"FIRST. ISSUANCE. "BANCO DEL ATLANTICO," represented by its trust delegates
Mesrs. RENAN RODRIGUEZ TOLENTINO AND HECTOR FLORES FIERRO by unilateral
declaration of will and to comply with the purposes of the trust cited in
section one of the statements of the Issuance Document, issues FOUR HUNDRED
EIGHTY-SEVEN MILLION FOUR HUNDRED SIXTEEN THOUSAND THIRTY Unamortizable
registered Common Depositary Receipts, called "ELEKTRA," with a value of ZERO
POINT FOUR FOUR FOUR ZERO THREE ZERO (0.444030) per receipt with a total issue
value of TWO HUNDRED SIXTEEN MILLION FOUR HUNDRED TWENTY-SEVEN THOUSAND THREE
HUNDRED FORTY PESOS AND 00/100 National Currency exclusively for the purposes of
Articles Two Hundred Twenty-Eight Dash "h", two hundred twenty-eight dash "m",
Section V, and Section V of Article Two Hundred Twenty-Eight dash "n" of the
General Credit Instruments and Transactions Law.





                                                                  June 21, 2000


    The undersigned does hereby represent and certify that the above
Modification to the CPO Trust Deed is a fair and accurate representation of the
original Modificacion Al Acta de Emision de Los Certificados de Participacion.



                                                   Grupo Elektra, S.A. de C.V.


                                                   By: /s/ Ricardo Martinez Cruz
                                                       -------------------------