EXHIBIT 3.19
                                                  Unofficial English Translation

                            ARTICLES OF INCORPORATION

In Mexico City, on July thirtieth, nineteen hundred and forty one, before me
RAFAEL DEL PASO, Esq., Public Notary holder of Notary number forty-eight of this
city, appeared: Messieurs FERNANDO GERARD, HIPOLITO L. GERARD, MANUEL DE MEDINA
BAEZA, CARLOS VILLEGAS, Jr., SAMUEL VILLEGAS, ARMANDO VILLEGAS and PABLO
VILLEGAS, all on their own right and declared:

That they have decided to create a stock capital mercantile corporation and for
said purpose with the writ herein the organize said corporation pursuant to the
following

                                     CLAUSES
                                      FIRST

Messieurs Fernando Gerard, Hipolito L. Gerard, Manuel de Medina Baeza, Carlos
Villegas, Jr., Samuel Villegas, Armando Villegas and Pablo Villegas, appear on
their own right, and by means of the instrument herein organize a capital stock
mercantile corporation, for which the provisions of this corporate organization
agreement shall constitute the Bylaws.

                                     SECOND

The objectives of the Corporation include the mercantile exploitation of the
manufacturing and sale branches of steel seats for theatres, cinemas and other
show or meeting centers; the manufacturing and sale of steel furniture; the
manufacturing and sale of all type of furniture; and the representation or
distribution of manufacturers, traders or commission agents of any of said
items, as well as the execution of all type of agreements related to the
corporate objectives and all those necessary or convenient for due performance
of same --the Corporation cannot acquire real estate.

                                      THIRD

The Corporation shall be domiciled in Mexico City, Federal District, being able
to establish agencies or branches in other places of the Mexican Republic or
abroad.

                                     FOURTH

The name of the Corporation shall be "CENTRAL DE INDUSTRIAS, SOCIEDAD ANONIMA",
being able to use the last two words abbreviated with the initials "S. A."

                                      FIFTH








The Corporation's capital amounts to SEVENTY THOUSAND MEXICAN PESOS, which shall
be divided in seventy shares of one thousand Mexican pesos each, all paid-up
shares and registered to the bearer. The shares shall grant the holders equal
rights and obligations, because the founders categorically declare that they do
not reserve for themselves any privileges in the Corporation and the share
titles or certificates shall include the inserts provided by article one hundred
and twenty-five of the General Mercantile Corporations Law.

                                      SIXTH

The amount of the capital stock is fully subscribed and paid, as follows:

Mr. Fernando Gerard, thirty shares, with a total value of thirty thousand pesos.
$30,000.00.

Mr. Hipolito L. Gerard, seven shares, with a total value of seven thousand
pesos. $7,000.00

Mr. Manuel de Medina Baeza, Esq., five shares, with a total value of five
thousand pesos. $5,000.00

Mr. Carlos Villegas, Jr., seven shares, with a total value of seven thousand
pesos. $7,000.00

Mr. Samuel Villegas, seven shares, with a total value of seven thousand pesos.
$7,000.00

Mr. Armando Villegas, seven shares, with a total value of seven thousand pesos.
$7,000.00

Mr. Pablo Villegas, seven shares, with a total value of seven thousand pesos.
$7,000.00

For a total of seventy shares, with a total value of seventy thousand pesos.
$70,000.00

The total amount of these shares, that is the amount of seventy thousand Mexican
pesos, in cash is fully received by Mr. Fernando Gerard, as Chairman of the
Corporation being organized, before the undersigned Notary who certifies.

                                     SEVENTH

The Corporation shall have a life period as of its date of organization through
December 31, nineteen hundred and fifty one.

                                      EIGHT








It is an expressed agreement of this corporate agreement that all foreigners who
participate in the granting of this instrument and any foreigner that acquires
an interest or participation in this Corporation, is to be considered, by this
sole fact, as a Mexican regarding his/her corporate interest or participation,
and agree not to invoke to his/her government for protection, under penalty, in
the event of infringement of this agreement, of losing his/her rights in favor
of the Mexican Nation.--this stipulation shall appear in the Corporate share
certificates.

                                      NINTH

The Corporation shall be governed and managed by a Board of Directors,
comprising five proprietary members, for whom, if so desired, alternates may be
appointed, members who according to the order of their appointment shall hold
the following positions: the First Member shall be the Chairman of the Board of
Directors; the Second Member shall be the Treasurer of the Corporation; and the
Fourth and Fifth Members shall not hold any appointment or special obligations.
the members designated shall hold their offices indefinitely, until another
General Stockholders' Meeting appoints new members and until the newly appointed
members occupy the office. The Board of Directors of the Corporation shall have
the use of the corporate firm, with extended administrative faculties, of
ownership and for lawsuits and collections, with all the general and special
powers requiring a special clause according to Law, pursuant to article two
thousand, five hundred and fifty-four of the Civil Code, provision that to a
word reads: "ARTICLE 2,554. For all the general powers of attorney for lawsuits
and collections, it shall be sufficient to say that the power is granted with
all the general and special powers which require a special clause pursuant to
law, in order that they may be considered as granted without any limitation
whatsoever. In general powers of attorney to administer properties it shall be
sufficient to state that they are granted for that purpose, in order for the
attorney-in-fact to have all kinds of administrative powers. In general power of
attorney to exercise acts of ownership, it shall be sufficient that they be
granted for that purpose in order for the attorney-in-fact to have all the
powers of an owner, both with respect to the properties and in order to take all
kinds of steps to defend them. If in any of the three foregoing cases, it is
desired to limit the powers of an attorney-in-fact, the limitations shall be set
forth or the powers of attorney shall be for specific matters. The notaries
shall insert this article in all the testimonies of powers of attorney granted."

The appointed members, in order to take possession of their offices, shall
provide the pledge determined during the General Stockholders' Meeting that
appoints them. When the Board of Directors of the Corporation is not gathered,
the faculties granted to it herein shall correspond, in full exercise, to the
Chairman of said Board of Directors.

                                      TENTH

The supervision of the Corporation shall be under a Corporate Official elected
during a General Stockholders' Meeting, who shall hold his/her office until a






General Stockholders' Meeting makes a new appointment. The Corporate Official
need not be a shareholder of the Corporation. In order to take over his/her
position the appointed Corporate Official shall provide the guarantee set forth
during a General Stockholders' Meeting that made the appointment.

                                    ELEVENTH

The sovereign representation of the Corporation corresponds to the General
Stockholders' Meetings. The General Regular Stockholders' Meetings shall be held
once a year, within the first four months of the corporate period, at the place,
day and hour set forth by the Board of Directors. Special Stockholders' Meetings
shall be held in the cases provided by article one hundred and eighty two of the
General Mercantile Corporations Law and when called by the Board of Directors or
the Corporate Official or a group of stockholders representing twenty-five
percent of the Corporation's shares. The notices for General Special and Regular
Stockholders' Meetings shall be published one time, with the agenda in the
Official Gazette of the Federation. However, the stockholders' meeting that
represents all the capital stock can be organized in a General Regular and
Special Stockholders' Meeting without previous Notice and with no other
requirement and the decisions adopted during said Stockholders' Meeting shall be
legally enforced, as long as they comply with the requirement provided in
article one hundred and eighty-nine of the General Mercantile Corporations Law.

                                     TWELFTH

In order to attend a General Stockholders' Meeting, the Stockholders must
deposit their shares at the Treasury of the Corporation or in any Credit
Institution, previously authorized for such purpose by the Board of Directors.
This deposit shall be made at least twenty-four hours before the date on which
the Meeting is to be held, except in the cases foreseen in the final part of the
eleventh clause.

                                   THIRTEENTH

The Stockholders' Meetings shall be presided by the Chairman of the Board of
Directors of the Corporation and in the event the Chairman would be absent, the
acting Chairman shall be the next member in its order and so on. At the
beginning of each General Stockholders' Meeting, the person presiding it shall
appoint a teller, who shall be in charge of drafting the attendance list, of
notifying the identity of the attendees and of counting the total votes, which
shall always be by show of hands.

                                   FOURTEENTH

During the General Stockholders' Meeting, each share entitles to one vote. The
resolutions shall be adopted by absolute majority of votes of the shares
represented, the Chairman of the General Stockholders' Meeting shall have the
casting vote in the event of a tie.








                                    FIFTEENTH

The resolutions of the General Stockholders' Meetings adopted according to the
terms hereof and to the General Mercantile Corporations Law bind all the
Stockholders, even those absent or dissident.

                                    SIXTEENTH

The corporate firm shall be held by the Board of Directors of the Corporation,
the Chairman of said Board of Directors, the Managers appointed by the General
Stockholders' Meeting, the Board of Directors or the Chairman of said Board, all
the representatives to whom this clause makes reference having to use the
corporate name, within the attributions set forth herein or assigned at the time
they are appointed, as the case may be.

                                   SEVENTEENTH

The corporate tax periods shall begin on April first of a calendar year and
shall end on March thirty-one of the following calendar year.

                                   EIGHTEENTH

The amount of the legal reserve of the Corporation shall be the fourth part of
its capital stock.

                                   NINETEENTH

At the end of each fiscal year, a general balance shall be prepared and the
profits gained shall be distributed as follows: 1st. Five percent shall be set
aside to for or rebuild, in its case, the legal reserve, until the amount
corresponds to twenty-five percent of the capital stock. 2nd. Up to ten percent
shall be set aside in order to create the special reserves agreed to during a
General Stockholders' Meeting or to be distributed among the members of the
Board of Directors of the Corporation, the Corporate Official and the managers
or employees of same, as bonds agreed by the General Stockholders' Meeting. If
the aforementioned ten percent were not fully or partially applied pursuant to
the provisions of this item, the amount not applied shall be used as foreseen in
next item. 3rd. From the remainder, a third shall be paid to "Credito Comercial
Mexicano, Sociedad Anonima", as interest, because it is a credit institution
that shall provide a credit to the Corporation being organized, pursuant to an
agreement entered separately by both parties; and the other two thirds shall be
proportionally distributed among the stockholders, prorated among all the stock
certificates.

                                    TWENTIETH

The Corporation shall be dissolved, in the cases provided in article two hundred
and twenty-nine of the General Mercantile Corporations Law in force, and its






liquidation shall be performed by the last Board of Directors of the
Corporation, which shall assume the obligations of liquidator, proceeding, in
the event of absence, resignation or disability of the Board of Directors to
perform this obligation, to appoint liquidators pursuant to chapter eleventh of
the said General Mercantile Corporations Law in force, whose procedures shall be
applied to all that is not foreseen in this clause, for the dissolution and
liquidation of the Corporation.

                                  TWENTY-FIRST

All matters not foreseen herein shall be governed by the provisions of the
General Mercantile Corporations Law in force, and the Judges and Courts of
Mexico City, Federal District, shall be the only competent ones to construct and
enforce the agreement herein.


                                  TWENTY-SECOND

The expenses caused by this writ and those of its registration shall be payable
by the Corporation being organized.

FIRST TRANSITORY. The first fiscal year shall begin on the day corporate
operations start through March thirty-one, nineteen hundred and forty-two.

SECOND TRANSITORY. The Board of Directors of the Corporation, under the
provisions of article one hundred and twenty-six of the General Mercantile
Corporations Law, can include several shares in a single certificate or title,
both when issuing provisional share certificates and when issuing the final
certificates on same.

THIRD TRANSITORY. The following persons are appointed as proprietary members to
integrate, in the respective order, the Board of Directors of the Corporation:
First Member, Chairman of the Board of Directors, Mr. Fernando Gerard; second
Member Treasurer of the Corporation, Mr. Hipolito L. Gerard; Third Member
Secretary of the Corporation, Mr. Manuel de Medina Baeza; Fourth Member Mr.
Carlos Villegas, Jr.; Fifth Member Mr. Samuel Villegas, who by expressed
agreement of the interested parties, guarantee its compliance with five hundred
Mexican pesos, which they deposit as a guarantee in the safe of the Corporation,
at its disposal.

FOURTH TRANSITORY. Mr. Gabriel Pedroza is appointed Corporate Official of the
Corporation, who shall receive an annual salary of one hundred Mexican pesos and
who guarantees its compliance with same with the amount of one hundred Mexican
pesos, which in this act he submits in cash to the Board of Directors of the
Corporation, so that this amount remains as a pledge in the safe of the
Corporate.

FIFTH TRANSITORY. "Central de Industria, Sociedad Anonima", appoints as its
special attorney in fact Mr. Fernando Gerard, so that he may, on behalf and


representing the Corporation, may grant with "Credito Comercial Mexicano,
Sociedad Anonima" a loan for specific business purposes agreement in the amount
of two hundred thousand Mexican pesos, with the remuneration foreseen in the
third item of clause Nineteen hundred hereof, under the terms and conditions and
with the guarantees that appear on the corresponding draft of said agreement,
which in two originals was executed by all who appeared, submitting one to Mr.
Fernando Gerard, for safekeeping, and another that shall serve as a model for
granting the corresponding writ. This authorization to Mr. Fernando Gerard on
behalf and representing "Central de Industrias, Sociedad Anonima" is expressly
evidenced herein, because such person has interests in "Credito Comercial
Mexicano, Sociedad Anonima", reason why it could be understood that there were
opposing interests, for said individual to appear on behalf of "Central de
Industrias, Sociedad Anonima", in the agreement executed by same with "Credito
Comercial Mexicano, Sociedad Anonima".

SIXTH TRANSITORY. "Central de Industrias, Sociedad Anonima" appoints as its
special attorney in fact Mr. Fernando Gerard so that he, on behalf and
representing the Corporation, grants an agreement with "Credito Comercial
Mexicano, Sociedad Anonima" for credit discounts for up to two hundred thousand
Mexican pesos, with a ten percent global annual remuneration for operations in
monthly installments for a period of up to two years, pursuant to the terms and
conditions and with the guarantees that appear on the corresponding draft of
said agreement, which was executed in two copies by all the individuals present,
delivering one to Mr. Fernando Gerard for safekeeping and the other one shall
serve as a model for the granting of the corresponding writ. This authorization
to Mr. Fernando Gerard on behalf and representing "Central de Industrias,
Sociedad Anonima" is expressly evidenced herein, because said individual has an
interest in "Credito Comercial Mexicano, Sociedad Anonima", due to which it
could be considered that there were opposing interests for said individual to
appear on behalf of "Central de Industrias, Sociedad Anonima", in the agreement
executed with "Credito Comercial Mexicano, Sociedad Anonima".

SEVENTH TRANSITORY. "Central de Industrias, Sociedad Anonima" appoints as its
special attorney in fact Mr. Hipolito L. Gerard so that he, on behalf and
representing the Corporation, grants with "Villegas Hermanos, Sociedad Anonima"
and with Mr. Fernando Gerard, an agreement, in virtue of which "Central de
Industrias, Sociedad Anonima" shall acquire from "Villegas Hermanos, Sociedad
Anonima" the machinery, furniture and items property of the latter and Mr.
Fernando Gerard shall assign to "Central de Industrias, Sociedad Anonima" the
rights he has due to the exclusivity granted to him by "Villegas Hermanos,
Sociedad Anonima" for the sale of steel seats and other furniture it
manufactures.

The agreement shall be granted pursuant to the terms of the draft executed by
the parties and the appointment of the special attorney in fact is made by
virtue of the opposing interests which could exist between Mr. Fernando Gerard,
who executes said agreement on his own right and "Central de Industrias,
Sociedad Anonima", from which said person is the General Administrator.