SECURITIES AND EXCHANGE COMMISSION

Issuer Delisting; Order Granting the Application of Grupo Imsa, S.A. de C.V. to Withdraw its American Depositary Shares (represented by American Depositary Receipts (each representing nine equity units, each of which consists of three Series B shares, no par value, and two Series C shares, no par value)), from Listing and Registration on the New York Stock Exchange, Inc. File No. 1-14544

April 6, 2005

On February 10, 2005, Grupo Imsa, S.A. de C.V., a company organized under the laws of United Mexican States ("Issuer"), filed an application with the Securities and Exchange Commission ("Commission"), pursuant to Section 12(d) of the Securities Exchange Act of 1934 ("Act")¹ and Rule 12d2-2(d) thereunder,² to withdraw its American Depositary Shares (each representing nine equity units, each of which consists of three Series B shares, no par value, and two Series C shares, no par value) ("Security"), from listing and registration on the New York Stock Exchange, Inc. ("NYSE"). Notice of such application requesting comments was published in the Federal Register on March 15, 2005.³ No comments were received. As discussed below, the Commission is granting the application.

The Board of Directors ("Board") of the Issuer adopted resolutions, at a meeting held on January 10, 2005, to withdraw the Security from listing and registration on the NYSE. The Board stated that in reaching its decision to withdraw the Security from the Exchange, the Board considered the following factors. First, the Board believes that the Issuer's shareholders have been disadvantaged by the historically thin liquidity of trading in the US markets for the Security. The Board believes that the trading price of the Security has been adversely affected by weak liquidity. Second, in the Board's view, the liquidity and pricing issues have arisen because the public float of the Security is not large enough to support trading on two exchanges. Only 15% of the Security is owned by the public, with the rest owned by the

Canales Clariond and Clariond Reyes families. Since the Issuer is a Mexican company, headquartered in Monterrey, Mexico, the Board believes that all trading in the Security should take place on the Mexican Stock Exchange. Third, the Board hopes that if all of the trading in the Security takes place on the Mexican Stock Exchange, the market for the Security on that exchange will show improved liquidity and pricing. In that case, withdrawal of the Security from listing on the NYSE will benefit the Issuer's shareholders.

Last, the Board stated that as required by the Issuer's by-laws, the Issuer's shareholders have voted on and approved by a majority of more than 98%, the proposal to withdraw the Security from listing on the NYSE. Investors in the Security will continue to have access to information regarding the Issuer contained in reports filed with the Commission. In view of the thin liquidity of the trading markets for the Security and the price at which the Security has historically been trading, the Board believes that the Issuer's shareholders have not realized the benefits of an NYSE listing.

The Issuer stated in its application that it has complied with the NYSE's rules governing an issuer's voluntary withdrawal of a security from listing and registration by providing the NYSE with the required documents governing the removal of securities from listing and registration on the NYSE. The Issuer's application relates solely to the withdrawal of the Security from listing on the NYSE and from registration under Section 12(b) of the Act,⁴ and shall not affect its obligation to be registered under Section 12(g) of the Act.⁵

The Commission, having considered the facts stated in the application and having due regard for the public interest and protection of investors, orders that the application be, and it hereby is, granted, effective at the opening of business on April 7, 2005.

For the Commission, by the Division of Market Regulation, pursuant to delegated authority.⁶

Endnotes

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¹ 15 U.S.C. 78l(d).

² 17 CFR 240.12d2-2(d).

³ See Securities Exchange Act Release No. 51342 (March 9 2005), 70 FR 12759.

⁴ 15 U.S.C. 78l(b).

⁵ 15 U.S.C. 78l(g).

⁶ 17 CFR 200.30-3(a)(1).

http://www.sec.gov/rules/delist/1-14544-o.htm