SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
--------------------------------------------------------------------------------

                                 SCHEDULE 13D/A


                                (Rule 13d-101)(1)

    Information to be Included in Statements Filed Pursuant to Rule 13d-1(a)
             and Amendments Thereto Filed Pursuant to Rule 13d-2(a)

                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549
                    Under the Securities Exchange Act of 1934
                                (Amendment No.2)

               Fomento Economico Mexicano, S.A. de C.V. ("FEMSA")
--------------------------------------------------------------------------------
                                (Name of Issuer)


    BD Units ("BD Units") consisting each of one Series B Share, without par
   value (a "B Share"), two Series D-B Shares, without par value (each a "D-B
                 Share"), and two Series D-L Shares, without par
          value (each a "D-L Share"); American Depositary Shares, each
           representing one BD Unit ("BD Unit ADSs"); and B Units ("B
                    Units") each consisting of five B Shares.
--------------------------------------------------------------------------------
                         (Title of Class of Securities)

                                   3444191062(2)
--------------------------------------------------------------------------------
                                 (CUSIP Number)

                          Carlos Eduardo Aldrete Ancira
                           General Anaya No. 601 Pte.
                               Colonia Bella Vista
                           Monterrey, NL 64410 Mexico
                                +52 81 8328 6180
--------------------------------------------------------------------------------
             Name, Address and Telephone Number of Person Authorized
                      to Receive Notices and Communications

                                 March 12, 2004
--------------------------------------------------------------------------------
             (Date of Event which Requires Filing of this Statement)


-----------------------------

1 The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.

2 CUSIP number is for the BD Unit ADSs only. No CUSIP number exists for the BD
Units, B Units, B Shares, D-B Shares or D-L Shares, since such units and shares
are not traded in the United States.

If the filing person has previously filed a statement on Schedule 13D to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of ss.ss. 240.13d-1(e), 240.13d-1(f), or 240.13d-1(g) check the
following box. | |




                     Note. Schedules filed in paper format shall include a
                     signed original and five copies of the schedule, including
                     all exhibits. See ss. 240.13d-7 for other parties to whom
                     copies are to be sent.



The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).



CUSIP No.   344419106                 13D                     Page 2 of 74 Pages

1     NAME OF REPORTING PERSONS

      I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY)

      Technical Committee under Irrevocable Trust No. F/29487-6
      established at Bancomer, S.A., as Trustee

2     CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
                                                                     (a) [ ]
                                                                     (b) [X]

3     SEC USE ONLY


4     SOURCE OF FUNDS

      Not Applicable

5     CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
      or 2(e)   [ ]

6     CITIZENSHIP OR PLACE OF ORGANIZATION

      Mexico

                                7   SOLE VOTING POWER

                                    1,907,373,675 B Shares;
                                    -0- D-B Shares;
                                    -0- D-L Shares

                                8   SHARED VOTING POWER

        NUMBER OF                   -0- B Shares;
         SHARES                     -0- D-B Shares;
      BENEFICIALLY                  -0- D-L Shares
        OWNED BY
          EACH                  9   SOLE DISPOSITIVE POWER
        REPORTING
         PERSON                     -0- B Shares;
          WITH                      -0- D-B Shares;
                                    -0- D-L Shares

                                10  SHARED DISPOSITIVE POWER

                                    1,907,373,675  B Shares;
                                    -0- D-B Shares;
                                    -0- D-L Shares
                                    (See Schedule I)

11    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

      1,907,373,675 B Shares; -0- D-B Shares; and -0- D-L Shares

12    CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
      (See Instructions)   [ ]

13    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

      69.7% of B Shares; 0% of D-B Shares; and 0% of D-L Shares

14    TYPE OF REPORTING PERSON*

      00



CUSIP No.   344419106                 13D                     Page 3 of 74 Pages

1     NAME OF REPORTING PERSONS

      I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY)

      BBVA Bancomer Servicios, S.A., as Trustee under Trust No. F/25078-7

2     CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
                                                                     (a) [ ]
                                                                     (b) [X]

3     SEC USE ONLY


4     SOURCE OF FUNDS

      Not Applicable

5     CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
      or 2(e)   [ ]

6     CITIZENSHIP OR PLACE OF ORGANIZATION

      Mexico

                                7   SOLE VOTING POWER

                                    1,633,466 B Shares;
                                    3,266,932 D-B Shares;
                                    3,266,932 D-L Shares

                                8   SHARED VOTING POWER

        NUMBER OF                   1,907,373,675 B Shares;
         SHARES                     -0- D-B Shares;
      BENEFICIALLY                  -0- D-L Shares
        OWNED BY                    (See Schedule I)
          EACH
        REPORTING               9   SOLE DISPOSITIVE POWER
         PERSON
          WITH                      1,633,466 B Shares;
                                    3,266,932 D-B Shares;
                                    3,266,932 D-L Shares

                                10  SHARED DISPOSITIVE POWER

                                    1,907,373,675  B Shares;
                                    -0- D-B Shares;
                                    -0- D-L Shares
                                    (See Schedule I)

11    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

      1,909,007,141 B Shares; 3,266,932 D-B Shares; and 3,266,932 D-L Shares

12    CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
      (See Instructions)   [ ]

13    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

      69.7% of B Shares; 0.3% of D-B Shares; and 0.3% of D-L Shares

14    TYPE OF REPORTING PERSON*

      00


CUSIP No.   344419106                 13D                     Page 4 of 74 Pages

1     NAME OF REPORTING PERSONS

      I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY)

      Eugenio Garza Laguera

2     CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
                                                                     (a) [ ]
                                                                     (b) [X]

3     SEC USE ONLY


4     SOURCE OF FUNDS

      Not Applicable

5     CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
      or 2(e)   [ ]

6     CITIZENSHIP OR PLACE OF ORGANIZATION

      Mexico

                                7   SOLE VOTING POWER

                                    4,440,868 B Shares;
                                    8,881,736 D-B Shares;
                                    8,881,736 D-L Shares

                                8   SHARED VOTING POWER

        NUMBER OF                   1,907,373,675 B Shares;
         SHARES                     -0- D-B Shares;
      BENEFICIALLY                  -0- D-L Shares;
        OWNED BY                    (See Schedule I)
          EACH
        REPORTING               9   SOLE DISPOSITIVE POWER
         PERSON
          WITH                      4,440,868 B Shares;
                                    8,881,736 D-B Shares;
                                    8,881,736 D-L Shares;

                                10  SHARED DISPOSITIVE POWER

                                    1,907,373,675  B Shares;
                                    -0- D-B Shares;
                                    -0- D-L Shares
                                    (See Schedule I)

11    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

      1,911,814,543 B Shares; 8,881,736 D-B Shares; and 8,881,736 D-L Shares

12    CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
      (See Instructions)   [X]

13    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

      69.8% of B Shares; 0.7% of D-B Shares; and 0.7% of D-L Shares

14    TYPE OF REPORTING PERSON*

      IN



CUSIP No.   344419106                 13D                     Page 5 of 74 Pages

1     NAME OF REPORTING PERSONS

      I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY)

      Paulina Garza Gonda de Marroquin

2     CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
                                                                     (a) [ ]
                                                                     (b) [X]

3     SEC USE ONLY


4     SOURCE OF FUNDS

      Not Applicable

5     CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
      or 2(e)   [ ]

6     CITIZENSHIP OR PLACE OF ORGANIZATION

      Mexico

                                7   SOLE VOTING POWER

                                    -0- B Shares;
                                    -0- D-B Shares;
                                    -0- D-L Shares

                                8   SHARED VOTING POWER

        NUMBER OF                   1,907,373,675 B Shares;
         SHARES                     -0- D-B Shares;
      BENEFICIALLY                  -0- D-L Shares
        OWNED BY                    (See Schedule I)
          EACH
        REPORTING               9   SOLE DISPOSITIVE POWER
         PERSON
          WITH                      -0- B Shares;
                                    -0- D-B Shares;
                                    -0- D-L Shares

                                10  SHARED DISPOSITIVE POWER

                                    1,907,373,675  B Shares;
                                    -0- D-B Shares;
                                    -0- D-L Shares
                                    (See Schedule I)

11    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

      1,907,373,675 B Shares; -0- D-B Shares; and -0- D-L Shares

12    CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
      (See Instructions)   [ ]

13    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

      69.7% of B Shares; 0% of D-B Shares; and 0% of D-L Shares

14    TYPE OF REPORTING PERSON*

      IN



CUSIP No.   344419106                 13D                     Page 6 of 74 Pages

1     NAME OF REPORTING PERSONS

      I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY)

      Barbara Garza Gonda

2     CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
                                                                     (a) [ ]
                                                                     (b) [X]

3     SEC USE ONLY


4     SOURCE OF FUNDS

      Not Applicable

5     CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
      or 2(e)   [ ]

6     CITIZENSHIP OR PLACE OF ORGANIZATION

      Mexico

                                7   SOLE VOTING POWER

                                    -0- B Shares;
                                    -0- D-B Shares;
                                    -0- D-L Shares

                                8   SHARED VOTING POWER

        NUMBER OF                   1,907,373,675 B Shares;
         SHARES                     -0- D-B Shares;
      BENEFICIALLY                  -0- D-L Shares
        OWNED BY                    (See Schedule I)
          EACH
        REPORTING               9   SOLE DISPOSITIVE POWER
         PERSON
          WITH                      -0- B Shares;
                                    -0- D-B Shares;
                                    -0- D-L Shares

                                10  SHARED DISPOSITIVE POWER

                                    1,907,373,675 B Shares;
                                    -0- D-B Shares;
                                    -0- D-L Shares
                                    (See Schedule I)

11    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

      1,907,373,675 B Shares; -0- D-B Shares; and -0- D-L Shares

12    CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
      (See Instructions)   [ ]

13    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

      69.7% of B Shares; 0% of D-B Shares; and 0% of D-L Shares

14    TYPE OF REPORTING PERSON*

      IN



CUSIP No.   344419106                 13D                     Page 7 of 74 Pages

1     NAME OF REPORTING PERSONS

      I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY)

      Mariana Garza Gonda de Trevino Bryan

2     CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
                                                                     (a) [ ]
                                                                     (b) [X]

3     SEC USE ONLY


4     SOURCE OF FUNDS

      Not Applicable

5     CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
      or 2(e)   [ ]

6     CITIZENSHIP OR PLACE OF ORGANIZATION

      Mexico

                                7   SOLE VOTING POWER

                                    -0- B Shares;
                                    -0- D-B Shares;
                                    -0- D-L Shares

                                8   SHARED VOTING POWER

        NUMBER OF                   1,907,373,675 B Shares;
         SHARES                     -0- D-B Shares;
      BENEFICIALLY                  -0- D-L Shares
        OWNED BY                    (See Schedule I)
          EACH
        REPORTING               9   SOLE DISPOSITIVE POWER
         PERSON
          WITH                      -0- B Shares;
                                    -0- D-B Shares;
                                    -0- D-L Shares

                                10  SHARED DISPOSITIVE POWER

                                    1,907,373,675 B Shares;
                                    -0- D-B Shares;
                                    -0- D-L Shares
                                    (See Schedule I)

11    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

      1,907,373,675 B Shares; -0- D-B Shares; and -0- D-L Shares

12    CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
      (See Instructions)   [ ]

13    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

      69.7% of B Shares; 0% of D-B Shares; and 0% of D-L Shares

14    TYPE OF REPORTING PERSON*

      IN



CUSIP No.   344419106                 13D                     Page 8 of 74 Pages

1     NAME OF REPORTING PERSONS

      I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY)

      Eva Gonda de Garza

2     CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
                                                                     (a) [ ]
                                                                     (b) [X]

3     SEC USE ONLY


4     SOURCE OF FUNDS

      Not Applicable

5     CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
      or 2(e)   [ ]

6     CITIZENSHIP OR PLACE OF ORGANIZATION

      Mexico

                                7   SOLE VOTING POWER

                                    -0- B Shares;
                                    -0- D-B Shares;
                                    -0- D-L Shares

                                8   SHARED VOTING POWER

        NUMBER OF                   1,907,373,675 B Shares;
         SHARES                     -0- D-B Shares;
      BENEFICIALLY                  -0- D-L Shares
        OWNED BY                    (See Schedule I)
          EACH
        REPORTING               9   SOLE DISPOSITIVE POWER
         PERSON
          WITH                      -0- B Shares;
                                    -0- D-B Shares;
                                    -0- D-L Shares

                                10  SHARED DISPOSITIVE POWER

                                    1,907,373,675 B Shares;
                                    -0- D-B Shares;
                                    -0- D-L Shares
                                    (See Schedule I)

11    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

      1,907,373,675 B Shares; -0- D-B Shares; and -0- D-L Shares

12    CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
      (See Instructions)   [ ]

13    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

      69.7% of B Shares; 0% of D-B Shares; and 0% of D-L Shares

14    TYPE OF REPORTING PERSON*

      IN



CUSIP No.   344419106                 13D                     Page 9 of 74 Pages

1     NAME OF REPORTING PERSONS

      I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY)

      Eva Garza Gonda de Fernandez

2     CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
                                                                     (a) [ ]
                                                                     (b) [X]

3     SEC USE ONLY


4     SOURCE OF FUNDS

      Not Applicable

5     CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
      or 2(e)   [ ]

6     CITIZENSHIP OR PLACE OF ORGANIZATION

      Mexico

                                7   SOLE VOTING POWER

                                    -0- B Shares;
                                    -0- D-B Shares;
                                    -0- D-L Shares

                                8   SHARED VOTING POWER

        NUMBER OF                   1,907,373,675 B Shares;
         SHARES                     -0- D-B Shares;
      BENEFICIALLY                  -0- D-L Shares
        OWNED BY                    (See Schedule I)
          EACH
        REPORTING               9   SOLE DISPOSITIVE POWER
         PERSON
          WITH                      -0- B Shares;
                                    -0- D-B Shares;
                                    -0- D-L Shares

                                10  SHARED DISPOSITIVE POWER

                                    1,907,373,675 B Shares;
                                    -0- D-B Shares;
                                    -0- D-L Shares
                                    (See Schedule I)

11    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

      1,907,373,675 B Shares; -0- D-B Shares; and -0- D-L Shares

12    CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
      (See Instructions)   [ ]

13    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

      69.7% of B Shares; 0% of D-B Shares; and 0% of D-L Shares

14    TYPE OF REPORTING PERSON*

      IN



CUSIP No.   344419106                 13D                    Page 10 of 74 Pages

1     NAME OF REPORTING PERSONS

      I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY)

      Consuelo Garza Laguera de Garza

2     CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
                                                                     (a) [ ]
                                                                     (b) [X]

3     SEC USE ONLY


4     SOURCE OF FUNDS

      Not Applicable

5     CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
      or 2(e)   [ ]

6     CITIZENSHIP OR PLACE OF ORGANIZATION

      Mexico

                                7   SOLE VOTING POWER

                                    20,821,980 B Shares;
                                    4,031,160 D-B Shares;
                                    4,031,160 D-L Shares

                                8   SHARED VOTING POWER

        NUMBER OF                   1,907,373,675 B Shares;
         SHARES                     -0- D-B Shares;
      BENEFICIALLY                  -0- D-L Shares
        OWNED BY                     (See Schedule I)
          EACH
        REPORTING               9   SOLE DISPOSITIVE POWER
         PERSON
          WITH                      20,821,980 B Shares;
                                    4,031,160 D-B Shares;
                                    4,031,160 D-L Shares

                                10  SHARED DISPOSITIVE POWER

                                    1,907,373,675 B Shares;
                                    -0- D-B Shares;
                                    -0- D-L Shares
                                    (See Schedule I)

11    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

      1,928,195,655 Shares; 4,031,160 D-B Shares; and 4,031,160 D-L Shares

12    CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
      (See Instructions)   [ ]

13    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

      70.4% of B Shares; 0.3% of D-B Shares; and 0.3% of D-L Shares

14    TYPE OF REPORTING PERSON*

      IN



CUSIP No.   344419106                 13D                    Page 11 of 74 Pages

1     NAME OF REPORTING PERSONS

      I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY)

      Alfonso Garza Garza

2     CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
                                                                     (a) [ ]
                                                                     (b) [X]

3     SEC USE ONLY


4     SOURCE OF FUNDS

      Not Applicable

5     CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
      or 2(e)   [ ]

6     CITIZENSHIP OR PLACE OF ORGANIZATION

      Mexico

                                7   SOLE VOTING POWER

                                    23,362 B Shares;
                                    33,924 D-B Shares;
                                    33,924 D-L Shares

                                8   SHARED VOTING POWER

        NUMBER OF                   1,907,373,675 B Shares;
         SHARES                     -0- D-B Shares;
      BENEFICIALLY                  -0- D-L Shares
        OWNED BY                    (See Schedule I)
          EACH
        REPORTING               9   SOLE DISPOSITIVE POWER
         PERSON
          WITH                      23,362 B Shares;
                                    33,924 D-B Shares;
                                    33,924 D-L Shares

                                10  SHARED DISPOSITIVE POWER

                                    1,907,373,675 B Shares;
                                    -0- D-B Shares;
                                    -0- D-L Shares
                                    (See Schedule I)

11    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

      1,907,397,037 B Shares; 33,924 D-B Shares; and 33,924 D-L Shares

12    CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
      (See Instructions)   [ ]

13    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

      69.7% of B Shares; 0% of D-B Shares; and 0% of D-L Shares

14    TYPE OF REPORTING PERSON*

      IN



CUSIP No.   344419106                 13D                    Page 12 of 74 Pages

1     NAME OF REPORTING PERSONS

      I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY)

      Patricio Garza Garza

2     CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
                                                                     (a) [ ]
                                                                     (b) [X]

3     SEC USE ONLY


4     SOURCE OF FUNDS

      Not Applicable

5     CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
      or 2(e)   [ ]

6     CITIZENSHIP OR PLACE OF ORGANIZATION

      Mexico

                                7   SOLE VOTING POWER

                                    278,970 B Shares;
                                    545,140 D-B Shares;
                                    545,140 D-L Shares

                                8   SHARED VOTING POWER

        NUMBER OF                   1,907,373,675 B Shares;
         SHARES                     -0- D-B Shares;
      BENEFICIALLY                  -0- D-L Shares
        OWNED BY                    (See Schedule I)
          EACH
        REPORTING               9   SOLE DISPOSITIVE POWER
         PERSON
          WITH                      278,970 B Shares;
                                    545,140 D-B Shares;
                                    545,140 D-L Shares

                                10  SHARED DISPOSITIVE POWER

                                    1,907,373,675 B Shares;
                                    -0- D-B Shares;
                                    -0- D-L Shares
                                    (See Schedule I)

11    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

      1,907,652,645 B Shares; 545,140 D-B Shares; and 545,140 D-L Shares

12    CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
      (See Instructions)   [ ]

13    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

      69.7% of B Shares; 0% of D-B Shares; and 0% of D-L Shares

14    TYPE OF REPORTING PERSON*

      IN



CUSIP No.   344419106                 13D                    Page 13 of 74 Pages

1     NAME OF REPORTING PERSONS

      I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY)

      Juan Carlos Garza Garza

2     CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
                                                                     (a) [ ]
                                                                     (b) [X]

3     SEC USE ONLY


4     SOURCE OF FUNDS

      Not Applicable

5     CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
      or 2(e)   [ ]

6     CITIZENSHIP OR PLACE OF ORGANIZATION

      Mexico

                                7   SOLE VOTING POWER

                                    -0-

        NUMBER OF               8   SHARED VOTING POWER
         SHARES
      BENEFICIALLY                  1,907,373,675 B Shares;
        OWNED BY                    -0- D-B Shares;
          EACH                      -0- D-L Shares
        REPORTING                   (See Schedule I)
         PERSON
          WITH                  9   SOLE DISPOSITIVE POWER

                                    -0-

                                10  SHARED DISPOSITIVE POWER

                                    1,907,373,675 B Shares;
                                    -0- D-B Shares;
                                    -0- D-L Shares
                                    (See Schedule I)

11    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

      1,907,373,675 B Shares; -0- D-B Shares; and -0- D-L Shares

12    CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
      (See Instructions)   [ ]

13    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

      69.7% of B Shares; 0% of D-B Shares; and 0% of D-L Shares

14    TYPE OF REPORTING PERSON*

      IN



CUSIP No.   344419106                 13D                    Page 14 of 74 Pages

1     NAME OF REPORTING PERSONS

      I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY)

      Eduardo Garza Garza

2     CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
                                                                     (a) [ ]
                                                                     (b) [X]

3     SEC USE ONLY


4     SOURCE OF FUNDS

      Not Applicable

5     CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
      or 2(e)   [ ]

6     CITIZENSHIP OR PLACE OF ORGANIZATION

      Mexico

                                7   SOLE VOTING POWER

                                    13,879 B Shares;
                                    26,958 D-B Shares;
                                    26,958 D-L Shares

                                8   SHARED VOTING POWER

        NUMBER OF                   1,907,373,675 B Shares;
         SHARES                     -0- D-B Shares;
      BENEFICIALLY                  -0- D-L Shares
        OWNED BY                    (See Schedule I)
          EACH
        REPORTING               9   SOLE DISPOSITIVE POWER
         PERSON
          WITH                      13,879 B Shares;
                                    26,958 D-B Shares;
                                    26,958 D-L Shares

                                10  SHARED DISPOSITIVE POWER

                                    1,907,373,675 B Shares;
                                    -0- D-B Shares;
                                    -0- D-L Shares
                                    (See Schedule I)

11    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

      1,907,387,554 B Shares; 26,958 D-B Shares; and 26,958 D-L Shares

12    CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
      (See Instructions)   [ ]

13    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

      69.7% of B Shares; 0% of D-B Shares; and 0% of D-L Shares

14    TYPE OF REPORTING PERSON*

      IN



CUSIP No.   344419106                 13D                    Page 15 of 74 Pages

1     NAME OF REPORTING PERSONS

      I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY)

      Eugenio Garza Garza

2     CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
                                                                     (a) [ ]
                                                                     (b) [X]

3     SEC USE ONLY


4     SOURCE OF FUNDS

      Not Applicable

5     CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
      or 2(e)   [ ]

6     CITIZENSHIP OR PLACE OF ORGANIZATION

      Mexico

                                7   SOLE VOTING POWER

                                    -0- B Shares;
                                    -0- D-B Shares;
                                    -0- D-L Shares;

                                8   SHARED VOTING POWER

        NUMBER OF                   1,907,373,675 B Shares;
         SHARES                     -0- D-B Shares;
      BENEFICIALLY                  -0- D-L Shares
        OWNED BY                    (See Schedule I)
          EACH
        REPORTING               9   SOLE DISPOSITIVE POWER
         PERSON
          WITH                      -0- B Shares;
                                    -0- D-B Shares;
                                    -0- D-L Shares;

                                10  SHARED DISPOSITIVE POWER

                                    1,907,373,675 B Shares;
                                    -0- D-B Shares;
                                    -0- D-L Shares
                                    (See Schedule I)

11    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

      1,907,373,675 B Shares; -0- D-B Shares; and -0- D-L Shares

12    CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
      (See Instructions)   [ ]

13    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

      69.7% of B Shares; 0% of D-B Shares; and 0% of D-L Shares

14    TYPE OF REPORTING PERSON*

      IN



CUSIP No.   344419106                 13D                    Page 16 of 74 Pages

1     NAME OF REPORTING PERSONS

      I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY)

      Alberto Bailleres

2     CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
                                                                     (a) [ ]
                                                                     (b) [X]

3     SEC USE ONLY


4     SOURCE OF FUNDS

      Not Applicable

5     CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
      or 2(e)   [ ]

6     CITIZENSHIP OR PLACE OF ORGANIZATION

      Mexico

                                7   SOLE VOTING POWER

                                    333,890 B Shares;
                                    667,780 D-B Shares;
                                    667,780 D-L Shares

                                8   SHARED VOTING POWER

        NUMBER OF                   1,907,373,675 B Shares;
         SHARES                     -0- D-B Shares;
      BENEFICIALLY                  -0- D-L Shares
        OWNED BY                    (See Schedule I)
          EACH
        REPORTING               9   SOLE DISPOSITIVE POWER
         PERSON
          WITH                      333,890 B Shares;
                                    667,780 D-B Shares;
                                    667,780 D-L Shares

                                10  SHARED DISPOSITIVE POWER

                                    1,907,373,675 B Shares;
                                    -0- D-B Shares;
                                    -0- D-L Shares
                                    (See Schedule I)

11    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

      1,907,707,565 B Shares; 667,780 D-B Shares; and 667,780 D-L Shares

12    CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
      (See Instructions)   [ ]

13    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

      69.7% of B Shares; 0.1% of D-B Shares; and 0.1% of D-L Shares

14    TYPE OF REPORTING PERSON*

      IN



CUSIP No.   344419106                 13D                    Page 17 of 74 Pages

1     NAME OF REPORTING PERSONS

      I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY)

      Maria Teresa G. de Bailleres

2     CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
                                                                     (a) [ ]
                                                                     (b) [X]

3     SEC USE ONLY


4     SOURCE OF FUNDS

      Not Applicable

5     CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
      or 2(e)   [ ]

6     CITIZENSHIP OR PLACE OF ORGANIZATION

      Mexico

                                7   SOLE VOTING POWER

                                    -0- B Shares;
                                    -0- D-B Shares;
                                    -0- D-L Shares

                                8   SHARED VOTING POWER

        NUMBER OF                   1,907,373,675 B Shares;
         SHARES                     -0- D-B Shares;
      BENEFICIALLY                  -0- D-L Shares
        OWNED BY                    (See Schedule I)
          EACH
        REPORTING               9   SOLE DISPOSITIVE POWER
         PERSON
          WITH                      -0- B Shares;
                                    -0- D-B Shares;
                                    -0- D-L Shares

                                10  SHARED DISPOSITIVE POWER

                                    1,907,373,675 B Shares;
                                    -0- D-B Shares;
                                    -0- D-L Shares
                                    (See Schedule I)

11    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

      1,907,373,675 B Shares; -0- D-B Shares; and -0- D-L Shares

12    CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
      (See Instructions)   [ ]

13    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

      69.7% of B Shares; 0% of D-B Shares; and 0% of D-L Shares

14    TYPE OF REPORTING PERSON*

      IN



CUSIP No.   344419106                 13D                    Page 18 of 74 Pages

1     NAME OF REPORTING PERSONS

      I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY)

      Inversiones Bursatiles Industriales, S.A. de C.V.

2     CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
                                                                     (a) [ ]
                                                                     (b) [X]

3     SEC USE ONLY


4     SOURCE OF FUNDS

      Not Applicable

5     CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
      or 2(e)   [ ]

6     CITIZENSHIP OR PLACE OF ORGANIZATION

      Mexico

                                7   SOLE VOTING POWER

                                    -0- B Shares;
                                    -0- D-B Shares;
                                    -0- D-L Shares

                                8   SHARED VOTING POWER

        NUMBER OF                   1,907,373,675 B Shares;
         SHARES                     -0- D-B Shares;
      BENEFICIALLY                  -0- D-L Shares
        OWNED BY                    (See Schedule I)
          EACH
        REPORTING               9   SOLE DISPOSITIVE POWER
         PERSON
          WITH                      -0- B Shares;
                                    -0- D-B Shares;
                                    -0- D-L Shares

                                10  SHARED DISPOSITIVE POWER

                                    1,907,373,675 B Shares;
                                    -0- D-B Shares;
                                    -0- D-L Shares
                                    (See Schedule I)

11    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

      1,907,373,675 B Shares; -0- D-B Shares; and -0- D-L Shares

12    CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
      (See Instructions)   [ ]

13    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

      69.7% of B Shares; 0% of D-B Shares; and 0% of D-L Shares

14    TYPE OF REPORTING PERSON*

      CO



CUSIP No.   344419106                 13D                    Page 19 of 74 Pages

1     NAME OF REPORTING PERSONS

      I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY)

      Corbal, S.A. de C.V.

2     CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
                                                                     (a) [ ]
                                                                     (b) [X]

3     SEC USE ONLY


4     SOURCE OF FUNDS

      Not Applicable

5     CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
      or 2(e)   [ ]

6     CITIZENSHIP OR PLACE OF ORGANIZATION

      Mexico

                                7   SOLE VOTING POWER

                                    -0- B Shares;
                                    -0- D-B Shares;
                                    -0- D-L Shares

                                8   SHARED VOTING POWER

        NUMBER OF                   1,907,373,675 B Shares;
         SHARES                     -0- D-B Shares;
      BENEFICIALLY                  -0- D-L Shares
        OWNED BY                    (See Schedule I)
          EACH
        REPORTING               9   SOLE DISPOSITIVE POWER
         PERSON
          WITH                      -0- B Shares;
                                    -0- D-B Shares;
                                    -0- D-L Shares

                                10  SHARED DISPOSITIVE POWER

                                    1,907,373,675 B Shares;
                                    -0- D-B Shares;
                                    -0- D-L Shares
                                    (See Schedule I)

11    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

      1,907,373,675 B Shares; -0- D-B Shares; and -0- D-L Shares

12    CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
      (See Instructions)   [ ]

13    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

      69.7% of B Shares; 0% of D-B Shares; and 0% of D-L Shares

14    TYPE OF REPORTING PERSON*

      CO


CUSIP No.   344419106                 13D                    Page 20 of 74 Pages

1     NAME OF REPORTING PERSONS

      I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY)

      Magdalena M. de David

2     CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
                                                                     (a) [ ]
                                                                     (b) [X]

3     SEC USE ONLY


4     SOURCE OF FUNDS

      Not Applicable

5     CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
      or 2(e)   [ ]

6     CITIZENSHIP OR PLACE OF ORGANIZATION

      Mexico

                                7   SOLE VOTING POWER

                                    1,269,838 B Shares;
                                    2,536,726 D-B Shares;
                                    2,536,726  D-L Shares

                                8   SHARED VOTING POWER

        NUMBER OF                   1,907,373,675 B Shares;
         SHARES                     -0- D-B Shares;
      BENEFICIALLY                  -0- D-L Shares
        OWNED BY                    (See Schedule I)
          EACH
        REPORTING               9   SOLE DISPOSITIVE POWER
         PERSON
          WITH                      1,269,838 B Shares;
                                    2,536,726 D-B Shares;
                                    2,536,726  D-L Shares

                                10  SHARED DISPOSITIVE POWER

                                    1,907,373,675 B Shares;
                                    -0- D-B Shares;
                                    -0- D-L Shares
                                    (See Schedule I)

11    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

      1,908,643,513 B Shares; 2,536,726 D-B Shares; and 2,536,726 D-L Shares

12    CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
      (See Instructions)   [ ]

13    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

      69.7% of B Shares; 0.2% of D-B Shares; and 0.2% of D-L Shares

14    TYPE OF REPORTING PERSON*

      IN



CUSIP No.   344419106                 13D                    Page 21 of 74 Pages

1     NAME OF REPORTING PERSONS

      I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY)

      Alepage, S.A.

2     CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
                                                                     (a) [ ]
                                                                     (b) [X]

3     SEC USE ONLY


4     SOURCE OF FUNDS

      Not Applicable

5     CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
      or 2(e)   [ ]

6     CITIZENSHIP OR PLACE OF ORGANIZATION

      Mexico

                                7   SOLE VOTING POWER

                                    9,670 B Shares;
                                    6,940 D-B Shares;
                                    6,940 D-L Shares

                                8   SHARED VOTING POWER

        NUMBER OF                   1,907,373,675 B Shares;
         SHARES                     -0- D-B Shares;
      BENEFICIALLY                  -0- D-L Shares
        OWNED BY                    (See Schedule I)
          EACH
        REPORTING               9   SOLE DISPOSITIVE POWER
         PERSON
          WITH                      9,670 B Shares;
                                    6,940 D-B Shares;
                                    6,940 D-L Shares

                                10  SHARED DISPOSITIVE POWER

                                    1,907,373,675 B Shares;
                                    -0- D-B Shares;
                                    -0- D-L Shares
                                    (See Schedule I)

11    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

      1,907,383,345 B Shares;  6,940 D-B Shares; and 6,940 D-L Shares

12    CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
      (See Instructions)   [ ]

13    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

      69.7% of B Shares; 0% of D-B Shares; and 0% of D-L Shares

14    TYPE OF REPORTING PERSON*

      CO



CUSIP No.   344419106                 13D                    Page 22 of 74 Pages

1     NAME OF REPORTING PERSONS

      I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY)

      BBVA Bancomer Servicios, S.A. as trustee under Trust No. F/29013-0

2     CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
                                                                     (a) [ ]
                                                                     (b) [X]

3     SEC USE ONLY


4     SOURCE OF FUNDS

      Not Applicable

5     CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
      or 2(e)   [ ]

6     CITIZENSHIP OR PLACE OF ORGANIZATION

      Mexico

                                7   SOLE VOTING POWER

                                    -0- B Shares;
                                    -0- D-B Shares;
                                    -0- D-L Shares

                                8   SHARED VOTING POWER

        NUMBER OF                   1,907,373,675 B Shares;
         SHARES                     -0- D-B Shares;
      BENEFICIALLY                  -0- D-L Shares
        OWNED BY                    (See Schedule I)
          EACH
        REPORTING               9   SOLE DISPOSITIVE POWER
         PERSON
          WITH                      -0- B Shares;
                                    -0- D-B Shares;
                                    -0- D-L Shares

                                10  SHARED DISPOSITIVE POWER

                                    1,907,373,675 B Shares;
                                    -0- D-B Shares;
                                    -0- D-L Shares
                                    (See Schedule I)

11    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

      1,907,373,675 B Shares; 0 D-B Shares; and 0 D-L Shares

12    CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
      (See Instructions)   [ ]

13    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

      69.7% of B Shares; 0% of D-B Shares; and 0% of D-L Shares

14    TYPE OF REPORTING PERSON*

      IN



CUSIP No.   344419106                 13D                    Page 23 of 74 Pages

1     NAME OF REPORTING PERSONS

      I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY)

      Max David Michel

2     CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
                                                                     (a) [ ]
                                                                     (b) [X]

3     SEC USE ONLY


4     SOURCE OF FUNDS

      Not Applicable

5     CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
      or 2(e)   [ ]

6     CITIZENSHIP OR PLACE OF ORGANIZATION

      Mexico

                                7   SOLE VOTING POWER

                                    13,304,390 B Shares;
                                    -0- D-B Shares;
                                    -0- D-L Shares

                                8   SHARED VOTING POWER

        NUMBER OF                   1,907,373,675 B Shares;
         SHARES                     -0- D-B Shares;
      BENEFICIALLY                  -0- D-L Shares
        OWNED BY                    (See Schedule I)
          EACH
        REPORTING               9   SOLE DISPOSITIVE POWER
         PERSON
          WITH                      13,304,390 B Shares;
                                    -0- D-B Shares;
                                    -0- D-L Shares

                                10  SHARED DISPOSITIVE POWER

                                    1,907,373,675 B Shares;
                                    -0- D-B Shares;
                                    -0- D-L Shares
                                    (See Schedule I)

11    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

      1,920,678,065 B Shares; -0- D-B Shares; and -0- D-L Shares

12    CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
      (See Instructions)   [ ]

13    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

      70.2% of B Shares; 0% of D-B Shares; and 0% of D-L Shares

14    TYPE OF REPORTING PERSON*

      IN


CUSIP No.   344419106                 13D                    Page 24 of 74 Pages

1     NAME OF REPORTING PERSONS

      I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY)

      Juan David Michel

2     CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
                                                                     (a) [ ]
                                                                     (b) [X]

3     SEC USE ONLY


4     SOURCE OF FUNDS

      Not Applicable

5     CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
      or 2(e)   [ ]

6     CITIZENSHIP OR PLACE OF ORGANIZATION

      Mexico

                                7   SOLE VOTING POWER

                                    13,304,090 B Shares;
                                    -0- D-B Shares;
                                    -0- D-L Shares

                                8   SHARED VOTING POWER

        NUMBER OF                   1,907,373,675 B Shares;
         SHARES                     -0- D-B Shares;
      BENEFICIALLY                  -0- D-L Shares
        OWNED BY                    (See Schedule I)
          EACH
        REPORTING               9   SOLE DISPOSITIVE POWER
         PERSON
          WITH                      13,304,090 B Shares;
                                    -0- D-B Shares;
                                    -0- D-L Shares

                                10  SHARED DISPOSITIVE POWER

                                    1,907,373,675 B Shares;
                                    -0- D-B Shares;
                                    -0- D-L Shares
                                    (See Schedule I)

11    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

      1,920,678,065 B Shares; -0- D-B Shares; and -0- D-L Shares

12    CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
      (See Instructions)   [ ]

13    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

      70.2% of B Shares; 0% of D-B Shares; and 0% of D-L Shares

14    TYPE OF REPORTING PERSON*

      IN



CUSIP No.   344419106                 13D                    Page 25 of 74 Pages

1     NAME OF REPORTING PERSONS

      I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY)

      Monique David de VanLathem

2     CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
                                                                     (a) [ ]
                                                                     (b) [X]

3     SEC USE ONLY


4     SOURCE OF FUNDS

      Not Applicable

5     CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
      or 2(e)   [ ]

6     CITIZENSHIP OR PLACE OF ORGANIZATION

      Mexico

                                7   SOLE VOTING POWER

                                    13,304,090 B Shares;
                                    -0- D-B Shares;
                                    -0- D-L Shares

                                8   SHARED VOTING POWER

        NUMBER OF                   1,907,373,675 B Shares;
         SHARES                     -0- D-B Shares;
      BENEFICIALLY                  -0- D-L Shares
        OWNED BY                    (See Schedule I)
          EACH
        REPORTING               9   SOLE DISPOSITIVE POWER
         PERSON
          WITH                      13,304,090 B Shares;
                                    -0- D-B Shares;
                                    -0- D-L Shares

                                10  SHARED DISPOSITIVE POWER

                                    1,907,373,675 B Shares;
                                    -0- D-B Shares;
                                    -0- D-L Shares
                                    (See Schedule I)

11    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

      1,920,678,065 B Shares; -0- D-B Shares; and -0- D-L Shares

12    CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
      (See Instructions)   [ ]

13    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

      70.2% of B Shares; 0% of D-B Shares; and 0% of D-L Shares

14    TYPE OF REPORTING PERSON*

      IN



CUSIP No.   344419106                 13D                    Page 26 of 74 Pages

1     NAME OF REPORTING PERSONS

      I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY)

      Renee Michel de Guichard

2     CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
                                                                     (a) [ ]
                                                                     (b) [X]

3     SEC USE ONLY


4     SOURCE OF FUNDS

      Not Applicable

5     CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
      or 2(e)   [ ]

6     CITIZENSHIP OR PLACE OF ORGANIZATION

      Mexico

                                7   SOLE VOTING POWER

                                    30,479,280 B Shares;
                                    -0- D-B Shares;
                                    -0- D-L Shares

                                8   SHARED VOTING POWER

        NUMBER OF                   1,907,373,675 B Shares;
         SHARES                     -0- D-B Shares;
      BENEFICIALLY                  -0- D-L Shares
        OWNED BY                    (See Schedule I)
          EACH
        REPORTING               9   SOLE DISPOSITIVE POWER
         PERSON
          WITH                      30,479,280 B Shares;
                                    -0- D-B Shares;
                                    -0- D-L Shares

                                10  SHARED DISPOSITIVE POWER

                                    1,907,373,675 B Shares;
                                    -0- D-B Shares;
                                    -0- D-L Shares
                                    (See Schedule I)

11    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

      1,937,852,955 B Shares; -0- D-B Shares; and -0- D-L Shares

12    CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
      (See Instructions)   [ ]

13    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

      70.8% of B Shares; 0% of D-B Shares; and 0% of D-L Shares

14    TYPE OF REPORTING PERSON*

      IN



CUSIP No.   344419106                 13D                    Page 27 of 74 Pages

1     NAME OF REPORTING PERSONS

      I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY)

      Magdalena Guichard Michel

2     CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
                                                                     (a) [ ]
                                                                     (b) [X]

3     SEC USE ONLY


4     SOURCE OF FUNDS

      Not Applicable

5     CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
      or 2(e)   [ ]

6     CITIZENSHIP OR PLACE OF ORGANIZATION

      Mexico

                                7   SOLE VOTING POWER

                                    1,887,070 B Shares;
                                    -0- D-B Shares;
                                    -0- D-L Shares

                                8   SHARED VOTING POWER

        NUMBER OF                   1,907,373,675 B Shares;
         SHARES                     -0- D-B Shares;
      BENEFICIALLY                  -0- D-L Shares
        OWNED BY                    (See Schedule I)
          EACH
        REPORTING               9   SOLE DISPOSITIVE POWER
         PERSON
          WITH                      1,887,070 B Shares;
                                    -0- D-B Shares;
                                    -0- D-L Shares

                                10  SHARED DISPOSITIVE POWER

                                    1,907,373,675 B Shares;
                                    -0- D-B Shares;
                                    -0- D-L Shares
                                    (See Schedule I)

11    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

      1,909,260,745 B Shares; -0- D-B Shares; and -0- D-L Shares

12    CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
      (See Instructions)   [ ]

13    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

      69.7% of B Shares; 0% of D-B Shares; and 0% of D-L Shares

14    TYPE OF REPORTING PERSON*

      IN



CUSIP No.   344419106                 13D                    Page 28 of 74 Pages

1     NAME OF REPORTING PERSONS

      I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY)

      Rene Guichard Michel

2     CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
                                                                     (a) [ ]
                                                                     (b) [X]

3     SEC USE ONLY


4     SOURCE OF FUNDS

      Not Applicable

5     CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
      or 2(e)   [ ]

6     CITIZENSHIP OR PLACE OF ORGANIZATION

      Mexico

                                7   SOLE VOTING POWER

                                    1,932,160 B Shares;
                                    84,180 D-B Shares;
                                    84,180 D-L Shares

                                8   SHARED VOTING POWER

        NUMBER OF                   1,907,373,675 B Shares;
         SHARES                     -0- D-B Shares;
      BENEFICIALLY                  -0- D-L Shares
        OWNED BY                    (See Schedule I)
          EACH
        REPORTING               9   SOLE DISPOSITIVE POWER
         PERSON
          WITH                      1,932,160 B Shares;
                                    84,180 D-B Shares;
                                    84,180 D-L Shares

                                10  SHARED DISPOSITIVE POWER

                                    1,907,373,675 B Shares;
                                    -0- D-B Shares;
                                    -0- D-L Shares
                                    (See Schedule I)

11    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

      1,909,305,835 B Shares; 84,180 D-B Shares; and 84,180 D-L Shares

12    CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
      (See Instructions)   [ ]

13    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

      69.7% of B Shares; 0% of D-B Shares; and 0% of D-L Shares

14    TYPE OF REPORTING PERSON*

      IN



CUSIP No.   344419106                 13D                    Page 29 of 74 Pages

1     NAME OF REPORTING PERSONS

      I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY)

      Miguel Guichard Michel

2     CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
                                                                     (a) [ ]
                                                                     (b) [X]

3     SEC USE ONLY


4     SOURCE OF FUNDS

      Not Applicable

5     CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
      or 2(e)   [ ]

6     CITIZENSHIP OR PLACE OF ORGANIZATION

      Mexico

                                7   SOLE VOTING POWER

                                    1,947,070 B Shares;
                                    120,000 D-B Shares;
                                    120,000 D-L Shares

                                8   SHARED VOTING POWER

        NUMBER OF                   1,907,373,675 B Shares;
         SHARES                     -0- D-B Shares;
      BENEFICIALLY                  -0- D-L Shares
        OWNED BY                    (See Schedule I)
          EACH
        REPORTING               9   SOLE DISPOSITIVE POWER
         PERSON
          WITH                      1,947,070 B Shares;
                                    120,000 D-B Shares;
                                    120,000 D-L Shares

                                10  SHARED DISPOSITIVE POWER

                                    1,907,373,675 B Shares;
                                    -0- D-B Shares;
                                    -0- D-L Shares
                                    (See Schedule I)

11    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

      1,909,320,745 B Shares; 120,000 D-B Shares; and 120,000  D-L Shares

12    CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
      (See Instructions)   [ ]

13    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

      69.7% of B Shares; 0% of D-B Shares; and 0% of D-L Shares

14    TYPE OF REPORTING PERSON*

      IN



CUSIP No.   344419106                 13D                    Page 30 of 74 Pages

1     NAME OF REPORTING PERSONS

      I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY)

      Graciano Guichard Michel

2     CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
                                                                     (a) [ ]
                                                                     (b) [X]

3     SEC USE ONLY


4     SOURCE OF FUNDS

      Not Applicable

5     CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
      or 2(e)   [ ]

6     CITIZENSHIP OR PLACE OF ORGANIZATION

      Mexico

                                7   SOLE VOTING POWER

                                    1,887,070 B Shares;
                                    -0- D-B Shares;
                                    -0- D-L Shares

                                8   SHARED VOTING POWER

        NUMBER OF                   1,907,373,675 B Shares;
         SHARES                     -0- D-B Shares;
      BENEFICIALLY                  -0- D-L Shares
        OWNED BY                    (See Schedule I)
          EACH
        REPORTING               9   SOLE DISPOSITIVE POWER
         PERSON
          WITH                      1,887,070 B Shares;
                                    -0- D-B Shares;
                                    -0- D-L Shares

                                10  SHARED DISPOSITIVE POWER

                                    1,907,373,675 B Shares;
                                    -0- D-B Shares;
                                    -0- D-L Shares
                                    (See Schedule I)

11    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

      1,909,260,745 B Shares; -0- D-B Shares; and -0- D-L Shares

12    CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
      (See Instructions)   [ ]

13    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

      69.7% of B Shares; 0% of D-B Shares; and 0% of D-L Shares

14    TYPE OF REPORTING PERSON*

      IN



CUSIP No.   344419106                 13D                    Page 31 of 74 Pages

1     NAME OF REPORTING PERSONS

      I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY)

      Juan Guichard Michel

2     CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
                                                                     (a) [ ]
                                                                     (b) [X]

3     SEC USE ONLY


4     SOURCE OF FUNDS

      Not Applicable

5     CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
      or 2(e)   [ ]

6     CITIZENSHIP OR PLACE OF ORGANIZATION

      Mexico

                                7   SOLE VOTING POWER

                                    1,887,070 B Shares;
                                    -0- D-B Shares;
                                    -0- D-L Shares

                                8   SHARED VOTING POWER

        NUMBER OF                   1,907,373,675 B Shares;
         SHARES                     -0- D-B Shares;
      BENEFICIALLY                  -0- D-L Shares
        OWNED BY                    (See Schedule I)
          EACH
        REPORTING               9   SOLE DISPOSITIVE POWER
         PERSON
          WITH                      1,887,070 B Shares;
                                    -0- D-B Shares;
                                    -0- D-L Shares

                                10  SHARED DISPOSITIVE POWER

                                    1,907,373,675 B Shares;
                                    -0- D-B Shares;
                                    -0- D-L Shares
                                    (See Schedule I)

11    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

      1,909,260,745 B Shares; -0- D-B Shares; and -0- D-L Shares

12    CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
      (See Instructions)   [ ]

13    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

      69.7% of B Shares; 0% of D-B Shares; and 0% of D-L Shares

14    TYPE OF REPORTING PERSON*

      IN



CUSIP No.   344419106                 13D                    Page 32 of 74 Pages

1     NAME OF REPORTING PERSONS

      I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY)

      Franca Servicios, S.A. de C.V. (formerly known as Inversiones Franca, S.A.
      de C.V.)


2     CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
                                                                     (a) [ ]
                                                                     (b) [X]

3     SEC USE ONLY


4     SOURCE OF FUNDS

      Not Applicable

5     CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
      or 2(e)   [ ]

6     CITIZENSHIP OR PLACE OF ORGANIZATION

      Mexico

                                7   SOLE VOTING POWER

                                    2,276,517 B Shares;
                                    4,553,034 D-B Shares;
                                    4,553,034 D-L Shares

                                8   SHARED VOTING POWER

        NUMBER OF                   1,907,373,675 B Shares;
         SHARES                     -0- D-B Shares;
      BENEFICIALLY                  -0- D-L Shares
        OWNED BY                    (See Schedule I)
          EACH
        REPORTING               9   SOLE DISPOSITIVE POWER
         PERSON
          WITH                      2,276,517 B Shares;
                                    4,553,034 D-B Shares;
                                    4,553,034 D-L Shares

                                10  SHARED DISPOSITIVE POWER

                                    1,907,373,675 B Shares;
                                    -0- D-B Shares;
                                    -0- D-L Shares
                                    (See Schedule I)

11    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

      1,909,650,192 B Shares; 4,553,034 D-B Shares; and 4,553,034 D-L Shares

12    CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
      (See Instructions)   [ ]

13    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

      69.8% of B Shares; 0.4% of D-B Shares; and 0.4% of D-L Shares

14    TYPE OF REPORTING PERSON*

      CO



CUSIP No.   344419106                 13D                    Page 33 of 74 Pages

1     NAME OF REPORTING PERSONS

      I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY)

      BBVA Bancomer Servicios, S.A., as Trustee under Trust No. F/29490-0

2     CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
                                                                     (a) [ ]
                                                                     (b) [X]

3     SEC USE ONLY


4     SOURCE OF FUNDS

      Not Applicable

5     CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
      or 2(e)   [ ]

6     CITIZENSHIP OR PLACE OF ORGANIZATION

      Mexico

                                7   SOLE VOTING POWER

                                    -0- B Shares;
                                    -0- D-B Shares;
                                    -0- D-L Shares

                                8   SHARED VOTING POWER

        NUMBER OF                   1,907,373,675 B Shares;
         SHARES                     -0- D-B Shares;
      BENEFICIALLY                  -0- D-L Shares
        OWNED BY                    (See Schedule I)
          EACH
        REPORTING               9   SOLE DISPOSITIVE POWER
         PERSON
          WITH                      -0- B Shares;
                                    -0- D-B Shares;
                                    -0- D-L Shares

                                10  SHARED DISPOSITIVE POWER

                                    1,907,373,675 B Shares;
                                    -0- D-B Shares;
                                    -0- D-L Shares
                                    (See Schedule I)

11    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

      1,907,373,675 B Shares; -0- D-B Shares; and -0- D-L Shares

12    CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
      (See Instructions)   [ ]

13    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

      69.7% of B Shares; 0% of D-B Shares; and 0% of D-L Shares

14    TYPE OF REPORTING PERSON*

      OO




Item 1.  Security and Issuer

       a.     Title of Class of Securities:

              BD Units consisting each of one B Share, two D-B Shares and two
              D-L Shares; American Depositary Shares, each representing ten BD
              Units; and B Units each consisting of five B Shares.

       b.     Name of Issuer:

              Fomento Economico Mexicano, S.A. de C.V.

       c.     Address of Issuer's Principal Executive Offices:

              Av. General Anaya 601 Pte., Col. Bella Vista, Monterrey, N.L.,
              C.P. 64410, Mexico

Item 2.  Identity and Background

       (a)    Name of Persons Filing (the "Reporting Persons"):

               BBVA Bancomer Servicios, S.A., as Trustee under Trust No.
               F/25078-7, Eugenio Garza Laguera, Paulina Garza Gonda de
               Marroquin, Barbara Garza Gonda, Mariana Garza Gonda de
               Trevino Bryan, Eva Gonda de Garza, Eva Garza Gonda de Fernandez,
               Consuelo Garza Laguera de Garza, Alfonso Garza Garza, Patricio
               Garza Garza, Juan Carlos Garza Garza, Eduardo Garza Garza,
               Eugenio Garza Garza, Alberto Bailleres, Maria Teresa G. de
               Bailleres, Inversiones Bursatiles Industriales, S.A. de C.V.,
               Corbal, S.A. de C.V., Magdalena M. de David, Alepage, S.A., BBVA
               Bancomer Servicios, S.A. F/29013-0, Max David Michel, Juan David
               Michel, Monique David de VanLathem, Renee Michel de Guichard,
               Magdalena Guichard Michel, Rene Guichard Michel, Miguel Guichard
               Michel, Graciano Guichard Michel, Juan Guichard Michel, Franca
               Servicios, S.A. de C.V., BBVA Bancomer Servicios, S.A., as
               Trustee under Trust No. F/29490-0 (together all of them, the
               "Trust Participants") and Technical Committee under Irrevocable
               Trust No. F/29487-6 established at BBVA Bancomer Servicios, S.A.,
               as Trustee (the "Technical Committee").

       (b)    Address or Principal Office or, if none, Residence:

               BBVA Bancomer Servicios, S.A., as Trustee under Trust No.
               F/25078-7: Edificio Bancomer, Calzada San Pedro #218 sur,
               1er Piso, Col. del Valle, San Pedro Garza Garcia, N.L.,
               Mexico.

               Eugenio Garza Laguera: Ave. Alfonso Reyes #2202 Norte,
               Monterrey, N.L., Mexico

               Paulina Garza Gonda de Marroquin: Ave. Alfonso Reyes #2202
               Norte, Monterrey, N.L., Mexico

               Barbara Garza Gonda: Ave. Universidad #1200, Col.
               Xoco, Mexico, D.F. 03339, Mexico

               Mariana Garza Gonda de Trevino Bryan: Ave. Alfonso Reyes
               #2202 Norte, Monterrey, N.L., Mexico

               Eva Gonda de Garza: Ave. Alfonso Reyes #2202 Norte,
               Monterrey, N.L., Mexico

               Eva Garza Gonda de Fernandez: Ave. Alfonso Reyes #2202
               Norte, Monterrey, N.L., Mexico

               Consuelo Garza Laguera de Garza: Privada Tamazunchale #220,
               Col. del Valle, San Pedro Garza Garcia, N.L., Mexico

               Alfonso Garza Garza: Privada Tamazunchale #220, Col. del
               Valle, San Pedro Garza Garcia, N.L., Mexico

               Patricio Garza Garza: Privada Tamazunchale #220, Col. del
               Valle, San Pedro Garza Garcia, N.L., Mexico

               Juan Carlos Garza Garza: Privada Tamazunchale #220, Col. del
               Valle, San Pedro Garza Garcia, N.L., Mexico

               Eduardo Garza Garza: Privada Tamazunchale #220, Col. del
               Valle, San Pedro Garza Garcia, N.L., Mexico

               Eugenio Garza Garza: Privada Tamazunchale #220, Col. del
               Valle, San Pedro Garza Garcia, N.L., Mexico

               Alberto Bailleres: Paseo de la Reforma #144, 6 Piso, Mexico,
               D.F., Mexico.

               Maria Teresa G. de Bailleres: Paseo de la Reforma #144, 6
               Piso, Mexico, D.F., Mexico

               Inversiones Bursatiles Industriales, S.A. de C.V.: Ave.
               Alfonso Reyes #2202 Norte, Monterrey, N.L., Mexico

               Corbal, S.A. de C.V.: Paseo de la Reforma #144, 6 Piso,
               Mexico, D.F., Mexico

               Magdalena M. de David: Torre del Caballito, Paseo de la
               Reforma #10, Piso 21, Col. Centro, Mexico, D.F. 06030, Mexico

               Alepage, S.A.: Privada Tamazunchale #220, Col. del Valle,
               San Pedro Garza Garcia, N.L., Mexico

               BBVA Bancomer Servicios, S.A., as Trustee under Trust No.
               F/29013-0: Edificio Bancomer, Calzada San Pedro #218 sur,
               1er Piso, Col. del Valle, San Pedro Garza Garcia, N.L.,
               Mexico

               Max David Michel: Torre del Caballito, Paseo de la Reforma
               #10, Piso 21, Col. Centro, Mexico, D.F. 06030, Mexico

               Juan David Michel: Torre del Caballito, Paseo de la Reforma
               #10, Piso 21, Col. Centro, Mexico, D.F. 06030, Mexico

               Monique David de VanLathem: Torre del Caballito, Paseo de la
               Reforma #10, Piso 21, Col. Centro, Mexico, D.F. 06030, Mexico

               Renee Michel de Guichard: Torre del Caballito, Paseo de la
               Reforma #10, Piso 21, Col. Centro, Mexico, D.F. 06030, Mexico

               Magdalena Guichard Michel: Torre del Caballito, Paseo de la
               Reforma #10, Piso 21, Col. Centro, Mexico, D.F. 06030, Mexico

               Rene Guichard Michel: Torre del Caballito, Paseo de la
               Reforma #10, Piso 21, Col. Centro, Mexico, D.F. 06030, Mexico

               Miguel Guichard Michel: Torre del Caballito, Paseo de la
               Reforma #10, Piso 21, Col. Centro, Mexico, D.F. 06030, Mexico

               Graciano Guichard Michel: Torre del Caballito, Paseo de la
               Reforma #10, Piso 21, Col. Centro, Mexico, D.F. 06030, Mexico

               Juan Guichard Michel: Torre del Caballito, Paseo de la
               Reforma #10, Piso 21, Col. Centro, Mexico, D.F. 06030, Mexico

               Franca Servicios, S.A., de C.V. (formerly known as
               Inversiones Franca, S.A. de C.V.: Padre Mier #336 Oriente,
               Monterrey, N.L., Mexico

               BBVA Bancomer Servicios, S.A., as Trustee under Trust No.
               F/29490-0: Edificio Bancomer, Calzada San Pedro #218 sur,
               1er Piso, Col. del Valle, San Pedro Garza Garcia, N.L.,
               Mexico

               Technical Committee under Irrevocable Trust No. F/29487-6
               established at BBVA Bancomer Servicios, S.A., as Trustee:
               Av. General Anaya 601 Pte, Col. Bella Vista, Monterrey, N.L.
               64410, Mexico.

(c)            With respect to any Reporting Person that is a natural person,
               the present principal occupation or employment and the name,
               principal business and address of any organization in which such
               employment is conducted. With respect to any other Reporting
               Person, the place of its organization, its principal business and
               the address of its principal office:

               BBVA Bancomer Servicios, S.A., as Trustee under Trust No.
               F/25078-7 is a trust whose principal business is an authorized
               banking institution authorized by the competent Mexican
               authorities and whose principal address is Av. Universidad 1200,
               Colonia Xoco, Mexico, D.F., Mexico.

               Eugenio Garza Laguera is principally employed as Honorary
               Life Chairman of the Board of Directors at Fomento Economico
               Mexicano, S.A. de C.V., the address of which is General
               Anaya 601 Pte., Col. Bella Vista, Monterrey, N.L., Mexico.

               Paulina Garza Gonda de Marroquin is principally employed as
               a private investor.  The principal address of her place of
               employment is Camino a la Sierrita No. 105, Col. La
               Sierrita, Garza Garcia, N.L., Mexico.

               Barbara Garza Gonda is principally employed as
               Vice-President at Fundacion BBVA Bancomer, the address of
               which is Av. Universidad 1200, Colonia Xoco, Mexico, D.F.,
               Mexico.

               Mariana Garza Gonda de Trevino Bryan is principally employed
               as a private investor.  The principal address of her place
               of employment is Camino a la Sierrita No. 105, Col. La
               Sierrita, Garza Garcia, N.L., Mexico.

               Eva Gonda de Garza is principally employed as a private
               investor.  The principal address of her place of employment
               is Camino a la Sierrita No. 105, Col. La Sierrita, Garza
               Garcia, N.L., Mexico.

               Eva Garza Gonda de Fernandez is principally employed as Founder
               and President at Alternativas Pacificas, A.C., the address of
               which is Zaragoza 555 Norte, Colonia Centro, Monterrey, N.L.
               Mexico 64000.

               Consuelo Garza Laguera de Garza is principally employed as
               President of the National Board at Asociacion Nacional
               Pro-Superacion Personal, A.C. (a non-profit organization), the
               address of which is Orinoco 102 Pte. Colonia Del Valle, Garza
               Garcia, N.L.

               Alfonso Garza Garza is principally employed as Chief
               Executive Officer at Femsa Empaques, S.A. de C.V., the
               address of which is General Anaya 601 Pte., Col. Bella
               Vista, Monterrey, N.L. Mexico.

               Patricio Garza Garza is principally employed as Executive
               Officer at Impulsora Vertex, S.A. de C.V., the address of
               which is Ave. Lazaro Cardenas 2475, Colonia Residencial San
               Agustin, San Pedro Garza Garcia, N.L.

               Juan Carlos Garza Garza is principally employed as Chief
               Executive Officer at Acor, S.A. de C.V., the address of
               which is Ave. Gomez Morin 350, Suite 408, Colonia Valle del
               Campestre, San Pedro Garza Garcia, N.L., Mexico.

               Eduardo Garza Garza is principally employed as an employee
               at Bara, S.A. de C.V., the address of which is Edison 1235
               Norte, Colonia Talleres, Monterrey, N.L., Mexico.

               Eugenio Garza Garza is principally employed as Executive
               Officer at Desarrollo Tecnologico de Maquinas, S.A. de C.V.,
               the address of which is Lerdo de Tejada No. 106, Colonia El
               Lechugal, Santa Catarina, N.L., Mexico.

               Alberto Bailleres is principally employed as Chairman of the
               Board of Directors at Industrias Penoles, S.A. de C.V., the
               address of which is Moliere 222, Col. Polanco. Mexico, D.F.

               Maria Teresa G. de Bailleres is principally employed as a
               private investor.  The principal address of her place of
               employment is Molier No. 222, Colonia Polanco, Delegacion
               Miguel Hidalgo, Mexico.

               Inversiones Bursatiles Industriales, S.A. de C.V. is a
               sociedad anonima de capital variable organized under the
               laws of Mexico, that engages in holding shares of several
               companies and other assets and has its principal business at
               Ave. San Jeronimo No. 800 Pte. Monterrey, N.L., Mexico.

               Corbal, S.A. de C.V. is a sociedad anonima de capital
               variable organized under the laws of Mexico, that engages in
               holding shares of several companies and has its principal
               business at Av. Paseo de la Reforma No. 144, Fifth Floor,
               Col. Juarez, Mexico, D.F., 06600.

               Magdalena M. de David is principally employed as private
               investor.  The principal address of her place of employment
               is address of which is Montanas Rocallosas 615 Pte. Col.
               Lomas de Chapultepec, Mexico, D.F. 11000.

               Alepage, S.A. is a corporation whose principal business is
               holding shares of companies and whose principal address is
               Privada Tamazunchale #220, Col. del Valle, San Pedro Garza
               Garcia, N.L., Mexico.

               BBVA Bancomer Servicios, S.A., as Trustee under Trust No.
               F/29013-0 is a trust whose principal business is an
               authorized banking institution authorized by the competent
               Mexican authorities and whose principal address is Av.
               Universidad 1200, Colonia Xoco, Mexico, D.F., Mexico.

               Max David Michel is principally employed as Chairman of the Board
               at El Puerto de Liverpool, the address of which is Vasco de
               Quiroga 3800, Third Floor, Santa Fe, Mexico, D.F. 05109.

               Juan David Michel is principally employed as Chief Promotion
               Officer at Invex Casa de Bolsa, S.A. de C.V., the address of
               which is Paseo de la Reforma Bolsa, 21st Floor, Mexico D.F.
               06030.

               Monique David de VanLathem is principally employed as
               private investor. The principal place of her employment is
               Sierra Vertiente 674, Col. Lomas de Chapultepec, Mexico,
               D.F. 11000.

               Renee Michel de Guichard is principally employed as private
               investor.  The principal place of her employment is
               Plasticos 28, Col. Lomas de San Francisco. Cuauthlalpan,
               Estado de Mexico  53569.

               Magdalena Guichard Michel is principally employed as private
               investor.  The principal place of her employment is
               Plasticos 28, Col. Lomas de San Francisco. Cuauthlalpan,
               Estado de Mexico  53569.

               Rene Guichard Michel is principally employed as private
               investor.  The principal place of her employment is
               Plasticos 28, Col. Lomas de San Francisco. Cuauthlalpan,
               Estado de Mexico  53569.

               Miguel Guichard Michel is principally employed as
               Vice-Chairman of the Board of Directors at El Puerto de
               Liverpool, S.A. de C.V., the address of which is Vasco de
               Quiroga 3800, Third Floor, Santa Fe, Mexico, D.F. 05109.

               Graciano Guichard Michel is principally employed as Chief
               Executive Officer at Lambertex, S.A. de C.V., the address of
               which is  Plasticos 28, Col. Lomas de San Francisco.
               Cuauthlalpan, Estado de Mexico  53569.


               Juan Guichard Michel is principally employed as Chairman and
               Chief Executive Officer at Invex Grupo Financiero, S.A. de
               C.V., the address of which is Paseo de la Reforma 10, 21st
               Floor, Mexico, D.F. 06030.

               Franca Servicios, S.A. de C.V. is a sociedad anonima de
               capital variable organized under the laws of Mexico, that
               engages in holding shares of several companies and has its
               principal business at Padre Mier Ote. 336 Altos, Col.
               Centro, Monterrey, N.L., Mexico.

               BBVA Bancomer Servicios, S.A., as Trustee under Trust No.
               F/29490-0 is a trust and an authorized banking institution
               authorized by the competent Mexican authorities and whose
               principal address is Av. Universidad 1200, Colonia Xoco,
               Mexico, D.F., Mexico.

               Technical Committee under Irrevocable Trust No. F/29487-6
               established at BBVA Bancomer Servicios, S.A., as Trustee is
               formed by certain Trust Participants.

       (d)    Criminal Proceedings:

               None.

       (e)    Civil Proceedings:

               None.

       (f)    Citizenship:

               All the Reporting Persons are citizens of Mexico.

Item 3.     Source and amount of Funds or other consideration

            Not applicable.

Item 4.     Purpose of Transaction

            The Reporting Persons are Trust Participants that have entered into
            a Voting Trust, the primary purpose of which is to permit deposited
            shares to be voted as a block in accordance with the instructions of
            the Technical Committee. As of March 20, 2004, the aggregate number
            of shares deposited in the voting trust amounted to 1,907,373,675 B
            Shares (collectively, the "Trust Shares"), representing 69.7% of the
            B Shares outstanding. The Technical Committee is comprised of all of
            the Trust Participants. Each Trust Share is entitled to one vote on
            matters that are the subject of a Technical Committee vote, and most
            matters will be decided by a simple majority of the votes of the
            Trust Shares.


            In addition to the Trust Shares, the Trust Participants also own the
            stock described under Items 5(b)(i) and 5(b)(ii).


            FEMSA's capital stock consists of B Shares with full voting rights
            and of D-B and D-L Shares with limited voting rights. Prior to May
            11, 2008, the shares of FEMSA are not separable and may be
            transferred only in the following forms: (i) B Units, consisting of
            five B Shares; and (ii) BD Units, consisting of one B Share, two D-B
            Shares and two D-L Shares. On May 11, 2008, each D-B Share will
            automatically convert into one B Share with full voting rights, and
            each D-L Share will automatically convert into one L Share with
            limited voting rights. At that time, the BD Units and the B Units
            will cease to exist and the underlying B Shares and L Shares will be
            separated.

            Each B Share entitles its holder to one vote at any of FEMSA's
            ordinary or extraordinary general shareholders meetings. Holders of
            B Shares are entitled to elect at least eleven members of FEMSA's
            Board of Directors, which shall constitute the majority of such
            Board at all times. Holders of D-B and D-L Shares are entitled to
            elect five members of FEMSA's Board of Directors and, upon
            conversion of the D-L Shares to L Shares or upon issuance of L
            Shares, the holders of L Shares will be entitled to elect two
            members of the Board of Directors. Under FEMSA's bylaws, the holders
            of D-B Shares, D-L Shares and L Shares are entitled to vote only on
            the following limited matters with respect to FEMSA: (i) changes in
            corporate form; (ii) any merger in which FEMSA is not the surviving
            entity or any merger with an entity whose principal corporate
            purposes are different from those of FEMSA or its subsidiaries;
            (iii) change of nationality; (iv) dissolution and liquidation; and
            (v) the cancellation of the registration of FEMSA's shares with the
            Special Section of the Registry of Mexico or the removal of the
            listing of FEMSA's shares from the Mexican Stock Exchange or any
            foreign exchange.

            Consequently, because of its ownership of a majority of the B
            Shares, the Voting Trust may be deemed to control FEMSA. The Voting
            Trust has the power to elect a majority of the members of the Board
            of Directors of FEMSA and to play a significant or controlling role
            in the outcome of substantially all matters with respect to FEMSA to
            be decided by its shareholders.
            Except as set forth in this filing, none of the Reporting Persons
            currently has plans or proposals which relate to or which would
            result in any of the actions or transactions described in paragraphs
            (a) through (j) of Item 4 of the instructions to Schedule 13D.
            However, from time to time, the Reporting Persons may evaluate the
            possibility of acquiring additional shares, disposing of shares, or
            entering into corporate transactions involving FEMSA (including, but
            not limited to, joint ventures and/or other commercial arrangements
            with FEMSA). The Reporting Persons reserve the right to formulate
            plans or proposals regarding FEMSA or any of its securities and to
            carry out any of the actions or transactions described in paragraphs
            (a) through (j) of Item 4 of the instructions to this Schedule 13D,
            to the extent deemed advisable by such Reporting Persons.

Item 5.     Interest in Securities of the Issuer

       a. Amount beneficially owned:

           See responses to Item 9 and 11 on pages 2 through 33.

       b. Power to Vote or Dispose:

          Number of shares as to which such person has:

              i. Sole power to vote or to direct the vote:

                     See responses to Item See responses to Item 8 on pages 2
                     through 33.

              ii. Sole power to dispose or to direct the disposition:

                     7 on pages 2 through 33.

              iii. Shared power to vote or direct the vote:

                     See responses to Item 9 on pages 2 through 33.

              iv. Shared power to dispose or direct the disposition:

                     See responses to Item 10 on pages 2 through 33.

       c. Transactions During Past Sixty Days:

       In the last sixty days, the Trust Participants have contributed to the
    Voting Trust additional B Shares, D-B Shares and D-L shares over which they
    previously exercised Sole Voting and dispositive power to the Trust.

       d. Right to Receive Dividends and Proceeds.

      None.

       e. Not applicable.

Item 6.     Contracts, Arrangements, Understandings or Relationships with
            Respect to Securities of the Issuer

            The Trust Participants are parties to the Voting Trust (Irrevocable
            Trust No. F/29487-6 established at BBVA Bancomer Servicios, S.A., as
            Trustee). The Trust Participants agreed in April 1998 to deposit a
            majority of their shares of FEMSA (the Trust Shares) into the Voting
            Trust. The primary purpose of the Voting Trust is to permit the
            Trust Shares to be voted as a block, in accordance with the
            instructions of the Technical Committee. The Technical Committee is
            comprised of all of the Trust Participants. The number of B Shares
            deposited by each Trust Participant (the proportional share of the
            Trust Shares of such participant) determines the number of votes
            that such Trust Participant has on the Technical Committee. Most
            matters are decided by a simple majority of the Trust Shares. As a
            consequence of the Technical Committee's internal procedures, the
            Technical Committee, as a whole, is deemed to have the beneficial
            ownership with sole voting power of all the shares deposited in the
            Voting Trust and the Trust Participants (as defined below), as
            Technical Committee members, are deemed to have beneficial ownership
            with shared voting power over those same deposited shares.

            The Trust Participants agreed to certain transfer restrictions with
            respect to the Trust Shares. During the ten-year term of the Voting
            Trust, Trust Shares may be transferred by Trust Participants to
            spouses and immediate family members and, subject to certain
            conditions, to companies that are 100% owned by Trust Participants
            ("Permitted Transferees"), provided in all cases that the transferee
            agrees to be bound by the terms of the Voting Trust. In the event
            that a Trust Participant wishes to sell part of its Trust Shares to
            someone other than a Permitted Transferee, the other Trust
            Participants have the right of first refusal to purchase the Trust
            Shares that such Trust Participant wishes to sell. If none of the
            Trust Participants elects to acquire the Trust Shares from the
            selling Trust Participant, the Technical Committee will have the
            right to nominate (subject to the approval of Technical Committee
            members representing 75% of the Trust Shares, excluding Trust Shares
            that are the subject of the sale) a purchaser for such Trust Shares.
            In the event that none of the Trust Participants or a nominated
            purchaser elects to acquire such Trust Shares, the selling Trust
            Participant will have the right to sell such Trust Shares to a third
            party on the same terms and conditions that were offered to the
            Trust Participants. Acquirors of Trust Shares will only be permitted
            to become parties to the Voting Trust upon the affirmative vote of
            Technical Committee members. In the event that a Trust Participant
            holding a majority of the Trust Shares elects to sell its Trust
            Shares, the other Trust Participants have "tag along" rights that
            will enable them to sell their Trust Shares to the acquiror of the
            selling Trust Participant's Trust Shares.

            Other than as disclosed herein and in Item 4 of this Statement,
            there are no other contracts, arrangements, understandings or
            relationships among the Reporting Persons and between such persons
            and any person with respect to the B Shares, D-B Shares or D-L
            Shares.

Item 7.     Material to be Filed as Exhibits

Exhibit Number      Description                                  Page Number
1                   Joint Filing Agreement                       45
2                   Trust Agreement (Original Spanish Version)   47
3                   Trust Agreement (English Translation)        62






Signature

      After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.


Dated:  March 26, 2004

                                       Technical Committee under
                                       Irrevocable Trust No. F/29487-6
                                       established at BBVA Bancomer
                                       Servicios, S.A., as Trustee, on its
                                       own behalf and on behalf of the
                                       Trust Participants (as defined in
                                       Item 2(a) on page 34 hereof)


                                       By /s/ Carlos Eduardo Aldrete Ancira
                                          ---------------------------------
                                          Name:  Carlos Eduardo Aldrete
                                          Ancira
                                          Title:  Attorney-in-fact









                                   Schedule I

                 Disclaimer of Certain Pecuniary Interests

The Technical Committee (as defined in Item 2 (a) on page 34 hereof) hereby
disclaims having any pecuniary interests derived from the beneficial ownership
of any shares representing FEMSA's Capital Stock (as described in responses to
Items 5 and 8 on page 2 hereof).

The Trust Participants (as defined in Item 2 (a) on page 34 hereof) hereby
disclaim having any pecuniary interests derived from the beneficial ownership of
any shares (with shared voting power and with shared dispositive power)
representing FEMSA's Capital Stock (as described in responses to Items 6 and 8
on pages 3 through 33 hereof), other than, pecuniary interests derived by each
Trust Beneficiary from shares that such Trust Beneficiary contributed to BBVA
Bancomer Servicios, S.A. Trust No. F/29487-6, which as of March 22, 2004 amount
to the following:



                                                                                  FEMSA's Capital Stock
                                                                    -----------------------------------------------
                                                                    B Shares           D-B Shares              D-L
                                                                    -------------  ------------------  ------------
                                                                                                      
Shares
BBVA Bancomer Servicios, S.A. F/250708-7......................         63,275,895           0                    0
Eugenio Garza Laguera.........................................        539,404,085           0                    0
Paulina Garza Gonda de Marroquin..............................        102,750,000           0                    0
Barbara Garza Gonda...........................................        102,750,000           0                    0
Mariana Garza Gonda de Trevino Bryan..........................        102,750,000           0                    0
Eva Gonda de Garza............................................        102,750,000           0                    0
Eva Garza Gonda de Fernandez..................................        102,750,000           0                    0
Consuelo Garza Laguera de Garza...............................        103,532,500           0                    0
Alfonso Garza Garza...........................................             73,650           0                    0
Patricio Garza Garza..........................................             73,650           0                    0
Juan Carlos Garza Garza.......................................             73,650           0                    0
Eduardo Garza Garza...........................................             73,650           0                    0
Alberto Bailleres.............................................         92,401,680           0                    0
Maria Teresa G. de Bailleres..................................            323,050           0                    0
Inversiones Bursatiles Industriales, S.A. de C.V. ............             94,450           0                    0
Corbal, S.A. de C.V. .........................................          3,840,350           0                    0
Magdalena M. de David.........................................          9,557,110           0                    0
Alepage, S.A. ................................................             71,050           0                    0
BBVA Bancomer Servicios, S.A., F/29013-0......................         78,396,650           0                    0
Max David Michel..............................................         13,803,690           0                    0
Juan David Michel.............................................         13,803,690           0                    0
Monique David de VanLathem....................................         13,803,690           0                    0
Renee Michel de Guichard......................................          5,260,495           0                    0
Magdalena Guichard Michel.....................................          8,406,500           0                    0
Rene Guichard Michel..........................................          8,406,500           0                    0
Miguel Guichard Michel........................................          8,406,500           0                    0
Graciano Guichard Michel......................................          8,056,500           0                    0
Juan Guichard Michel..........................................          8,381,500           0                    0
Franca Servicios, S.A. de C.V.................................        269,855,465           0                    0
BBVA Bancomer Servicios, S.A. F/29490-0.......................        144,247,725           0                    0