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                                   FORM 8-K/A
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                 CURRENT REPORT
     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

                          Date of Report: May 24, 1999

                         Commission file number: 0-27992

                              ELAMEX, S.A. de C.V.
             (Exact name of registrant as specified in its charter)

           Mexico                                       Not Applicable
(State or other jurisdiction of                        (I.R.S. employer
 incorporation or organization)                      identification number)

Avenida Insurgentes No. 4145-B Ote.
   Cd. Juarez, Chihuahua  Mexico                           C.P. 32340
(Address of principal executive offices)                   (Zip code)

                                 (915) 774-8252
               Registrant's telephone number, including area code
                                in El Paso, Texas

Form 8-K shall be used for  current  reports  under  Section  13 or 15(d) of the
Securities  Exchange  Act of  1934,  filed  pursuant  to  Rule  13a-11  [17  CFR
240.13a-11] or Rule 15d-11 [17 CFR 240.15d-11].

This  Amendment  No.  2 on Form  8-K/A  (this  "Amendment")  does  not  make any
substantive change to the Form 8-K, as electronically  filed with the Commission
on April 30, 1999 (the "Original  8-K"),  and amended on Form 8-K/A  ("Amendment
No. 1") filed with the Commission on May 17, 1999. This Amendment has been filed
to amend  Exhibit 16 (Letter re change in  Auditors)  filed  originally  on Form
8-K/A Amendment No. 1.




Item 4. Changes in Registrant's Certifying Accountants.

         On  April  23,  1999,  the  shareholders  of the  registrant,  at their
regularly  scheduled annual meeting,  approved the  recommendation  by the Audit
Committee  of the Board of  Directors  to  (i)engage  Deloitte  & Touche  LLP as
independent  accountants  for Elamex,  S.A. de C.V. and (ii) replace KPMG LLP as
such independent accountants.

         During the fiscal years ended  December  31, 1990 through  December 31,
1998,  and for the  interim  period  ending  April 23,  1999,  (i) there were no
disagreements with KPMG LLP on any matter of accounting principles or practices,
financial  statement  disclosures,  or  auditing  scope  or  procedures,   which
disagreements if not resolved to its  satisfaction  would have caused it to make
reference  in  connection   with  its  report  to  the  subject  matter  of  the
disagreement, and (ii) KPMG LLP has not advised the registrant of any reportable
events as defined in paragraph  (A) through (D) of  Regulation  S-K Item 304 (a)
(1) (v).

         The  accountant's  report  of KPMG  LLP on the  consolidated  financial
statements  of Elamex,  S.A. de C.V. and  Subsidiaries  as of and for the past 2
years ended  December 31, 1998, and for the interim period ending April 23, 1999
did not contain  any  adverse  opinion or  disclaimer  of  opinion,  and was not
qualified of modified as to uncertainty, audit scope, or accounting principles.

Item 7. Financial Statements and Exhibits.

        A.       Exhibits:

                 Exhibit 16.      Letter re change in certifying accountants.





                                   SIGNATURES

   Pursuant to the  requirements  of the  Securities  Exchange Act of 1934,  the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned, thereunto duly authorized, in Ciudad Juarez, Chihuahua, Mexico.

                                               ELAMEX, S.A. de C.V.

   Date: May 24, 1999                   By:      /s/ Hector Raynal
                                                 -----------------
                                                  Hector M. Raynal
                                        President and Chief Executive Officer
                                              (Duly Authorized Officer)



   Date: May 24, 1999                   By:   /s/ Carlos Martens
                                              ------------------
                                               Carlos D. Martens
                                        Vice-President of Finance and
                                           Chief Financial Officer