THE BANK OF NEW YORK
NEW YORK’S FIRST BANK - FOUNDED 1784 BY ALEXANDER HAMILTON
101 BARCLAY STREET, NEW YORK, N.Y. 10286
AMERICAN DEPOSITARY RECEIPTS
February 9, 2004
U.S. Securities & Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Attn.: Document Control
Re: American Depositary Shares evidenced by American Depositary Receipts representing Series C shares of Grupo Modelo, S.A. de C.V. (Form F-6 Registration No. 333-111743).
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Ladies and Gentlemen:
Pursuant to Rule 424(b)(3) under the Securities Act of 1933, as amended, on behalf of The Bank of New York, as Depositary for securities against which American Depositary Receipts are to be issued, we attach a copy of the new prospectus (“Prospectus”) reflecting a change in the number of shares represented by each American Depositary Share.
As required by Rule 424(e), the upper right hand corner of the cover page has a reference to Rule 424(b)(3) and to the file number of the registration statement to which the prospectus relates.
Pursuant to Section III B of the General Instructions to the Form F-6 Registration Statement, the Prospectus consists of the revised form of ADR certificate.
Please contact me with any questions or comments on 212 815-4372.
Very truly yours,
/s/ Perry Palma Gil
Perry Palma Gil
Assistant Treasurer
Tel (212) 815-4372
Fax (212) 571-3050
E-mail:ppalmagil@BankofNY.com
Encl.
cc: Paul Dudek, Esq.