. 1 -11176

Dear Mr. Cortez :

We have reviewed  your August 19, 2015 response to our comment  letter  and have the
following comment s.  In some of our comments , we may ask you to provide us with information
so we may better understand your disclosure.

Please respond to these comments  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you  do not believe our
comments apply to your facts and circumstances, please  tell us why in your response.

After reviewing your response to these  comments, we may have additional comments.
Unless we note otherwise, our references to prior comments are to comments in our  June 23,
2015  letter .

Form 20 -F for the Year Ended December 31, 2014

Item 5.  Operating and Financial Review and Prospects, page 49

Consolidated Statements of Comprehensive Income, pages 57 and 62

1. We note your responses to prior comments one and two.  Please confirm that you will
revise future filing to clarify the facts and circumstance that result in: material foreign
exchange gains (losses) recorded in each period and material differences between
statutory and effective i ncome tax rates in each period.

Mr. Mario Moreno Cortez
Group Simec
September 15, 2015
Page 2

 USA Segment, page s 61 and 66

2. Please confirm you will revise future filings to more fully explain how you are managing
negative operating trends in your USA segment.  In this regard, we note that as existing
sales agreeme nts expire, you will evaluate new agreements.  Please disclose and discuss
the typical length and pricing terms of your sales agreements.  Additionally, please
address the potential risks and consequences, if these trends continue.

 Please contact Mindy Hooker at (202) 551 -3732, Anne McConnell at (202) 551 -3709 or
me at (202) 551 -3768 with any questions.

        Sincerely,

/s/ John Cash

        John Cash
Branch Chief
Office of Manufacturing and
Construction

Cc: David L. Williams, Simpson, Thatcher & Bartlett LLP

CORRESP
1
filename1.htm

Grupo Simec,
S.A.B. de C.V.

Calzada Lázaro
Cárdenas 601

Colonia La
Nogalera, Guadalajara,

Jalisco, México
44440

August
19, 2015

Mr. John Cash

Branch Chief

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, DC 20549

 Re: Grupo Simec, S.A.B. de C.V. Form 20-F for year ended December 31, 2014

Filed
May 15, 2015, File No. 1-11176

Ladies
and Gentlemen:

We
are writing to respond to the comments set forth in the Commission’s staff’s comment letter dated June 23, 2015 (the
“comment letter”) relating to the above-referenced annual report (the “Annual Report”) of
Grupo Simec, S.A.B. de C.V. (the “Company”), originally submitted on May 15, 2015 pursuant to the Securities
Act of 1933, as amended. For convenience of reference, we have reproduced below in italics the text of the comments of the Staff.

Form 20-F for the year
ended December 31, 2014

Item 5. Operating and Financial
Review and Prospects, page 49

Consolidated Statements
of Comprehensive Income, pages 57 and 62

 1. Please more fully explain to us and clarify in your filings how you determined the amount of foreign exchange gain (loss)
that you recorded during each period presented.

When
preparing the financial statements for our individual subsidiaries, transactions in currencies other than our functional currency
are recognized as foreign currency at the exchange rates of the date in which such operations take place. At the end of each reporting
period, monetary items in foreign currencies are reconverted at the actual period end exchange rate.

The
exchange rate differences are recognized in our income statement, except for:

 · Differences in exchange rates from loans
denominated in foreign currency for assets under construction for productive future use, which are included in the cost of those
assets when considered as an adjustment to interest costs on such loans, provided that such differences do not arise from loans
between related parties which effect is eliminated in the consolidation process;

      2

 · Differences in exchange rates resulting
from exchange rate hedging transactions; and

 · Differences in exchange rates resulting
from accounts receivable or accounts payable from/to a foreign company for which payment is not planned nor possible (thus forming
part of the net investment in such foreign transaction), which are initially recognized in other comprehensive income and reclassified
from equity to profit or loss when the net investment is partially or totally sold.

The
translation effect in the results of operations for the years ended December 31, 2014, 2013 and 2012 resulted from applying the
following exchange rates to the active or passive monetary position in foreign currency:

    Year ended
    Exchange Rate
    Change

    December 31, 2014
    14.7348
    1.6696

    December 31, 2013
    13.0652
    0.0772

    December 31, 2012
    12.9880
    1.0024

    December 31, 2011
    13.9904

 2. Please more fully explain to us and clarify in your filings the specific facts and circumstances that resulted in material
differences between your statutory tax rates and effective tax rates during each period presented.

We
have implemented the practice of recognizing the benefit derived from the amortization of tax losses on the period in which such
losses are actually amortized. In 2012, 2013 and 2014, we amortized tax losses which generated a benefit on income tax of approximately
Ps. 761 million, Ps. 541 million and Ps. 145 million, respectively. Additionally, in 2013 a provision of Ps. 274 million was canceled
due to a repeal of the deferred single business tax rate (Impuesto Empresarial a Tasa Unica diferido), which took effect
starting January 2014 and was published in the Official Mexican Gazette (Diario Oficial de la Federación). All these
effects caused the effective tax rate to decline significantly in 2012 and created a credit balance in 2013. In 2014 however, the
effective tax rate increased significantly due to a decrease in tax losses applied.

USA Segment, pages 61 and
66

 3. We note the continued and increasingly negative operating trends associated with your USA segment during the periods presented.
Please more fully address the specific facts and circumstances underlying the negative trends. Please also address: any actions
you are considering to address the trends; how long you believe you can sustain current operations if the trends continue; and
the potential risks and consequences to your business if the trends continue.

Our
USA subsidiaries have entered into sale agreements with customers and in order comply with the terms thereof, any existing orders
pursuant to those agreements need to be fulfilled even if the price of raw materials increases with time. As the existing sale
agreements expire, we will evaluate new agreements and profit margins with our marketing and production departments with the goal
of only entering into agreements which would result in a production of profitable products. We and our principal shareholder are
committed to continue the support to our

      3

USA segment and
we expect it to become a profitable segment again in the near future.

Item 6. Directors, Senior
Management and Employees, page 73

 4. We note your disclosure on pages 73 and 77 that you currently have seven directors. We further note that in your tabular
and biographical disclosure on pages 76 and 77 you only provide disclosure for five directors. Lastly, we note in your Annual Report
on Form 20-F for your fiscal year ended December 31, 2013 that you similarly disclosed that you had seven directors but included
tabular and biographical disclosure for only six directors. Please tell us how many directors currently sit on your board.

Our
current Board of Directors is comprised of five directors. Such directors were appointed in our last Annual General Ordinary Shareholders
Meeting held on April 24, 2015. The disclosure included on page 73 of our Annual Report on Form 20-F for our fiscal year ended
December 31, 2014 is incorrect and it will be corrected
in future filings.

Item 18. Financial Statements

4. Basis for the preparation
and presentation of the financial statements, page F-10

Summary of significant
accounting policies, Translation of financial statements of foreign subsidiaries, Page F-12

 5. We note your disclosure that the U.S. dollar is the functional currency of the U.S. subsidiaries except Simec 8 International,
Inc., Steel Promotor, Inc. and Coadm Steel, Inc. whose functional currency is the Mexican peso. Please address the following:

 · Provide summarized information regarding the nature and magnitude of the assets, liabilities, operating results and cash
flows related to these subsidiaries during the periods presented;

The
abovementioned subsidiaries do not currently have operations as such entities were merged into Simec USA Corp. at the beginning
of this year. These entities recorded uncollected accrued interest for the year ended December 31, 2014 and their main assets and
liabilities were accounts receivable and payable to related parties denominated in Mexican pesos.

 · Explain how and why you determined the functional currency of these U.S. subsidiaries is the Mexican peso;

These
three subsidiaries were previously Mexican entities and in 2014 changed their tax residence to the United States. Their main assets
and liabilities included in their statement of financial position were accounts receivable and payable to related parties denominated
in Mexican pesos. These entities had minimal operations after changing their tax residence to the United States and therefore we
considered that the functional currency for these entities was the Mexican peso.

      4

 · Address the impact of this determination on your consolidated financial statements during the periods presented; and

There
is no impact on our consolidated financial statements.

 · Based on the lack of similar disclosures in your 2013 Form 20-F, tell us if you changed the functional currency of these
U.S. subsidiaries and, if you did, explain the significant changes in economic conditions that resulted in the change in functional
currency.

As
stated above, these subsidiaries changed their tax residence to the United States in 2014. In 2013, these entities operated in
Mexico and were treated as Mexican subsidiaries. In 2013, there were no subsidiaries that changed their tax residence to the United
States.

_________________________

The
Company confirms its acknowledgment, in connection with its responses to the comment letter that:

1.	the
Company is responsible for the adequacy and accuracy of the disclosure in the filings;

2.
	Staff comments or changes to disclosure in response to Staff comments do not foreclose the Securities and Exchange Commission
from taking any action with respect to the filings; and

3.
	the Company may not assert Staff comments as a defense in any proceeding initiated by the Securities and Exchange Commission
or any person under the federal securities laws of the United States.

Please
call the undersigned (+52-33-3770-6734) with any questions you may have regarding the above responses.

    Very truly yours,

    GRUPO SIMEC, S.A.B. de C.V.

    By:
    /s/ Mario Moreno Cortez

    Name: Mario Moreno Cortez

    Title:   Coordinator of Finance

August 11, 2015
Mail Stop 4631

Via E -mail
Mr. Mario Moreno Cortez, Coordinator of Finance
Group Simec
Calzada Lázaro Cárdenas 601
Colonia La Nogalera, Guadalajara,
Jalisco, México 44440

Re: Group Simec
 Form 20-F for the year ended December 31, 2014
Filed May 15, 2015
File No. 1 -11176

Dear Mr. Cortez :

We issued comments to you on the above captioned filing on June 23, 2015 .  As of the
date of this letter, these comments remain outstanding and unresolved.  We expect you to
provide a complete, substantive response to these comments by  August 25, 2015 .

If you do not respond, we  will, consistent with our obligations under the federal securities
laws, decide how we will seek to resolve material outstanding comments and complete our
review of your filing and your disclosure.  Among other things, we may decide to release
publicly, t hrough the agency’s EDGAR system, all correspondence, including this letter, relating
to the review of your filing, consistent with the staff’s decision to publicly release comment and
response letters relating to discl osure filings it has reviewed.

Please contact Mindy Hooker  at (202) 551 -3732, Anne McConnell at (202) 551 -3709 or
me at (202) 551 -3768  with any questions.

Sincerely,

/s/ John Cash

John Cash
Branch Chief
Office of Manufacturing &
Construction

Cc: David L. Williams , Simpson, Tha tcher & Bartlett LLP

June 23, 2015

Via E -mail
Mr. Mario Moreno Cortez, Coordinator of Finance
Group Simec
Calzada Lázaro Cárdenas 601
Colonia La Nogalera, Guadalajara,
Jalisco, México  44440

Re: Group Simec
 Form 20-F for the year ended December 31, 2014
Filed May 15, 2015
File No. 1 -11176

Dear Mr. Cortez :

We have reviewed your filing an d have the following comments.  In some of our
comments, we may ask you to provide us with information so we  may better understand your
disclosure.

Please respond to these comments  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you  do not believe our
comments apply to your facts and ci rcumstances , please  tell us why in your response.

After reviewing your response to these  comments, we may have  additional comments.

Form 20 -F for the Year Ended December 31, 2014

Item 5.  Operating and Financial Review and Prospects, page  49

Consolidated Statements of Comprehensive Income, pages 57 and 62

1. Please more fully explain to us and clarify in your filings how you determined the
amount of foreign exchange gain (loss) that you recorded during each period presented.

2. Please more fu lly explain to us and clarify in your filings the specific facts and
circumstances that resulted in material differences between your statutory tax rates and
effective tax rates during each period presented.

Mr. Mario Cortez
Group Simec
June 23, 2015
Page 2

 USA Segment, page s 61 and 66

3. We note the con tinued and increasingly negative operating trends associated with your
USA segment during the periods presented.  Please more fully address the specific facts
and circumstances underlying the negative trends.  Please also address: any actions you
are consi dering to address the trends; how long you believe you can sustain current
operations if the trends continue; and the potential risks and consequences to your
business if the trends continue.

Item 6.  Directors, Senior Management and Employees, page 73

4. We note your disclosure on pages 73 and 77 that you currently have seven directors.  We
further note that in your tabular and biographical disclosure on pages 76 and 77 you only
provide  disclosure for five directors.  Lastly, we note in your Annual Report on  Form 20 -
F for your fiscal year ended December 31, 2013 that you similarly disclosed that you had
seven directors but included tabular and biographical disclosure for only six directors.
Please tell us how many directors currently sit on your board.

Item 18.  Financial Statements

4.  Basis for the preparation and presentation of the financial statements, page F -10

Summary of significant accounting policies, Translation of financial statements of foreign
subsidiaries, Page F -12

5. We note your disclosure that the U.S. dollar is the functional cur rency of the U.S.
subsidiaries except Sime c 8 International, Inc., Steel P romo tor, Inc. and Coadm Steel,
Inc. whose functional currency is the Mexican peso.  Please address the following:
 Provide summar ized information regarding the nature and magnitude of the
assets, liabilities, operating results and cash flows related to these subsidiaries
during the periods presented;
 Explain how and why you determined the functional currency of these U .S.
subsidiaries is the Mexican peso;
 Address the impact of this determination on your consolidated financial
statements during the periods presented; and
 Based on the lack of similar disclosures in your 2013 Form 20 -F, tell us if you
changed the function al currency of these U.S. subsidiaries and, if you did, explain
the significant changes in economic conditions that resulted in the change in
functional currency.

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 the information the Securities Exchange Act of
1934 and all applica ble Exchange Act rules require.   Since the company and its management are

Mr. Mario Cortez
Group Simec
June 23, 2015
Page 3

 in possession of all facts relating to a company’s disclosure, t hey are responsible for the accuracy
and adequacy of t he disclosures they have made.

In responding to our comments, please provide  a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the  disclosure in the
filing;

 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 proceedi ng initiated
by the Commission or any person under the federal securities laws of the United
States.

You may contact  Mindy Hooker  at (202) 551 -3732  or Anne McConnell  at (202) 551 -
3709  if you have questions regarding comments on the financial statements an d rela ted matters.
Please contact Frank Pigott at (202) 551 -3570  or me at (202) 551 -3768  with any other questions.

Sincerely,

 /s/ John Cash

John Cash
Branch Chief

December 6 , 2013

Via E -mail
Mr. Mario Moreno Cortez, Coordinator of Finance
Group Simec
Calzada Lázaro Cárdenas 601
Colonia La Nogalera, Guadalajara,
Jalisco, México  44440

Re: Group Simec
 Form 20-F for the year ended December 31, 2012
Filed May 15, 2013
File No. 1 -11176

Dear Mr. Cortez :

We have completed our review of your filing.  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose  the Commission from taking
any action with respect to the company or 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.  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 the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

 /s/ John Cash

John Cash
Branch Chief

CORRESP
1
filename1.htm

Simpson Thacher & Bartlett
llp

425 Lexington Avenue

New York, N.Y. 10017-3954

(212) 455-2000

Facsimile (212) 455-2502

    Direct Dial Number
    E-Mail Address

    (212) 455-7433
    dwilliams@stblaw.com

December
4, 2013

Mr. John Cash

Branch Chief

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, DC 20549

 Re: Grupo Simec, S.A.B. de C.V. Form 20-F for year ended December 31, 2012

Filed May 15, 2013, File No. 1-11176

Ladies
and Gentlemen:

On
behalf of Grupo Simec S.A.B. de C.V. (the “Company”), we are writing to respond to the comments set forth in
the Commission’s staff’s comment letter dated October 24, 2013 (the “comment letter”) relating to
the above-referenced annual report (the “Annual Report”) of the Company originally submitted on May 15, 2013,
pursuant to the Securities Act of 1934, as amended. For convenience of reference, we have reproduced below in italics the text
of the comments of the Staff. The responses and information described below are based upon information provided to us by the Company.

Form 20-F for the year
ended December 31, 2013

26. Contingencies, page F-45

Department of Toxic Substances
Control, DTSC, page F-45

 1. We have read your response to prior comment eight of our letter dated August 19, 2013. Please revise future disclosures
to: quantify the penalties recommended by the technical division of the DTSC; quantify any amount accrued and/or explain why amounts
have not been accrued; and update the status of your communications with DTSC, including when you expect this matter to be resolved.

As requested,
in its future disclosures the Company will: quantify the penalties recommended by the technical division of the DTSC; quantify
any amount accrued and/or explain why amounts have not been accrued; and update the status of its communications with DTSC, including
when it expect this matter to be resolved.

    Beijing

        Hong
        Kong

    Houston
    London
    Los Angeles
    Palo Alto
    São Paulo
    Seoul
    Tokyo
    Washington, D.C.

      2

Please call
me (212-455-7433) with any questions you may have regarding the above responses.

    Very truly yours,

    /s/ David L. Williams

    David L. Williams

cc:    Mario
Moreno Cortez

      3

Grupo Simec
S.A.B. de C.V.

Calzada Lázaro
Cárdenas 601

Colonia La
Nogalera, Guadalajara,

Jalisco, México
44440

Mr. John Cash

Branch Chief

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, DC 20549

 Re: Grupo Simec S.A.B. de C.V., Form 20-F for year ended December 31, 2012

Filed May 15, 2013, File No. 1-11176

Ladies and Gentlemen:

In
response to the Commission’s staff’s comment letter dated October 24, 2013 (the “comment letter”)
relating to the above-referenced annual report (the “Annual Report”) of Grupo Simec S.A.B. de C.V. (the “Company”),
originally submitted on May 15, 2013 pursuant to the Securities Act of 1933, as amended, the Company confirms its acknowledgment,
in connection with its responses to the comment letter that:

1.	the
Company is responsible for the adequacy and accuracy of the disclosure in the filings;

2.
	Staff comments or changes to disclosure in response to Staff comments do not foreclose the Securities and Exchange Commission
from taking any action with respect to the filings; and

3.
	the Company may not assert Staff comments as a defense in any proceeding initiated by the Securities and Exchange Commission
or any person under the federal securities laws of the United States.

    Very truly yours,

    GRUPO SIMEC S.A.B. de C.V.

    By:
     /s/ Mario Moreno Cortez

    Name: Mario Moreno Cortez

    Title: Coordinator of Finance

October 24 , 2013

Via E -mail
Mr. Mario Moreno Cortez, Coordinator of Finance
Group Simec
Calzada Lázaro Cárdenas 601
Colonia La Nogalera, Guadalajara
Jalisco, México  44440

Re: Group Simec
 Form 20-F for the year ended December 31, 2012
Filed May 15, 2013
File No. 1 -11176

Dear Mr. Cortez :

We have reviewed your response to our comment letter dated August 19, 2013  and have
the following comment.  In our comment, we may ask you to provide us with information so we
may better understand your disclosure.

Please respond to this letter within ten business days by providing the requested
information, or by advising us when you will provide the requested response.  If you do not
believe our comment appl ies to your facts and circumstances please  tell us why in your response.

After reviewing the information you provide in response to this comment, we may have
additional comments.

26. Contingencies, page F -45

Department of Toxic Substances Control, DTSC, page F -45

1. We have read your response to prior comment eight of our letter dated August 19, 2013.
Please revise future disclosures to: quantify the penalties recommended by the technical
division of the DTSC; quantify any a mount accrued and/or explain why amounts have
not been accrued; and update the status of your communications with DTSC, including
when you expect this matter to be resolved.

Mr. Mario Moreno Cortez
Group Simec
October 24 , 2013
Page 2

 You may contact  Mindy Hooker  at (202) 551 -3732  or Anne McConnell  at (202) 551 -
3709 if you have questions regarding comments on the financial statements and related matters.
Please contact me at (202) 551 -3768  with any other questions.

Sincerely,

 /s/ John Cash

John Cash
Branch Chief

CORRESP
1
filename1.htm

Simpson Thacher & Bartlett
llp

425 Lexington Avenue

New York, N.Y. 10017-3954

(212) 455-2000

Facsimile (212) 455-2502

    Direct Dial Number
    E-Mail Address

    (212) 455-7433
    dwilliams@stblaw.com

September
24, 2013

Mr. John Cash

Branch Chief

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, DC 20549

 Re: Grupo Simec, S.A.B. de C.V. Form 20-F for year ended December 31, 2012

Filed
May 15, 2013, File No. 1-11176

Ladies
and Gentlemen:

On
behalf of Grupo Simec S.A.B. de C.V. (the “Company”), we are writing to respond to the comments set forth in
the Commission’s staff’s comment letter dated August 19, 2013 (the “comment letter”) relating to
the above-referenced annual report (the “Annual Report”) of the Company originally submitted on May 15, 2013,
pursuant to the Securities Act of 1934, as amended. For convenience of reference, we have reproduced below in italics the text
of the comments of the Staff. The responses and information described below are based upon information provided to us by the Company.

Form 20-F for the year
ended December 31, 2013

Item 5. Operating and Financial
Review and Prospects, page 45

 1. We note your disclosure that in 2010, 2011 and 2012, you did not purchase coke or pellets since your Lorain, Ohio blast
furnace facility was idle during that period. Please tell us, and revise future filings to disclose, the net carrying value of
idled assets. Also, to the extent material, please tell us, and clarify in future filings, how you assess idled assets for impairment.

In
response to the Staff’s comment, the net carrying values of the idled blast furnace facility and coke inventory were approximately
$11.4 million and $117.5 million, respectively, at December 31, 2012. The Company intends to include disclosure similar to the
following in future filings:

“In December 2008, we
temporarily idled our Lorain, Ohio, USA blast furnace facility due to economic conditions. The blast furnace remained idled through
2012. At December 31,

    Beijing
    Hong Kong
    Houston
    London
    Los Angeles
    Palo Alto
    São Paulo
    Seoul
    Tokyo
    Washington, D.C.

    2

2012, we had property, plant
and equipment with a net book value of approximately $11.4 million pertaining to the blast furnace facility. The blast furnace
assets are idled temporarily, and accordingly depreciation expense has continued to be recorded as a period cost. Additionally,
we had $117.5 million of coke inventory on hand at the Lorain facility which the Company would only use as an input to its blast
furnace (unless otherwise sold to an unconsolidated affiliate of our at prices in excess of carrying costs pursuant to an open
purchase agreement between our US subsidiary and this affiliate) at December 31, 2012.

We continually evaluate our
idled assets for impairment and believe that with the expected continued recovery of the industries into which we supply and resulting
expected demand in those markets, that the blast furnace will be restarted in the future. Accordingly, no impairment has been recorded
to date. We continue to incur costs to maintain the temporarily idled facility (such costs are charged to period expense) in anticipation
of bringing the facility back on line. Restarting the facility will require certain expenditures to restore the equipment to productive
status primarily inside the furnace area that utilizes refractory lining. A high number of our customers have preferences for steel
produced using the blast furnace due to better quality results from the constant temperature which produces even heat flow, and
we expect to restart the blast furnace once demand reaches a desired target level. Based on the above considerations and the fact
that our management clearly has not committed to a plan to abandon these assets, we believe the idled assets associated with our
blast furnace facility should be accounted for as assets in use.”

Comparison of years ended
December 2011 and 2012, page 52

 2. Please revise future filings to provide a more robust discussion of your results of operations by segment. In addition,
please revise future filings to provide a more comprehensive discussion of changes in administrative expenses.

In its
future filings, the Company will include a more robust discussion of operations by segment and a more comprehensive discussion
of the changes in administrative expenses.

Item 18. Financial Statements

Report of Independent Registered
Public Accounting Firm, page F-2

 3. Based on the provisions of SAS No. 1, section 543.09, it appears to us that your primary auditor was also required to refer
to the audit report of the other auditor in the last sentence of the second paragraph of their report. Please advise or revise.

The Company
discussed the provisions of SAS No. 1, section 543.09 with its auditors who agreed that reference should have been made to the
audit report of the other auditor in the last sentence of the second paragraph of their report. The Company will make this correction
in future filings.

5. Basis for the preparation
and presentation of the financial statements, page F-12

Summary of significant
accounting policies, page F-13

    3

 4. We note your disclosures on page 22 that indicate you have entered into a factoring arrangement. Please tell us, and revise
future filings to clarify, your accounting policy for this arrangement and provide any other disclosures required by IFRS 7.

In response to the
Staff’s comment, in November 2011 the Company entered into an agreement with an unrelated third-party (“purchaser”)
for the factoring of specific accounts receivable in order to reduce the amount of working capital required to fund such receivables.
The agreement had an initial term of one year and is automatically extended for additional periods of one year each unless either
party provides written notice of cancellation. No notice was provided in 2012. The advanced proceeds from the factoring of accounts
receivable under this agreement is accounted for as a sale and accordingly is accounted for as an off-balance sheet arrangement.

On the sale date,
the purchaser advanced funds equivalent to 80% of the value of receivables. The maximum amount of outstanding advances related
to the assigned receivables is $30 million. Proceeds on the transfer reflect the face value of the account less a discount. The
remaining amount between the receivable balance and the advance is held in reserve by the purchaser. Payment of the funds held
in reserve less a discount fee are made by the purchaser within four days of receipt of payment on collection of funds related
to each assigned receivable. The discount fee, which generally ranges from 1% if paid within 30 days (of the advance date) to 3.75%
if paid within 90 days, is recorded as a charge to interest expense in the Company’s consolidated statements of comprehensive
income (loss).

The purchaser has
no recourse against the Company if payments are not received due to insolvency of an account debtor within 120 days of the invoice
date. However, while the facility calls for the sale, assignment, transfer and conveyance of all rights, title and interests in
the selected accounts receivable, the purchaser may put and charge-back any receivable not paid to the purchaser within 90 days
of purchase for any reason besides insolvency of the account debtor. As collateral for the repayment of advances for receivables
factored, the purchaser has a priority security interest in all accounts receivable of the Company.

The Company factored
a face amount of $31.2 million and $11.0 million of accounts receivable to the purchaser during the years ended December 31, 2012
and 2011, respectively. Discount fees incurred pursuant to this agreement were approximately $0.5 million and $0.2 million for
the years ended December 31, 2012 and 2011, respectively. These discount fees are included within interest expense in the Company’s
consolidated statements of comprehensive income (loss). There was $2.6 million and $0.9 million of accounts receivable factored
which had not been collected by the purchaser at December 31, 2012 and 2011, respectively. The 2012 amount is subject to possible
charge-back to the Company. The Company evaluates the collectability of these factored accounts receivable in connection with the
evaluation of its total portfolio of its accounts receivable to determine the adequacy of the allowance for bad debts.

The accounting policy
for this factoring arrangement, as described above, will be clarified and included in future filings and provide any other disclosures
required under IFRS 7.

    4

16. Employee Benefits, page
F-33

 5. We note your disclosure that Republic participates in the Steelworkers Pension Trust and that you account for this as a
defined contribution plan. To the extent applicable, please explain to us why sufficient information is not available for you to
account for this plan as a defined benefit plan. Also, please revise future filings to provide all the disclosures required by
paragraph 148(c) and (d) of IAS 19.

The
Company believes that sufficient information is not available for it to account for the plan as a defined benefit plan as required
by the IAS 19 paragraph 139 in order to qualify as a defined benefit plan. These requirements are:

 1) Information about characteristics of the defined benefit plans including:

 a) Nature of the benefits provided by the plan, for instance, final salary or plans based on contributions
with guarantee.

 b) A description of the regulatory frame in which the plan operates, for instance, the level of
minimal financial requirements.

 c) A description of any other responsibilities of the company for the plan government, for instance,
responsibilities of the trust or members of the plan board.

 2) A description of the risks exposing plan to the company, based on unusual risks, specific of
the company and plan and any other significant risk concentration.

 3) A description of the modifications, reductions and settlements of the plan.

The
Company agrees to include in its future filings detailed information about whether the plan in question qualifies as a defined
benefit plan. In addition, the Company will include in its future filings all information required on the IAS 19 paragraph 148(
c) and (d).

18. Stockholders’ Equity,
page F-38

 6. Please revise future filings to include all the information required by paragraph 79(a) of IAS 1. Also, please tell us,
and clarify in future filings, why the amount of capital disclosed in note 18(a) is not equal to the amounts in your consolidated
statements of financial position and consolidated statements of changes in stockholders’ equity.

Regarding
the stockholders equity, the Company will include in its future filings all the information required by paragraph 79(a) of IAS1.
The Company’s common stock as of December 31, 2012 and 2011; and as of January 1, 2011 consist of a nominal capital stock
of $2,420,230 Mexican pesos and a restatement of capital stock of $412,038 Mexican pesos for a total of capital stock of $2,832,268
Mexican pesos. In its future filings the Company will include the restatement of capital stock in note 18(a) to make it agree with
the amount in the Company’s consolidated statements of changes in stockholders equity and its consolidated statements of
financial position.

25. Segment Information,
page F-43

 7. It is not clear to us why your disclosures related to information about products and information about geographic areas
are labeled “unaudited.” Please advise or revise.

    5

Regarding
the “unaudited” label on the disclosures related to the segment information about products and information by geographic
areas, the Company recognizes that it was inadvertently included and will be corrected in future filings.

26. Contingencies, page F-45

Department of Toxic Substances
Control, page F-45

 8. Your disclosure states “On October 19, 2010 the technical division of the DTSC recommended to the enforcement division
of DTSC that it impose significant penalties...” Please tell us, and revise future filings to quantify, the penalties they
recommended and whether you have recorded a provision for these penalties.

Regarding
the DTSC significant penalties, the Company responded to DTSC on November 15, 2010 with a letter disputing those violations and
even though the representative of DTSC expressed verbally that DTSC found those responses to be ‘satisfactory’, the
Company never received a written response stating that the DTSC will not pursue further action. The Company has not recorded a
provision for possible penalties, because according to its legal counsel, it is impossible to determine the extent of any fines
at this time.

 9. We note your disclosure that estimates you prepared related to potential remediation measures range from USD$ .8 million
to USD$ 1.7 million and that you have recorded a provision of USD$ .4 million. Please tell us, and clarify in future filings, why
your provision is less than the low end of your range.

The Company
recognizes that the stated provision of US$0.4 million for potential remediation was inaccurate, as it has a provision of US$0.816
million and will correct this data in its future filings.

_________________________

Please call
me (212-455-7433) with any questions you may have regarding the above responses.

Very truly yours,

/s/ David L. Williams

David L. Williams

cc:	Mario
Moreno Cortez

    6

##soft-page##
Grupo Simec S.A.B. de C.V.

Calzada Lázaro
Cárdenas 601

Colonia La
Nogalera, Guadalajara,

Jalisco, México
44440

Mr. John Cash

Branch Chief

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, DC 20549

 Re: Grupo Simec S.A.B. de C.V., Form 20-F for year ended December 31, 2012

Filed
May 15, 2013, File No. 1-11176

Ladies and Gentlemen:

In
response to the Commission’s staff’s comment letter dated August 19, 2013 (the “comment letter”)
relating to the above-referenced annual report (the “Annual Report”) of Grupo Simec S.A.B. de C.V. (the “Company”),
originally submitted on May 15, 2013 pursuant to the Securities Act of 1933, as amended, the Company confirms its acknowledgment,
in connection with its responses to the comment letter that:

1.	the
Company is responsible for the adequacy and accuracy of the disclosure in the filings;

2.
	Staff comments or changes to disclosure in response to Staff comments do not foreclose the Securities and Exchange Commission
from taking any action with respect to the filings; and

3.
	the Company may not assert Staff comments as a defense in any proceeding initiated by the Securities and Exchange Commission
or any person under the federal securities laws of the United States.

Very truly yours,

GRUPO SIMEC S.A.B.
de C.V.

By:
/s/ Mario Moreno Cortez

Name: Mario Moreno Cortez

Title: Chief Financial Officer

August 19, 2013

Via E -mail
Mr. Mario Moreno Cortez, Coordinator of Finance
Group Simec
Calzada Lázaro Cárdenas 601
Colonia La Nogalera, Guadalajara
Jalisco, México   44440

Re: Group Simec
 Form 20-F for the year ended December 31, 2012
Filed May 15, 2013
File No. 1 -11176

Dear Mr. Cortez :

We have reviewed your filing an d have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.

Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advising us when you will provide the requested
response.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please  tell us why in your response.

After reviewing any amendment to your filing and the information you provide in
response to these  comments, we may have  additional comments.

Item 5. Operating and Financial Review and Prospects, page 45

1. We note your disclosure that in 2010, 2011 and 2012 you did not purchase coke or pellets
since your Lorain, Ohio blast furnace facility was idle during th at period .  Please tell us,
and revise future filings to disclose, the net carrying value of idled assets.  Also, to the
extent material, please tell us, and clarify in future filings, how you assess idled assets for
impairment.

Comparison of years ended Dec ember 31, 211 and 2012, page 52

2. Please revise future filings to provide a more robust discussion of your results of
operations by segment.  In addition, please revise future filings to provide a more
comprehensive discussion of changes in administrative ex penses.

Mr. Mario Moreno Cortez
Group Simec
August 19, 2013
Page 2

 Item 18 . Financial Statements

Report of Independent Registered Public Accounting Firm, page F -2

3. Based on the provisions of SAS No. 1, section 543.09, it appears to us that your primary
auditor was also required to refer to the audit report of th e other auditor in the last
sentence of the second paragraph of their report.  Please advise or revise.

5. Basis for the preparation and presentation of the financial statements, page F -12

Summary of significant accounting policies, page F -13

4. We note yo ur disclosures on page 22 that indicate  you have entered into a factoring
arrangement.  Please tell us, and revise future filings to clarify, your accounting policy
for this arrangement and provide any other disclosures required by IFRS 7.

16. Employee Benefits, page F -33

5. We note your disclosure that Republic participates in the Steelworkers Pension Trust and
that you account for this as a defined contribution plan.  To the extent applicable, please
explain to us why sufficient information is not availa ble for you to account for this plan
as a defined benefit plan.  Also, please revise future filings to provide all the disclosures
required by paragraph 148(c) and (d) of IAS 19.

18. Stockholders’ Equity, page F -38

6. Please revise future filings to include  all the information required by paragraph 79(a) of
IAS 1.  Also, please tell us, and clarify in future filings, why the amount of capital
disclosed in note 18(a) is not equal to the amounts in your consolidated statements of
financial position and consoli dated statements of changes in stockholders’ equity.

25. Segment Information, page F -43

7. It is not clear to us why your disclosures related to information about products and
information about geographic areas are labeled “unaudited .”  Please advise or rev ise.

26. Contingencies, page F -45

Department of Toxic Substances Control, DTSC, page F -45

8. Your disclosure states “On October 19, 2010 the technical division of the DTSC
recommended to the enforcement division of DTSC that it impose significant
penalties …”  Please tell us, and revise future filings to quantify, the penalties they
recommended and whether you have recorded a provision for these penalties.

Mr. Mario Moreno Cortez
Group Simec
August 19, 2013
Page 3

9. We note your disclosure that estimates you prepared related to potential remediation
measures range fr om USD$ .8 million to USD$ 1.7million and that you have recorded a
provision of USD$ .4 million.  Please tell us, and clarify in future filings, why your
provision is less than the low end of your range.

We urge all persons who are responsible for the acc uracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applica ble Exchange Act rules require.   Since the company and its management are
in possession of all fact s relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of t he disclosures they have made.

In responding to our comments, please provide  a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the
filing;

 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 as sert staff comments as a defense in any proceeding initiated
by the Commission or any person under the federal securities laws of the United
States.

You may contact  Mindy Hooker  at (202) 551 -3732  or Anne McConnell  at (202) 551 -
3709  if you have questions regarding comments on the financial statements and related matters.
Please contact me at (202) 551 -3768  with any other questions.

Sincerely,

 /s/ John Cash

John Cash
Branch Chief

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

       DIVISION OF
CORPORATION FINANCE

  Mail Stop 4631
January 19, 2010
  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 completed our review of your Fo rm 10-K and related filings and have no
further comments at this time.
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) 551-3789.  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 Hartz        Senior Assistant Chief Accountant

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

CORRESP
1
filename1.htm

 S I M P S O N  T H A C H E R  &  B A R T L E T T  L L P

4 2 5  L E X I N G T O N  A V E N U E

N E W  Y O R K , N . Y . 1 0 0 1 7 - 3 9 5 4

( 2 1 2 ) 4 5 5 - 2 0 0 0

F A C S I M I L E  ( 2 1 2 ) 4 5 5 - 2 5 0 2

     DIRECT DIAL NUMBER
     E-MAIL ADDRESS

      212-455-7433
      dwilliams@stblaw.com

      October 16, 2009

Mr. John Cash

Accounting Branch Chief

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, NE

Washington, DC 20549-7010

     Re:
     Grupo Simec, S.A.B. de C.V. Form 20-F for Fiscal Year Ended December 31, 2008 Filed July 20, 2009, File No. 1-11176

 Ladies and Gentlemen:

      On behalf of Grupo Simec, S.A.B. de C.V. (Grupo Simec) (the “Company”), we are writing to respond to the comments set forth in the Commission’s staff’s comment letter dated September 8, 2009 (the “comment letter”) relating to the above-referenced annual report (the “Annual Report”) of the Company originally submitted on July 20, 2009, pursuant to the Securities Act of 1933, as amended.

      In addition, we are providing the following responses to the comments contained in the comment letter. For convenience of reference, we have reproduced below in italics the text of the comments of the Staff. The responses and information described below are based upon information provided to us by the Company.

 Form 20-F for the fiscal year Ended December 31, 2008

 Operating Results, page 49

     1.

      Please revise future filings to address the following:

        We note from your disclosure on page 16 that a significant portion of your sales are to the automotive industry. If changes in sales to this industry have a significant impact on your results, please present a specific, quantified discussion of such changes on a comparative basis.

        We note from your disclosure on page 16 that customers in the automotive industry continually seek price reductions. Please include a quantified discussion of the impact of these reductions on your operating results.

        We note that you experienced a significant decrease in sales during the six month period ended June 30, 2009. Please more fully discuss management’s expectations regarding future sale trends and any plans to address such trends.

 S I M P S O N  T H A C H E R  &  B A R T L E T T  L L P

     Mr. John Cash

     Securities and Exchange Commission

      - 2 -

      October 16, 2009

        Please address if and how any decreases in sales to a particular industry or on a consolidated basis may impact your liquidity.

    In response to the Staff’s comment, the Company advises the Staff that it undertakes to address in future filings (i) the impact of changes in sales to the automotive industry, (ii) the impact of price reductions, (iii) management’s expectations regarding future sale trends (and any plans to address such trends) and (iv) the impact on liquidity of decreases in sales to a particular industry or on a consolidated basis, in each case if significant.

Critical Accounting Policies, page 58

     2.

      Please provide us and revise future filings to include a more specific and comprehensive discussion regarding your basis for determining that deferred tax assets will be realized in the future. In this regard, please include a qualitative and quantitative description of the material assumptions used and a sensitivity analysis of those assumptions based on reasonably likely changes. Please also identify all the positive and negative evidence you considered in determining if a valuation allowance is necessary. Refer to paragraphs 23 and 24 of SFAS 109.

      In response to the Staff’s comment, the Company advises the staff that in order to evaluate the recoverability of deferred tax assets, it considered whether the probability of not recovering all or a portion of them was more likely than not. The final realization of deferred tax assets depends on the generation of taxable profits in the periods when the temporary differences are deductible. Upon carrying out this evaluation, the Company considered the expected reversal of deferred
tax liabilities, projected taxable profit and planning strategies. As part of its analysis, the Company also considered the impact of Mexico’s Flat-Rate Business Tax in the projected utilization of NOLs to determine which tax system (the regular income tax or the Flat Rate Business Tax) would be more likely to limit the realization of deferred tax assets. To the extent that the Flat Rate Business Tax did not limit recognition of deferred tax assets, the Company projected future
taxable profits for a period of four years. Based on the Company’s evaluation, it determined the amount of deferred tax asset that is more likely than not to be realized in the future against those taxable profits, and it recorded an allowance for the deferred tax asset amount that it does not expect to recover in the future. Any deferred tax amounts which were not recovered in that time period or through the reversal of deferred tax liabilities had a valuation allowance provided for their realization.

       To prepare its projected taxable profit and evaluate the realization of deferred tax assets the Company considered the following:

          Its history of tax asset realization

          Its history of profitability

 S I M P S O N  T H A C H E R  &  B A R T L E T T  L L P

     Mr. John Cash

     Securities and Exchange Commission

      - 3 -

      October 16, 2009

        Current and expected market and operating conditions.

        The deductible period of deferred tax assets

      The key assumptions made in projecting the Company’s profitability are that, in general, business activity will be lower in 2009 than in 2008 and will recover somewhat in 2010. After that time, the Company anticipates that its revenues will grow at approximately 5% average per year until 2013. Assumptions used in the analysis considered the current market conditions in developing short and long-term growth expectations. In projecting its profits, the Company also considered the expiration year of its NOLs in accordance with the Mexican Income Tax Law. Based on the Company’s sensitivity analysis,
it considered that a 10% decrease on its estimated revenues used to determine its projected taxable profit would not significantly affect the final realization of its net deferred tax asset recorded; because most of the deferred tax allowance results from its estimate that the Flat Rate Business Tax would be more likely to limit the realization of the NOL deferred tax
asset. As positive evidence of the determination of the Company’s valuation allowance, it is important to mention that its net deferred tax amount is a liability. Therefore, the materialization of such liability will generate additional taxable profit, lowering the Company’s risk to fail to realize its deferred tax assets. The Company is not aware of any material negative evidence (such as those described in paragraph 23 in SFAS 109) beyond that described above which limits the recognition of a deferred tax asset.

       The Company undertakes to describe its basis for determining the realization of deferred tax assets more specifically and comprehensively in future filings.

     3.

      Please provide us and revise future filings to include a more specific and comprehensive discussion of your impairment policy for goodwill. Reference SFAS 142. In this regard, please specifically address the following:

          A qualitative and quantitative description of the material assumptions used and a sensitivity analysis of those assumptions based on reasonably likely changes.

          How the assumptions and methodologies used for valuing goodwill in the current year changed since the prior year, highlighting the impact of any changes.

          Quantitative information regarding any significant known trends.

          Any other material and useful information you gather and analyze regarding the risks and recoverability of goodwill.

       In response to the Staff’s comment, the Company advises the Staff that in 2008, it recorded goodwill as a result of the Grupo SAN acquisition. Previous to this year, it did not record goodwill. In assessing the recoverability of its goodwill, the Company made assumptions regarding estimated future cash flows and other factors to determine its fair value. The impairment review process compares the fair value of the reporting unit in which goodwill resides (Grupo SAN) to its carrying value. The Company

 S I M P S O N  T H A C H E R  &  B A R T L E T T  L L P

     Mr. John Cash

     Securities and Exchange Commission

      - 4 -

      October 16, 2009

      estimated the reporting unit’s fair value based on a discounted future cash flow approach that requires estimating income from operations based on historical results adjusted for current operating conditions and discount rates based on a weighted average cost of capital from a market participant perspective. In order to estimate its cash flows used in its impairment computations, the Company considered the following:

          Its history of earnings

          Its history of capital expenditures

          The remaining useful lives of its primary assets

          Current and expected market and operating conditions.

          Its weighted average cost of capital

       Based on the above information, the key assumptions made are that, in general, business activity will be lower in 2009 than in 2008 and will recover somewhat in 2010 After that time, the Company anticipates that revenues will grow at approximately 5% average per year until 2013. As part of its analysis, the Company considered that its weighted average cost of capital would be 16.5% for its Mexican operations and 11% for its U.S. operations. As of December 31, 2008, the estimated fair value of Grupo SAN exceeded its respective carrying value. Therefore, the Company determined there was no impairment of goodwill as of that date. Also, if the Company’s estimated discounted cash flows were to decrease 10% (either by an increase in its weighted average cost of capital or by a decrease in its estimated revenues) at its Grupo SAN reporting unit, its fair value would still exceed the value of its goodwill and therefore no impairment recognition would be required.

       Additionally, as part of its impairment review process, the Company reconciled the aggregate fair value of the reporting units to its total market capitalization. The total premium of aggregate fair value to market capitalization was approximately 157 percent.
The Company believes that a portion of this is due to the general economic environment, and this was corroborated by independent valuation analyses available to the public that suggested that the Company’s market capitalization as of December 2008 was significantly undervalued. An independent estimate obtained from an analyst report with respect to the Company’s stock indicated an implied control premium of approximately 41 percent. This implied control premium is consistent with recently observed control premiums. Assumptions used in the analysis considered the current market conditions in developing short and long-term growth expectations. The reconciliation includes such factors as historical and
industry multiples, industry performance statistics and recent comparable transaction pricing among others.

       The Company undertakes to describe its goodwill impairment policy more specifically and comprehensively in future filings

 S I M P S O N  T H A C H E R  &  B A R T L E T T  L L P

     Mr. John Cash

     Securities and Exchange Commission

      - 5 -

      October 16, 2009

Item 15. Controls and Procedures

  A. Disclosure Control and procedures, page 99

     4.

      Given the material weaknesses in internal control over financial reporting, discuss in reasonable detail the basis for management’s conclusion that the company’s disclosure controls and procedures were nonetheless effective as of the end of the period covered by the report.

      In response to the Staff’s comment, the Company advises the Staff that its principal executive officer and principal financial officer, after evaluating the effectiveness of the Company’s disclosure controls and procedures (as defined in Exchange Act Rule 13a- 15(e)) as of December 31, 2008, have concluded that the Company’s disclosure controls and procedures were not effective as of such date, as expressed in Item 15(b). Item 15A of the Company’s amended 2008 Form 20-F will be revised as set forth on Appendix A hereto.

 B. Management’s Annual Report on Internal Control over Financial Reporting, page 99

     5.

      In management’s report, include a statement that the registered public accounting firm that audited the financial statements included in the annual report has issued an attestation report on management’s assessment of the issuer’s internal control over financial reporting as required by Item 15(b)(4) of Form 20-F.

      In response to the Staff’s comment, the Company advises the Staff that the effectiveness of the Company’s internal control over financial reporting, as of December 31, 2008, has been audited by Mancera, S.C., a member firm of Ernst & Young Global, an independent registered public accounting firm, as stated in their report which appears in Item 15C. Item 15B of the Company’s amended 2008 Form 20-F will be revised as set forth on Appendix B hereto.

     6.

      Revise your disclosure in the second sentence to conform to the language defining internal control over financial reporting in Rule 13a-15(f) under the Exchange Act.

      In response to the Staff’s comment, the Company advises the Staff that the second sentence of Item 15B of the Company’s amended 2008 Form 20-F will be revised to conform to the language defining internal control over financial reporting in Rule 13a- 15(f) under the Exchange Act, as set forth on Appendix B.

 D. Changes in Internal Control over Financial Reporting, page 102

     7.

We note your disclosure that, “Except as described in Items 15B and 15C in this annual report, there were no changes in or internal control over financial reporting…”. Revise to state clearly, if correct, that there were changes in your internal control over financial reporting that occurred during the fiscal year that have

 S I M P S O N  T H A C H E R  &  B A R T L E T T  L L P

     Mr. John Cash

     Securities and Exchange Commission

      - 6 -

      October 16, 2009

      materially affected or are reasonably likely to materially affect, your internal control over financial reporting.

       In response to the Staff’s comment, the Company advises the Staff that there was a change in its internal control over financial reporting during the period covered by the annual report of 2008 that materially affected, or was reasonably
likely to materially affect, its internal control over financial reporting. Due to the Company’s continuing growth during the year ended December 31, 2008, the existing structure of its finance department became no longer sufficient to allow key supervision controls to function effectively with respect to its financial statement closing process, deferred taxes and business acquisitions processes. The Company’s management has determined that these deficiencies constitute a material weakness. Accordingly, the Company’s management has concluded that it did not maintain effective internal control over financial reporting as of December 31, 2008. Item 15D in the Company’s amended 2008 20-F will be revised as set
forth on Appendix C hereto.

Item 19. Exhibits, page 105

     8.

      We note the disclosure that several of the exhibits have been previously filed. Please revise to indicate that you are incorporating these exhibits by reference and indicate the filing(s) from which you are incorporating by

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

       DIVISION OF
CORPORATION FINANCE

 Mail Stop 4631
September 8, 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 filings and have the following comments.  Where
indicated, we think you should re vise 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 deta iled as necessary in your explanation.  In
some of our comments, we may ask you to pr ovide us with supplemental information so
we may better understand your disclosure.  Af ter reviewing this information, we may or
may not raise additional comments.
Please understand that the purpose of our re view 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 fiscal year ended December 31, 2008

 Operating Results, page 49

1. Please revise future filings to address the following:
• We note from your disclosure on page 16 that a significant portion of your
sales are to the automotive industry.  If ch anges in sales to this industry have a
significant impact on your results, pleas e present a specific, quantified
discussion of such changes on a comparative basis.

Mr. Jose Flores Flores
Group Simec, Inc. September 8, 2009 Page 2
• We note from your disclosure on page 16 that customers in the automotive
industry continually seek  price reductions.  Pleas e include a quantified
discussion of the impact of these re ductions on your operating results.
• We note that you experienced a signifi cant decrease in sales during the six
month period ended June 30, 2009.  Pleas e more fully discuss management’s
expectations regarding future  sale trends and any plans to address such trends.
• Please address if and how any decreases in  sales to a particular industry or on
a consolidated basis may impact your liquidity.
 Critical Accounting Policies, page 58

2. Please provide us and revise future fi lings to include a more specific and
comprehensive discussion regarding your ba sis for determining that deferred tax
assets will be realized in the future.  In this regard, pleas e include a qualitative
and quantitative description of the material assumptions used and a sensitivity analysis of those assumptions based on reasonably likely changes.  Please also
identify all the positive and negative evid ence you considered in  determining if a
valuation allowance is necessary.  Re fer to paragraphs 23 and 24 of SFAS 109.
3. Please provide us and revise future fi lings to include a more specific and
comprehensive discussion of your impairment policy for goodwill.  Reference SFAS 142.   In this regard, please specifi cally address the following:
• A qualitative and quantitative description of the material assumptions used
and a sensitivity analysis of those as sumptions based on reasonably likely
changes.
• How the assumptions and methodologies used for valuing goodwill in the
current year changed since the prior year, highlighting th e impact of any
changes.
• Quantitative information regardi ng any significant known trends.
• Any other material and useful inform ation you gather and analyze regarding
the risks and recoverability of goodwill.
 Item 15. Controls and Procedures

A.  Disclosure Control and Procedures, page 99
4. Given the material weaknesses in internal control over financial reporting, discuss
in reasonable detail the ba sis for management’s conclusion that the company’s
disclosure controls and procedures were nonetheless effective as of the end of the
period covered by the report.

B. Management’s Annual Report on Internal  Control over Financial Reporting, page 99
5. In management’s report, include a statem ent that the registered public accounting
firm that audited the financial statements  included in the annual report has issued

Mr. Jose Flores Flores
Group Simec, Inc. September 8, 2009 Page 3
an attestation report on management’s asse ssment of the issuer’s internal control
over financial reporting as require d by Item 15(b)(4) of Form 20-F.
6. Revise your disclosure in the second sent ence to conform to the language defining
internal control over financial reporting in Rule 13a-15(f) under the Exchange
Act.

D. Changes in Internal Control over Financial Reporting, page 102

7. We note your disclosure that, “Except as described in Items 15B and 15C in this
annual report, there were no changes in our internal control over financial
reporting…”.  Revise to state clearly, if correct, that there were changes in your
internal control over financial reporting th at occurred during the fiscal year that
have materially affected or are reasonably likely to materially affect, your internal
control over financial reporting.

Item 19. Exhibits, page 105
8. We note the disclosure that several of the exhibits have been previously filed.
Please revise to indicate that you are inco rporating these exhibits by reference and
indicate the filing(s) from which you are incorporating by reference.

Exhibits 12.1 and 12.2
9. Please file an amendment to your Form 20-F to include revised copies of these
exhibits to provide the cert ifications in the exact fo rm required by Form 20-F.
Refer to paragraph 12 of the Instructions to Exhibits.  In this regard, we note that
you omitted from each exhibit the certifications regard ing internal control over
financial reporting set forth in paragraph (4 ), as well as the reference to internal
control over financial reporting in the introduction to paragraph (4).

Report of Independent Registered Public Accounting Firm, page F-2
10. Your audit report indicates that your auditor conducted their audit “in accordance
with auditing  standards of the Public Comp any Accounting Oversight Board
(United States)” however, Audit Standard  No.1 states that the auditor should
conduct their audit “in acco rdance with the standards of the Public Company
Accounting Oversight Board” since su ch standards also include practice
standards.  Please amend your filing to include a report from your independent
accountant that complies with the requ irements of Audit Standard No.1.

Mr. Jose Flores Flores
Group Simec, Inc. September 8, 2009 Page 4   Note (19) Differences between Mexican fina ncial reporting standards and United States
accounting principles, page F-42
 General

11. We note your disclosure on page F-13 that  you consider a hedge instrument to be
highly effective when changes in its fair  value or cash flows of the primary
position are compensated on a regular or cumulative basis by changes in fair
value or cash flows of the hedging instrument in a ra nge between 80% and 125%.
Please tell us how you considered the gui dance in SFAS 133 in determining that
this range could be defined as high ly effective for U.S. GAAP purposes.

Statement of cash flows, page F-49
12. Please explain how you determined it is ap propriate to classify changes in your
long-term inventory and other non-current assets in cash flows from investing
activities.  Reference SFAS 95.

Goodwill and intangibles, page F-48
13. We note your references to an independe nt valuation analyses and independent
estimates of your market capitalization.  Pleas e tell us the nature and extent of the
involvement of third parties and tell us  whether you believe they are acting as
experts as defined in the Securities Act of 1933.
14. Please revise future filings to disclose goodwill by reportable segment.  Reference
paragraph 45 of SFAS 142.

*    *    *    *
   Please respond to these comments with in 10 business days, or tell us when you
will provide us with a response.  Please pr ovide us with a supplemental response letter
that keys your responses to our comment s 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 reviewin g 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 sta ff to be certain that they have provided all
information investors require.  Since the co mpany 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.

Mr. Jose Flores Flores
Group Simec, Inc. September 8, 2009 Page 5     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 advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.

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

CORRESP
1
filename1.htm

      Unassociated Document

    February
      6, 2007

    Ms.
      Pamela A. Long

    Assistant
      Director

    Securities
      and Exchange Commission

    Division
      of Corporation Finance

    100
      F.
      Street, N.E.

    Washington,
      D.C. 20549

    Re:
       Grupo
      Simec, S.A.B. de C.V.

    Registration
      Statement on Form F-1

    File
      No.
      333-138239

    Dear
      Ms.
      Long:

    In
      accordance with Rule 461 under the Securities Act of 1933, as amended, Grupo
      Simec, S.A.B. de C.V. (the “Company”) hereby respectfully requests the
      acceleration of the effective date of the above-referenced Registration
      Statement to 9:30 a.m. Eastern Standard Time on Thursday, February 8, 2007,
      or
      as soon thereafter as practicable.

    In
      connection with this request, the Company acknowledges that: (1) should the
      Securities and Exchange Commission or the staff, acting pursuant to delegated
      authority, declare the filing effective, it does not foreclose the Securities
      and Exchange Commission from taking any action with respect to the filing;
      (2)
      the action of the Securities and Exchange 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 (3) the Company may not assert this action
      as defense in any proceeding initiated by the Securities and Exchange Commission
      or any person under the federal securities laws of the United States.

    Please
      contact Walter Van Dorn at (212) 912-7446 or Marc Rossell at (212) 912-7430
      of
      Thacher Proffitt & Wood LLP
      once you
      have declared the above-referenced Registration Statement effective or if you
      have any questions.

    Sincerely,

    /s/
      Jose Flores Flores

    Jose
      Flores Flores,

    Chief
      Financial Officer

    cc:
       Craig
      Slivka,

    Securities
      and Exchange Commission

    Luis
      García Limón,

    Grupo
      Simec, S.A.B. de C.V.

    Michael
      L. Fitzgerald

    Taisa
      Markus,

    Milbank,
      Tweed, Hadley & McCloy LLP

    Marc
      M.
      Rossell

    Walter
      G.
      Van Dorn, Jr.

    Amelia
      G.
      Baker,

    Thacher
      Proffitt & Wood LLP

CORRESP
1
filename1.htm

      Unassociated Document

    February
      6, 2007

    Ms.
      Pamela Long,

    Assistant
      Director

    United
      States Securities and Exchange Commission

    Division
      of Corporate Finance

    100
      F
      Street N.E.

    Washington,
      D.C. 20549-7010

    Re:
        Grupo
      Simec, S.A.B. de C.V.

    Registration
      Statement on Form F-1

    Registration
      No. 333-138239

    Ladies
      and Gentlemen:

    In
      connection with the proposed offering of the above-captioned securities, we
      wish
      to advise you that we, as a representative of the underwriters, hereby join
      Grupo Simec, S.A.B. de C.V.’s request that the effective date of the
      above-captioned Registration Statement be accelerated so that the same will
      become effective on February 8, 2007 at 9:30 a.m., Eastern Standard Time or
      as
      soon as practicable thereafter.

    The
      following is supplemental information supplied under Rule 418(a)(7) and Rule
      460
      under the Securities Act of 1933:

              (i)

              Date
                of preliminary prospectus: January 19, 2007

              (ii)

              Dates
                of distribution: January 19, 2007 through February 5,
                2007

              (iii)

              Number
                of prospective underwriters to whom the preliminary prospectus was
                furnished: Two

              (iv)

              Number
                of prospectuses so distributed: approximately 10,600

              (v)

              Compliance
                with Rule 15c2-8 under the Securities Exchange Act of 1934: Included
                in
                Master Agreement Among Underwriters of Salomon Smith Barney Inc.
                (now
                known as Citigroup Global Markets
                Inc.).

    Very
      truly yours,

    Citigroup
      Global Markets Inc.

    /s/
      Juan Carlos George

    Name:
      Juan Carlos George

    Title:
      Director

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

       DIVISION OF
CORPORATION FINANCE

MAIL STOP 7010
         December 29, 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.
Amendment Number 1 to 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 amended filing and your response and have the following
comments.  We welcome any questions you may ha ve about our comments or any other aspect
of our review.  Feel free to call us at the te lephone numbers listed at the end of this letter.

General

1. We have reviewed your response to prior co mment six.  However, we continue to note
numerous references to independent and/or other specialists throughout your filing.  For
example, on page F-12, you refer to an indepe ndent appraisal in your discussion of the
fair value of the assets and liabilities of Republic.  Therefore, as previously requested, please either identify each expe rt you refer to or delete your reference to them.  If you
identify and refer to an expert, you must file th eir consent as an exhibit.  Refer to Section
436(b) of Regulation C.

Summary Consolidated Fina ncial Information, page 8

2. We have reviewed your response to our prio r comment eleven as well as the revisions
you have made to your filing.  However, your presentation of EBITDA excludes numerous items in addition to what the acronym indicates.  Therefore,  please either re-
name the measure you present or revise it so  that it complies with the acronym.  In
addition, please include a more comprehensive discussion of the specific limits relayed to
excluding recurring items from a performance measurement.

Luis García Limón
Grupo Simec, S.A.B. de C.V.
Page 2 of 4
Forward Looking Statements, page 28

3. Please revise the last sentence on page 28 to delete your reference to “undue reliance.”
This statement is extremely vague.

Use of Proceeds, page 29

4. We note your response to comment 16 of our  letter dated November 22, 2006.  Please
disclose the estimated net amount of the proceeds broken down into each principal
intended use thereof. If the anticipated pr oceeds will not be sufficient to fund all the
proposed purposes, the order of pr iority of such purposes should be given, as well as the
amount and sources of other funds needed.  In  that regard, we rei ssue comment 16 of our
letter dated November 22, 2006.

Liquidity and Capital Resources, page 58

5. We note your response to comment 25 of our  letter dated November 22, 2006.  Please
revise to disclose with more specificity th e material restrictive covenants in the GE
Facility, including the specific ratios and financial tests.  In that regard, we reissue
comment 25 of our letter dated November 22, 2006.  In addition, we note your disclosure
that Republic “has not borrowed any amounts unde r the facility to date .”  Please clarify
this disclosure when compared with  Note 9 to your financial statements for the year
ended December 31, 2005.

6. Please also confirm to us that you are curre ntly in compliance w ith all restrictive
covenants in your debt instruments.

Where You Can Find Additional Information, page 124

7. We note your response to comment 33 of our letter dated November 22, 2006.  The
qualification by reference to documents outsi de of the prospectus is permitted under
Rule 411(a) of Regulation C under the S ecurities Act only where a summary of a
particular document is required or where co ntemplated by the form.  Please note that the
last two sentences of the fi rst paragraph on page 132 are in consistent with Rule 411 of
Regulation C.  Therefore, please delete these sentences.  Please also comply with this
comment in your sections “Description of Capital Stock”

8. In addition, please delete the references to  the Chicago and New York offices of the
Commission.

Luis García Limón
Grupo Simec, S.A.B. de C.V.
Page 3 of 4
Note 12. Income Tax, Asset Tax and Employee Profit Sharing and Tax Loss Carryforwards,
page F-31

9. We note your response to our prior comment 36.  Please revise your filing to include a
more comprehensive discussion of these adjust ments.  This discussion may be similar to
the one provided in your response.

Note 19. Differences between Mexican and Un ited States accounting principles, page F-44
General

10. We note from your response to our prior comme nt 37 that the percentages of ownership
of SimRep represent each owner’s own voting ri ghts.  Please tell us if these percentages
also represent each owner’s equity interest in SimRep.  In addition, we note from your response that your acquisition of Republic re sulted in $229 million of negative goodwill.
However, given your disclosure on page F- 37 that the transaction was valued at $245
million, of which $229 million represented the purchase price, it is unclear to us why the negative goodwill appears to also equal the purchase price.  Please explain.  Please also help us understand the facts and circumstances  that resulted in the negative goodwill.

11. We note your response to our prior comment  40.  Tell us, and revise your filing to
disclose, what your revenue recognition polic y is for the supply agreements and how you
have considered the accounting for the ri ght of return under U.S. GAAP in the
subsequent interim period.

12. We note your response to our prior comment 42.  Given your statement that you have no
contingent revenues, earnings or assets, pl ease delete your disclosure related to these
items.

13. We have reviewed your response to our prior comment 43 and the revisions you have made to your filing.  We note that you consider your U.S. operations a separate reporting segment in 2006 and have added disclosure to your June 30, 2006 financial statements.  However, it is unclear to us why you have not restated the corresponding information for
2005.  Please advise or revise.  Refe r to paragraphs 34-35 of FAS 131.

PAV Republic, Inc. and Subsidiaries
General

14. We have reviewed your response to our pr ior comment 46.  However, the previous
correspondence with the Staff that you make  reference to focused on the financial
statements required for Atlax, S.A. de C.V. and Metamex, S.A. de C.V., not on the financial statements required for PAV Republic , Inc. under Rule 3-05 of Regulation S-X.
Therefore, as previously requested, please tell us how you determined that comparative
financial statements for the interim period ended June 30, 2005 should not be included in
your filing.  Please be advised that if financial statements  are required, you may attempt
to waiver for their exclusion from the Di vision’s Office of the Chief Accountant.

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

Unaudited Pro Forma Condensed Combined Statem ents of Income for the Six Months Ended
June 30, 2005 and for the Year Ended December 31, 2005
Note 2, page F-142

15. We note your response to our prior comment 47.  However, it remains unclear to us how
you have considered whether, in light of your cancellation of the Republic stock option
plan, other forms of compensation would have  been required to retain the relevant
employees during these prior tim e periods.  Please explain.

Signatures

16. Please revise to indicate that the principal acc ounting officer or controller has signed this
registration statement.

Closing Comments

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 comm ents after reviewing your amendment and
responses to our comments.
You may contact Patricia Armelin at (202)  551-3747 or Anne McConnell at (202) 551-
3709 if you have questions regarding comments on th e financial statements and related matters.
Please contact Craig Slivka at (202) 551-3729 or Lesli Sheppard at  (202) 551-3708 with any
other questions.

Sincerely,

        Pamela A. Long
        A s s i s t a n t  D i r e c t o r

CC: Marc M. Rossell, Esq.
 Walter Van Doren, Esq.

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

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

Mail Stop 07010

      October 26, 2005

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
		Filed July 12, 2005
      File # 1-11176

Dear Mr. Flores:

      We have completed our review of your Form 20-F and related
filings and have no further comments at this time.

      If you have any further questions regarding our review of
your
filings, please direct them to Patricia Armelin, Staff Accountant,
at
(202) 551-3747 or, in her absence, to the undersigned at (202)
551-
3768.

                                                Sincerely,

							John Cash
								Accounting Branch Chief
??

??

??

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

         DIVISION OF
CORPORATION FINANCE

</TEXT>
</DOCUMENT>

CORRESP
1
filename1.htm

October 5, 2005

Securities and Exchange Commission

Division of Corporation Finance
100 F Street NE
Washington, D.C. 20549
Attn: Patricia
Armelin

                           Re:
Grupo
Simec, S.A. de C.V.
                                    Form 20-F for the year ended
December 31, 2004
                                 Filed July 12, 2005

                                    File # 1-11176

Dear Sirs:

        This
is in response to the letter of the Securities and Exchange Commission (the “Commission”)
dated September 8, 2005, pursuant to which the staff of the Commission has raised one
comment with respect to our Annual Report on Form 20-F referenced above. With respect to
Note 18 of Grupo Simec’s consolidated financial statements, “Differences between Mexican
and United States accounting principles,” included in the above-referenced Annual Report,
the comment of the staff is as follows: “We note that holders of your variable capital
common stock may require you to redeem those shares. Please provide us with a
comprehensive discussion of how you considered FRP 211 and concluded that those shares
did not need to be classified outside permanent equity under U.S. GAAP.”

        We
believe that, notwithstanding FRP 211, it is appropriate under U.S. GAAP to classify our
variable common stock as permanent capital. We further believe that separately presenting
variable common stock and fixed common stock on our balance sheet and including the full
range of additional disclosures contemplated by FRP 211 would not provide meaningful
information to investors and as a practical matter would be confusing and potentially
misleading. We note that FRP 211 appears to apply only to redeemable preferred stock and
not to common stock (while the text of FRP 211 indicates that its coverage is limited to
preferred stock, the definition of “Redeemable Preferred Stock” contained in Section
211.02 is ambiguous as to whether only preferred stock or all classes of stock are within
the definition). Nonetheless, we believe that our variable common stock is disguishable
from the type of redeemable security upon which FRP 211 is focused such that the
treatment called for by FRP 211 with respect to redeemable preferred stock is not
applicable to our variable common stock.

        Under
Mexican law, all Mexican companies organized as a sociedad anonima de capital variable
may have both fixed and variable common stock. The variable portion of the capital stock
of a Mexican company organized as a sociedad anonima de capital variable which is listed
on the Mexican Stock Exchange may never exceed ten times the amount represented by the
fixed

Securities and Exchange Commission

Division of Corporation Finance
October 5, 2005
Page 2

portion. At December 31, 2004, Grupo
Simec’s total share capital was consisted of 133,542,984 shares, comprised of 15,283,350
shares of fixed capital stock (all of which are held by Grupo Simec’s controlling
shareholder Industrias CH, S.A. de C.V.) and 118,259,634 shares of variable capital
stock. The fixed and variable capital stock are identical in all respects in the hands of
investors, economically and otherwise, other than with respect to the redemption feature
attendant to the variable capital stock.

        The
redemption right which exists with respect to our variable common stock is a right
granted stockholders under Mexican law and is not a term of the common stock itself. On
the other hand, preferred stock may have a redemption feature made part of its terms
pursuant to negotiations with investors. The distinction is important in that negotiated
redemption provisions of preferred stock issuances are terms investors have bargained
for, and are an element of an investment decision which investors expect to be able to
avail themselves of when circumstances warrant (e.g., the redemption terms offer a
superior return on investment than a sale of the security or there is inadequate
liquidity for the sale of the security). The provisions of Mexican law relating to the
redemption features of variable common stock on the other hand are provisions which are
applicable to the variable common stock of all Mexican issuers and, accordingly, are not
terms investors deem as integral to their investment decision and do not view as
substantive. These redemption provisions, presumably designed to give minority investors
the opportunity to dispose of a security in the absence of a liquid capital market, have
existed in Mexico since 1934 and have not been amended since their enactment.

        Notwithstanding
that Mexican law does afford investors redemption rights with respect to variable common
stock, as a practical matter the timing and pricing mechanism provided under Mexican law
are so unwieldy as to make the redemption feature impractical. As outlined on pages F-45
through F-46 of our consolidated financial statements and page 39 of the Annual Report,
there are significant practical limitations on the utility of the redemption right.
First, investors must give ample advance notice of a redemption: (A) if the notice is
given in the first three quarters of a fiscal year, such redemption is effective with
respect to that fiscal year, with payment to be made subsequent to the annual
shareholders’ meeting at which the relevant annual financial statements (and, if agreed
by the shareholders, the redemption) are approved (typically approximately 120 days or so
after the end of the fiscal year), thus payment would occur no earlier than seven months
after notice is given and (B) if the notice is given in the fourth quarter of a fiscal
year, such redemption is effective with respect to the subsequent fiscal year, with
payment to be made subsequent to the annual shareholders’ meeting at which the relevant
annual financial statements of such subsequent fiscal year (and, if agreed by the
shareholders, the redemption) are approved (typically approximately 120 days or so after
the end of such fiscal year), thus payment would occur no earlier than sixteen months
after notice is given. Secondly, upon giving notice, the investor will not know and will
not be able to determine or estimate with any significant degree of certainty the
redemption price to be received, which would be the lower of (i) 95% of the average
market value of the shares on the Mexican Stock Exchange for the final 30 trading days of
the subject fiscal year and (ii) the book value of the shares at the end of subject
fiscal year. Accordingly, in addition to a substantial time delay in effecting redemption

Securities and Exchange Commission

Division of Corporation Finance
October 5, 2005
Page 3

subsequent to giving notice thereof,
the redemption price will be determined subsequent to notice based on the formula
outlined above which will yield a result which can not reasonably be anticipated. A
rational economic decision of an investor wishing to liquidate his holdings would be to
simply sell his shares in the market. Accordingly, we believe that the possibility that a
stockholder would ever exercise the redemption right afforded under Mexican law is remote.

        We
note that Simec’s shares are traded on the Mexican Stock Exchange and its ADRs
representing common shares are traded on the American Stock Exchange; we believe these
markets provide ample liquidity for any investor wishing to liquidate his share position.
We note no holder of variable common stock of Simec has ever attempted to exercise the
redemption rights afforded under Mexican law and we are not aware of such redemption
provision otherwise being used with respect to any other Mexican company with publicly
traded shares. We are not aware of any other Mexican company filing annual reports on
Form 20-F that presents its variable common stock as other than permanent capital under
U.S. GAAP.

        Accordingly,
we have concluded that, for the reasons set forth above, our variable common stock is as
a practical matter indistinguishable from our fixed capital stock, and, therefore, is
appropriately presented as permanent capital under U.S. GAAP.

        We
acknowledge that:

    •

    we
are responsible for the adequacy and accuracy of the disclosure in our filings with the
Securities and Exchange                            Commission;

    •

    comments
of the staff of the Commission or changes to                            our disclosure in
response to comments of the staff                            of the Commission do not
foreclose the Commission                            from taking any action with respect
to the subject                            filing; and

    •

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

        If
you have any questions regarding this letter, please contact the undersigned at
011-52-33-1057-5734.

Sincerely,

                                                          /s/ Jose Flores Flores

                               Jose Flores Flores

                                                          Chief Financial Officer

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
Mail Stop 7010

                                                September 8, 2005

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
		Filed July 12, 2005
      File # 1-11176

Dear Mr. Flores:

      We have reviewed your filings and have the following
comments.
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 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 Period ended December 31, 2004

Note 18-Differences between Mexican and United States accounting
principles, page F-39

Variable capital common stock, page F-46
1. We note that holders of your variable capital common stock may
require you to redeem those shares.  Please provide us with a
comprehensive discussion of how you considered FRP 211 and
concluded
that those shares did not need to be classified outside permanent
equity under U.S. GAAP.

*    *    *    *

		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.
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 Patricia Armelin, Staff Accountant, at (202) 551-
3747,
Anne McConnell, Senior Accountant, at (202) 551-3709 or, in their
absence, to the undersigned at (202) 551-3768.
      .

							Sincerely,

							John Cash
							Accounting Branch Chief

??

??

??

??

Mr. Jose Flores Flores
Group Simec, Inc.
September 8, 2005
Page 1

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

         DIVISION OF
CORPORATION FINANCE

</TEXT>
</DOCUMENT>