<DOCUMENT>
<TYPE>6-K
<SEQUENCE>1
<FILENAME>cocacola6k_03-26.txt
<TEXT>
                                    FORM 6-K

                       Securities and Exchange Commission
                             Washington, D.C. 20549
                            Report of Foreign Issuer
                        Pursuant To Rule 13a-16 Or 15d-16
                                     Of The
                         Securities Exchange Act of 1934


For the month of March 2003                       Commission file number 1-12260


                          COCA-COLA FEMSA, S.A. de C.V.
                 (Translation of Registrant's name into English)



                       Guillermo Gonzalez Camarena No.600
                            Centro de Ciudad Santa Fe
                            Delegacion Alvaro Obregon
                               01210 Mexico, D.F.
                                     Mexico
                          (Address of principal office)



         (Indicate by check mark whether the registrant files or will file
annual reports under cover of Form 20-F or Form 40-F.)

         (Check One) Form 20-F  X               Form 40-F
                               ---                       ---

         (Indicate by check mark whether the registrant by furnishing the
information contained in this Form is also thereby furnishing information to the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of
1934.)

                (Check One) Yes                     No  X
                                ---                    ---

         (If "Yes" is marked, indicate below the file number assigned to the
registrant in connection with Rule 12g3-2(b). 82-___ .)



<PAGE>

                                                                        Deloitte
                                                                        & Touche


REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS



To the Stockholders of
Coca-Cola FEMSA, S.A. de C.V.,


We have audited the accompanying consolidated balance sheets of Coca-Cola FEMSA,
S.A. de C.V. (a Mexican corporation) and Subsidiaries (collectively referred to
as the "Company") as of December 31, 2002 and 2001, and the related consolidated
statements of income, changes in stockholders' equity and changes in financial
position for each of the three years in the period ended December 31, 2002, all
expressed in thousands of Mexican pesos of purchasing power as of December 31,
2002. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in Mexico and in the United States of America. Those standards require that we
plan and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Coca-Cola FEMSA,
S.A. de C.V. and Subsidiaries as of December 31, 2002 and 2001, and the results
of their operations, the changes in their stockholders' equity and the changes
in their financial position for each of the three years in the period ended
December 31, 2002, in conformity with accounting principles generally accepted
in Mexico.

As mentioned in Note 4:

-    Effective January 1, 2000 the new procedures for the recognition of
     deferred income taxes as prescribed by revised Bulletin D-4, "Accounting
     for Income Taxes, Tax on Assets and Employee Profit Sharing", were adopted.

-    Effective January 1, 2001 the new procedures for the recognition of all
     financial instruments as prescribed by Bulletin C-2, "Financial
     Instruments", were adopted.

Accounting practices used by the Company in preparing the accompanying
consolidated financial statements conform with accounting principles generally
accepted in Mexico but do not conform with accounting principles generally
accepted in the United States of America (U.S. GAAP). A description of these
differences and a reconciliation of consolidated net income and stockholders'
equity to U.S. GAAP as permitted by the regulations of the U.S. Securities and
Exchange Commission, which allow omission of the requirement to quantify, in the
U.S. GAAP reconciliation, the differences attributable to the effects of
comprehensive inflation adjustments recorded locally, are set forth in Notes 22
and 23.

Our audits also comprehended the translation of the Mexican peso amounts into
U.S. dollar amounts and, in our opinion, such translation has been made in
conformity with the basis stated in Note 2. The translation of the financial
statement amounts into U.S. dollars and the translation of the financial
statements into English have been made solely for the convenience of readers in
the United States of America.

/s/ Deloitte & Touche

Mexico City, Mexico
January 21, 2003


<PAGE>



Coca-Cola FEMSA, S.A. de C.V. and Subsidiaries
Consolidated Balance Sheets
At December 31, 2002 and 2001
Amounts expressed in thousands of U.S. Dollars ($) and constant
Mexican Pesos (Ps.) as of December 31, 2002

<TABLE>
                                                                            2002                                  2001
----------------------------------------------------------------------------------------------------------------------
<S>                                                       <C>                          <C>                   <C>
Assets
Current Assets:
   Cash and cash equivalents                              $    590,057       Ps.       6,171,394     Ps.     4,523,063
----------------------------------------------------------------------------------------------------------------------
   Accounts receivable:
     Trade                                                      52,396                   548,010               587,823
     Notes                                                         966                    10,105                25,600
     Other                                                      19,351                   202,414               327,667
----------------------------------------------------------------------------------------------------------------------
                                                                72,713                   760,529               941,090
----------------------------------------------------------------------------------------------------------------------
   Recoverable taxes                                            23,033                   240,905                 2,288
   Inventories                                                  71,401                   746,786               576,525
   Prepaid expenses                                              6,789                    70,994                28,378
----------------------------------------------------------------------------------------------------------------------
Total Current Assets                                           763,993                 7,990,608             6,071,344
----------------------------------------------------------------------------------------------------------------------
Property, Plant and Equipment:
----------------------------------------------------------------------------------------------------------------------
   Land                                                         73,726                   771,104               757,171
   Buildings                                                   236,104                 2,469,411             2,355,133
   Machinery and equipment                                     592,454                 6,196,478             5,645,105
   Accumulated depreciation                                  (297,615)               (3,112,760)           (2,637,529)
   Construction in progress                                     34,483                   360,655               305,520
   Bottles and cases                                            27,174                   284,218               212,308
----------------------------------------------------------------------------------------------------------------------
Total Property, Plant and Equipment, Net                       666,326                 6,969,106             6,637,708
----------------------------------------------------------------------------------------------------------------------
Investments in Shares                                           11,085                   115,941               128,044
Deferred Charges, Net                                           80,163                   838,430               527,334
Goodwill, Net                                                   24,712                   258,459               895,983
Total Assets                                              $  1,546,279       Ps.      16,172,544     Ps.    14,260,413
----------------------------------------------------------------------------------------------------------------------
</TABLE>


<PAGE>


<TABLE>
Liabilities and Stockholders' Equity
----------------------------------------------------------------------------------------------------------------------
<S>                                                       <C>                <C>                     <C>
Current Liabilities:
     Bank loans and interest                              $      6,874       Ps.          71,900     Ps.        66,949
     Current maturities of long-term debt                          889                     9,294                13,400
     Suppliers                                                 151,661                 1,586,225             1,511,244
     Accounts payable                                           38,900                   406,872               348,632
     Accrued taxes                                              21,159                   221,299               396,829
Other liabilities                                               23,293                   243,608                90,176
----------------------------------------------------------------------------------------------------------------------
Total Current Liabilities                                      242,776                 2,539,198             2,427,230
----------------------------------------------------------------------------------------------------------------------
Long-Term Liabilities:
     Long-term debt                                            303,070                 3,169,810             2,949,391
     Pension plan                                               15,577                   162,923               154,626
     Seniority premiums                                          2,026                    21,191                19,124
     Deferred taxes                                             75,283                   787,386               670,278
     Other liabilities                                          35,200                   368,159               359,761
----------------------------------------------------------------------------------------------------------------------
Total Long-Term Liabilities                                    431,156                 4,509,469             4,153,180
----------------------------------------------------------------------------------------------------------------------
Total Liabilities                                              673,932                 7,048,667             6,580,410
----------------------------------------------------------------------------------------------------------------------

Stockholders' Equity:
     Capital stock                                             226,557                 2,369,560             2,369,560
     Additional paid-in capital                                159,397                 1,667,130             1,667,130
     Retained earnings from prior years                        636,717                 6,659,422             5,042,066
     Net income for the year                                   245,169                 2,564,218             2,202,334
     Cumulative translation adjustment                        (91,568)                 (957,706)             (502,357)
     Cumulative result of holding non-monetary assets        (303,925)               (3,178,747)           (3,098,730)
----------------------------------------------------------------------------------------------------------------------
Total Stockholders' Equity                                     872,347                 9,123,877             7,680,003
----------------------------------------------------------------------------------------------------------------------
Total Liabilities and Stockholders' Equity                $  1,546,279       Ps.      16,172,544     Ps.    14,260,413
----------------------------------------------------------------------------------------------------------------------

The accompanying notes are an integral part of these consolidated balance
sheets. Mexico, D.F., January 21, 2003





   /s/ Carlos Salazar Lomelin                                                   /s/ Hector Trevino Gutierrez
   --------------------------                                                   ----------------------------
   Carlos Salazar Lomelin                                                       Hector Trevino Gutierrez
   Chief Executive Officer                                                      Chief Financial and Administrative Officer
</TABLE>


<PAGE>


Coca-Cola FEMSA, S.A. de C.V. and Subsidiaries
Consolidated Income Statements
For the years ended December 31, 2002, 2001 and 2000
Amounts expressed in thousands of U.S. Dollars ($) and
constant Mexican Pesos (Ps.) as of December 31, 2002
<TABLE>

                                                                   2002                          2001             2000
----------------------------------------------------------------------------------------------------------------------
<S>                                                  <C>                  <C>               <C>              <C>
Net sales                                             $1,672,392     Ps.  17,491,545   Ps. 16,612,302   Ps. 15,968,453
Other operating revenues                                  12,283             128,473          117,171           66,936
----------------------------------------------------------------------------------------------------------------------
Total revenues                                         1,684,675          17,620,018       16,729,473       16,035,389
Cost of sales                                            777,327           8,130,063        7,737,834        7,773,266
----------------------------------------------------------------------------------------------------------------------
Gross profit                                             907,348           9,489,955        8,991,639        8,262,123
----------------------------------------------------------------------------------------------------------------------
Operating expenses:
   Administrative                                        133,521           1,396,501        1,287,196        1,304,309
   Selling                                               345,725           3,615,952        3,730,871        3,769,337
----------------------------------------------------------------------------------------------------------------------
                                                         479,246           5,012,453        5,018,067        5,073,646
Goodwill amortization                                      3,569              37,335          100,671          108,280
----------------------------------------------------------------------------------------------------------------------
Income from operations                                   424,533           4,440,167        3,872,901        3,080,197
----------------------------------------------------------------------------------------------------------------------
Integral cost of financing:
   Interest expense                                     (31,946)           (334,124)        (329,762)        (366,516)
   Interest income                                        24,150             252,587          273,807          137,603
   Foreign exchange gain (loss), net                      18,854             197,195          (6,300)        (378,167)
   Gain (loss)  on monetary position                      36,861             385,530         (80,966)            6,736
----------------------------------------------------------------------------------------------------------------------
                                                          47,919             501,188        (143,221)        (600,344)
----------------------------------------------------------------------------------------------------------------------
Other expense, net                                        51,085             534,274           37,312           95,980
----------------------------------------------------------------------------------------------------------------------

Income for the year before income taxes, employee
   profit sharing and change in accounting principles    421,367           4,407,081        3,692,368        2,383,873
Income taxes and employee profit sharing                 176,198           1,842,863        1,461,062        1,025,555
----------------------------------------------------------------------------------------------------------------------
Income for the year before change in
   accounting principles                                 245,169           2,564,218        2,231,306        1,358,318
Change in accounting principles                                -                   -           28,972                -
----------------------------------------------------------------------------------------------------------------------
Net income for the year                             $    245,169    Ps.    2,564,218   Ps.  2,202,334   Ps.  1,358,318
----------------------------------------------------------------------------------------------------------------------
Weighted average shares outstanding (in thousands)     1,425,000           1,425,000        1,425,000        1,425,000
Income per share before change in
   accounting principles                            $       0.17    Ps.         1.80   Ps.       1.57   Ps.       0.95
----------------------------------------------------------------------------------------------------------------------
Net income per share                                $       0.17    Ps.         1.80   Ps.       1.55    Ps.      0.95
----------------------------------------------------------------------------------------------------------------------
</TABLE>

The accompanying notes are an integral part of these consolidated income
statements.


<PAGE>


Coca-Cola FEMSA, S.A. de C.V. and Subsidiaries
Consolidated Statements of Changes in Financial Position
For the years ended December 31, 2002, 2001 and 2000
Amounts expressed in thousands of U.S. Dollars ($) and constant Mexican Pesos
(Ps.) as of December 31, 2002

<TABLE>

                                                                   2002                          2001             2000
----------------------------------------------------------------------------------------------------------------------
<S>                                                 <C>                    <C>              <C>              <C>
Resources Generated By (Used In):
Operating Activities:
   Net income for the year                          $    245,169    Ps.    2,564,218   Ps.  2,202,334   Ps.  1,358,318
   Depreciation                                           49,805             520,909          594,595          650,733
   Breakage of bottles and cases                          18,364             192,074          198,837          279,059
   Goodwill amortization and impairment                   41,989             439,158          100,671          108,280
   Amortization and other                                 27,531             287,944          171,839          228,749
----------------------------------------------------------------------------------------------------------------------
                                                         382,858           4,004,303        3,268,276        2,625,139
----------------------------------------------------------------------------------------------------------------------
Working capital:
   Accounts receivable                                    17,264             180,561        (188,685)         (70,557)
   Inventories                                          (20,376)           (213,110)        (147,599)         (13,525)
   Prepaid expenses and recoverable taxes               (54,334)           (568,284)           14,731         (21,197)
   Suppliers                                              7,169               74,981          266,601          137,308
   Accounts payable and other                             20,238             211,672         (34,171)          107,121
   Accrued taxes                                          10,663             111,521          155,520        (219,290)
   Interest payable                                          473               4,947          (6,374)          (5,807)
   Pension plan and seniority premiums                     (531)             (5,553)           14,540            4,877
----------------------------------------------------------------------------------------------------------------------
Resources Generated By Operating Activities              363,424           3,801,038        3,342,839        2,544,069
Investing Activities:
Property, plant and equipment                           (82,795)           (865,951)        (729,911)        (765,779)
Retirements of property, plant and equipment                   -                   -          129,448            5,555
Investments in shares and deferred charges              (45,410)           (474,946)        (225,695)        (160,362)
Resources Used In Investing Activities                 (128,205)         (1,340,897)        (826,158)        (920,586)
----------------------------------------------------------------------------------------------------------------------
Financing Activities:
Amortization in real terms of financing for the
   purchase of Coca-Cola FEMSA Buenos Aires shares        22,565             236,008        (270,440)        (212,260)
Translation adjustment in Coca-Cola FEMSA
   Buenos Aires investment                              (43,537)           (455,349)          719,556         (72,179)
Proceeds form issuance of long-term debt                 (1,883)            (19,691)         (18,066)           25,022
Dividends paid                                          (55,931)           (584,978)        (318,781)        (260,348)
Other liabilities                                          1,165              12,200          103,426           43,221
----------------------------------------------------------------------------------------------------------------------
Resources Generated By (Used In) Financing Activities   (77,620)           (811,810)          215,695        (476,544)
----------------------------------------------------------------------------------------------------------------------
Increase in cash and cash equivalents                    157,599           1,648,331        2,732,376        1,146,939
Cash and cash equivalents at beginning of the year       432,458           4,523,063        1,790,687          643,748
----------------------------------------------------------------------------------------------------------------------
Cash and Cash Equivalents at End of the Year        $    590,057    Ps.    6,171,394   Ps.  4,523,063    Ps. 1,790,687
----------------------------------------------------------------------------------------------------------------------
</TABLE>

The accompanying notes are an integral part of these consolidated statements of
changes in financial position.



<PAGE>


                                                          5
Coca-Cola FEMSA, S.A. de C.V. and Subsidiaries
Consolidated Statements of Changes in Stockholders' Equity
For the years ended December 31, 2002, 2001 and 2000
Amounts expressed in thousands of constant Mexican Pesos (Ps.) as of December
31, 2002


<TABLE>
                                                                                         Retained              Net
                                                                   Additional            Earnings           Income
                                                     Capital          Paid-in          from Prior          for the
Description                                            Stock          Capital               Years             Year

<S>                               <C> <C>          <C>              <C>                 <C>                <C>
Consolidated Balances at December 31, 1999    Ps.  2,369,560   Ps.  1,667,130      Ps.  4,002,913   Ps.    1,017,684
Transfer of income of prior year                                                        1,017,684        (1,017,684)
Dividends paid                                                                          (260,348)
Initial effect of deferred income taxes                                                 (757,720)
Comprehensive income                                                                                       1,358,318
Consolidated Balances at December 31, 2000    Ps.  2,369,560   Ps.  1,667,130      Ps.  4,002,529   Ps.    1,358,318
Transfer of income of prior year                                                        1,358,318        (1,358,318)
 Dividends paid                                                                         (318,781)
Comprehensive income                                                                                       2,202,334
Consolidated Balances at December 31, 2001    Ps.  2,369,560   Ps.  1,667,130      Ps.  5,042,066   Ps.    2,202,334
Transfer of income of prior year                                                        2,202,334        (2,202,334)
Dividends paid                                                                          (584,978)
Comprehensive income                                                                                       2,564,218
Consolidated Balances at December 31, 2002    Ps.  2,369,560   Ps.  1,667,130      Ps.  6,659,422   Ps.    2,564,218




                                                                      Cumulative
                                                                        Result of           Total
                                                  Cumulative        Holding Non-           Stock-
                                                 Translation            Monetary          holders'
Description                                       Adjustment              Assets           Equity

Consolidated Balances at December 31, 1999    Ps.(1,149,734)    Ps.  (2,721,187)   Ps. 5,186,366
Transfer of income of prior year                                                               -
Dividends paid                                                                          (260,348)
Initial effect of deferred income taxes                                                 (757,720)
Comprehensive income                                (72,179)            (38,824)        1,247,315
Consolidated Balances at December 31, 2000    Ps.(1,221,913)    Ps.  (2,760,011)   Ps.  5,415,613
Transfer of income of prior year                                                                -
 Dividends paid                                                                         (318,781)
Comprehensive income                                 719,556           (338,719)        2,583,171
Consolidated Balances at December 31, 2001    Ps.  (502,357)    Ps.  (3,098,730)   Ps.  7,680,003
Transfer of income of prior year                                                                -
Dividends paid                                                                          (584,978)
Comprehensive income                               (455,349)            (80,017)        2,028,852
Consolidated Balances at December 31, 2002    Ps.  (957,706)    Ps.  (3,178,747)   Ps.  9,123,877


</TABLE>

The accompanying notes are an integral part of these consolidated statements of
changes in stockholders' equity.


<PAGE>


Coca-Cola FEMSA, S.A. de C.V. and Subsidiaries
Notes to the Consolidated Financial Statements
For the years ended December 31, 2002, 2001 and 2000.
Amounts expressed in thousands of U.S. Dollars ($) and constant Mexican
Pesos (Ps.) as of December 31, 2002.


Note 1.   Activities of the Company

Coca-Cola FEMSA, S.A. de C.V. ("Coca-Cola FEMSA") is a Mexican corporation whose
main activity is the acquisition, holding and transferring of all types of
bonds, capital stock, shares and marketable securities.

Coca-Cola FEMSA is an association between Fomento Economico Mexicano, S.A de
C.V. (FEMSA), which indirectly owns 51% of the capital stock, and The Coca-Cola
Company that indirectly owns 30% of the capital stock. The remaining 19% of the
shares are quoted on the Bolsa Mexicana de Valores, S.A. de C.V. (BMV: KOFL) and
the New York Stock Exchange, Inc. (NYSE: KOF).

Coca-Cola FEMSA and its subsidiaries ("the Company"), as an economic unit, are
engaged in the production, distribution and marketing of certain Coca-Cola
trademark beverages in two territories in Mexico and one territory in Argentina.
The Valley of Mexico territory includes all of Mexico City and a substantial
portion of the state of Mexico. The Southeastern Mexican territory covers the
states of Tabasco, Chiapas and contiguous portions of the state of Oaxaca and
the southern portion of the state of Veracruz. The Argentine territory includes
Buenos Aires City and a substantial portion of the Gran Buenos Aires area.

On November 5, 2001, the Company entered into a franchise agreement with FEMSA
for the production, distribution and sale of the Mundet brand beverages
throughout the territories where the Company operates.

On December 23, 2002, Coca-Cola FEMSA reached a definitive agreement to acquire
Panamerican Beverages, Inc. ("Panamco") in a transaction valued at $3.6 billion,
including assumption of $880 million in estimated net debt as of December 31,
2002. The transaction has been approved by the Boards of Directors of both
companies. However, there can be no assurances that this transaction will be
completed, and consummation of this business combination is subject to several
significant conditions, such as the approval by the shareholders of Panamco,
customary regulatory approvals, the securing of financing for the transaction,
the maintenance of specified credit ratings by Coca-Cola FEMSA, and other
customary closing conditions. The transaction will be financed with $2.05
billion of new indebtedness for which Coca-Cola FEMSA has obtained formal
commitments from JP Morgan Chase and Morgan Stanley, equity contributions from
FEMSA and The Coca-Cola Company, and cash on hand. These funds will also be used
to refinance approximately $464 million of Panamco's existing indebtedness.

Note 2.   Basis of Presentation

The consolidated financial statements of the Company are prepared in accordance
with accounting principles generally accepted in Mexico ("Mexican GAAP"), which
differ in certain significant respects from accounting principles generally
accepted in the United States of America ("US GAAP") as further explained in
Note 22. A reconciliation from Mexican GAAP to US GAAP is included in Note 23.

The consolidated financial statements are stated in thousands of Mexican pesos
("Ps"). The translations of Mexican pesos into US dollars ("$") are included
solely for the convenience of the reader, using the exchange rate as of December
31, 2002 of Ps. 10.459 Mexican pesos to one US dollar. Such convenience
translations should not be construed as representations that the Mexican peso
accounts have been, could have been, or could in the future be, converted into
US dollars at this or any other exchange rate.

The consolidated financial statements include the financial statements of
Coca-Cola FEMSA and those of all companies in which it owns directly a majority
of the outstanding capital stock and/or exercises control. All intercompany
balances and transactions have been eliminated in such consolidation.

The subsidiaries of Coca-Cola FEMSA are:

Valley of Mexico:
--------------------------------------------------------------------------------
Propimex, S.A. de C.V.
Refrescos y Aguas Minerales, S.A. de C.V.
Administracion y Asesoria Integral, S.A. de C.V.

Southeast of Mexico:
--------------------------------------------------------------------------------
Inmuebles del Golfo, S.A. de C.V.

Argentina:
--------------------------------------------------------------------------------
Coca-Cola FEMSA de Buenos Aires S.A.



Note 3.   Foreign Subsidiary Incorporation

The accounting records of the foreign subsidiaries are maintained in the
currency of the country where they are located.

The financial statements of the foreign subsidiaries are restated to the
purchasing power of the local currency at the end of the year applying the
inflation rate of the country of origin and are subsequently translated into
Mexican pesos using the year-end exchange rate for their inclusion in the
consolidated financial statements.

The variation in a net investment in foreign subsidiaries generated by exchange
rate fluctuations is included in the cumulative translation adjustment and is
recorded directly in stockholders' equity.

The foreign exchange gain or loss generated from the financing obtained to
acquire foreign subsidiaries, net of the related tax effect, is included in the
cumulative translation adjustment, since the net investment in the foreign
subsidiary is considered to be an economic hedge of such debt. Although, if the
financing obtained is higher than the investment made to acquire the foreign
subsidiary, the foreign exchange gain or loss of the difference between that
financing and the economic hedge is recorded in the results of the year.

The gain or loss on monetary position resulting from the financing designated to
an economic hedge is computed using the inflation rate of the country in which
the acquired subsidiary is located, because it is considered an integral part of
the investment in such subsidiary, and is included in the integral result of
financing.

The goodwill resulting from the acquisition of foreign subsidiaries is
maintained in the functional currency of the foreign subsidiary, since such
investment will be recovered in such currency, and is restated applying the
inflation factor of the country of origin and using the year-end exchange rate.

In December 2001, the Argentine government adopted a series of economic
measures, the most important of which consisted of restrictions on cash
withdrawals and foreign exchange transactions. On January 6, 2002, the Argentine
government published the Economic Emergency Law that will be in effect through
December 10, 2003. This law grants powers to the government to establish the
system that will determine the exchange rate of the Argentine peso with respect
to foreign currencies and to establish foreign exchange regulations.

Due to the instability of the Argentine economy and the devaluation of the
Argentine peso, the Company has recognized a loss in the value of its investment
in Coca-Cola FEMSA de Buenos Aires, S.A. ("Coca-Cola FEMSA de Buenos Aires"). As
of December 31, 2002, this situation continues, and the losses accumulated in
stockholders' equity generated by the Argentine peso devaluation amount to Ps.
1,538,745.

Additionally, as a result of the continuing difficult economic situation in
Argentina, the uncertainty with respect to the period of recovery and the
instability of the exchange rate, on July 1, 2002 the Company determined the
value of Coca-Cola FEMSA de Buenos Aires based on price market value multiples
of comparable businesses resulting in the recognition of an impairment of
goodwill generated by the acquisition in the amount of Ps. 401,823, which was
recognized in other expenses in the results of the year.

As a result, the net investment in Coca-Cola FEMSA de Buenos Aires is no longer
considered to be an economic hedge of the liabilities denominated in US dollars
incurred to acquire Coca-Cola FEMSA de Buenos Aires.


Note 4.   Significant Accounting Policies

The Company's accounting policies are in accordance with Mexican GAAP, which
require that the Company's management make certain estimates and use certain
assumptions to determine the valuation of various items included in the
consolidated financial statements.

The Company's management believes that the estimates and assumptions used were
appropriate as of the date of these consolidated financial statements.

The significant accounting policies are as follows:

a)   Recognition of the Effects of Inflation:
     The recognition of the effects of inflation in the financial information
     consists of:

     o    Restating nonmonetary assets such as inventories and fixed assets,
          including related costs and expenses when such assets are consumed or
          depreciated.

     o    Restating capital stock, additional paid-in capital and retained
          earnings by the amount necessary to maintain the purchasing power
          equivalent in Mexican pesos on the dates such capital was contributed
          or income was generated through the use of factors derived from the
          National Consumer Price Index ("NCPI").

     o    Including in stockholders' equity the cumulative effect of holding
          nonmonetary assets, which is the net difference between changes in the
          replacement cost of nonmonetary assets and adjustments based upon NCPI
          factors.

     The Company restates its consolidated financial statements in terms of the
     purchasing power of the Mexican peso as of the dated of the most recent
     balance sheet presented by using NCPI factors for Mexican subsidiaries, and
     by using for foreign subsidiaries the inflation rate plus the latest
     year-end exchange rate of the country in which the foreign subsidiary is
     located.

     The Company restates its income statement using NCPI factors determined
     from the month in which the transaction occurred to the most recent balance
     sheet date.

     Financial information for the Mexican subsidiaries for prior years was
     restated using NCPI factors. Financial information for foreign subsidiaries
     and affiliated companies included in the consolidated financial statements
     was restated using the inflation rate of the country in which the foreign
     subsidiary or affiliated company is located and then translated at the
     year-end exchange rate of the Mexican peso (see Note 3).

     Accordingly, the amounts presented are comparable with each other and with
     the preceding years since all are expressed in the purchasing power of the
     respective currencies as of the end of the latest year presented.

b)   Cash and Cash Equivalents:

     Cash consists of non-interest bearing bank deposits. Cash equivalents
     consist principally of short-term bank deposits and fixed-rate investments
     with banks and brokerage houses valued at quoted market prices.

c)   Inventories and Cost of Sales:
     The value of inventories is adjusted to replacement cost, without exceeding
     market value. Cost of sales is determined based on replacement cost at the
     time of sale. Advances to suppliers to purchase raw materials and spare
     parts are included in the inventory account and are restated by applying
     NCPI inflation factors, considering their average age.

d)    Prepaid Expenses:

     These represent payments for services that will be received over the next
     12 months. Prepaid expenses are recorded at historical cost and are
     recognized in the income statement in the month in which the services or
     benefits are received. Prepaid expenses are principally represented by
     advertising, leasing and promotional expenses.

     Advertising costs consist of television and radio advertising airtime paid
     in advance, which are generally amortized over a 12-month period based on
     the transmission of the television and radio spots. The related production
     costs are recognized in the results of operations the first time the
     advertising takes place.

     Promotional costs are expensed as incurred, except for those promotional
     costs related to the launching of new products or presentations. Those
     costs are recorded as prepaid expenses and amortized over the year, during
     which they are estimated to increase sales of the related products or
     presentations to normal operating levels, which is generally one year (see
     Note 7).

e)   Property, Plant and Equipment:
     Are initially recorded at their acquisition and/or construction cost.
     Property, plant and equipment of domestic origin, except bottles and cases
     (see Note 4 g), are restated by applying NCPI inflation factors. Imported
     equipment is restated by applying the inflation rate of the country of
     origin, and then translated at the year-end exchange rate.

     Depreciation of property, plant and equipment is computed using the
     straight-line method based on the value of the assets reduced by their
     residual values. Depreciation rates are determined by the Company together
     with independent appraisers, considering the estimated remaining useful
     lives of the assets.

     The annual average depreciation rates of property, plant and equipment are
     as follows:

      ------------------------------------------------------------------------
                                                                       %
      ------------------------------------------------------------------------
      Building and construction                                      2.2
      Machinery and equipment                                        5.1
      Distribution equipment                                         7.1
      Other equipment                                               12.4
      ------------------------------------------------------------------------

     The main types of machinery and equipment include: bottling production
     lines, conveyors, packaging equipment, laboratory equipment, as well as
     storage and container equipment.

f)   Bottles and Cases:
     Bottles and cases are recorded at acquisition cost and restated to their
     replacement cost. The Company classifies bottles and cases as property,
     plant and equipment.

     Depreciation is computed only for tax purposes using the straight-line
     method at a rate of 10% per year. For financial reporting purposes,
     breakage is recorded as an expense as it is incurred. The Company estimates
     that breakage expense is similar to the depreciation calculated based on an
     estimated average useful life of approximately four years for returnable
     glass bottles, four years for returnable cases and one year for returnable
     plastic bottles. For the years ended December 31, 2002, 2001 and 2000,
     breakage expense amounted to Ps. 192,074, Ps. 198,837 and Ps. 279,059,
     respectively. Bottles and cases in circulation, which have been placed in
     the hands of customers, are presented net of deposits received from
     customers, and the difference between the cost of these assets and the
     deposits received is amortized according to their useful lives.

g)   Investments in Shares:

     The investments in shares of affiliated companies are initially recorded at
     their acquisition cost and subsequently valued using the equity method.
     Investments in affiliated companies in which the Company does not have
     significant influence are recorded at cost and restated based upon NCPI
     factors.

h)   Deferred Charges:

     Represent payments whose benefits will be received in future year. These
     consist principally of:

     o    Investment in refrigerators, which are placed in the market to
          showcase and promote the Company's products. These are amortized over
          their estimated useful life of three years. The amortization for the
          years ended December 31, 2002, 2001 and 2000 recognized in selling
          expenses amounted to Ps. 160,746, Ps. 109,673 and Ps. 126,490,
          respectively.

     o    Agreements with customers for the right to sell and promote the
          Company's products during certain periods of time, which are being
          considered as monetary assets and amortized in accordance with the
          timing of the receipt by the Company of such benefits, the average
          term of which is of five years. The amortization for the years ended
          December 31, 2002, 2001 and 2000 recognized in selling expenses
          amounted to Ps. 20,135, Ps. 25,083 and Ps. 26,224, respectively.

     o    Leasehold improvements, which are restated by applying NCPI factors,
          considering their average age, are amortized using the straight-line
          method over the term in which the benefits are expected to be
          received.

i)   Goodwill:

     Represents the difference between the price paid and the book value of the
     shares and / or assets acquired, which is substantially equal to the fair
     value of such assets. Goodwill is amortized over a period of no more than
     20 years. Goodwill is recorded in the functional currency of the subsidiary
     in which the investment was made and is restated by applying the inflation
     rate of the country of origin and the year-end exchange rate.

j)   Payments from The Coca-Cola Company:

     The Coca-Cola Company participates in the advertising and promotional
     programs of the Company. The resources received for advertising and
     promotional incentives are included as a reduction of selling expenses. The
     net expenses incurred were Ps. 714,840, Ps. 692,619 and Ps. 707,252, during
     the years ended December 31, 2002, 2001 and 2000, respectively.

     In addition, The Coca-Cola Company has made payments in connection with
     Coca-Cola FEMSA's refrigeration equipment investment program. These
     resources are related to the increase in volume sales of Coca-Cola products
     that result from such expenditures and will be reimbursed if the
     established conditions in the contracts are not met. The refrigeration
     equipment is recorded in "Deferred Charges" net of the participation of The
     Coca-Cola Company.

k)   Labor Liabilities:
     Labor liabilities include obligations for pension and retirement plan and
     seniority premiums based on actuarial calculations by independent
     actuaries, using the projected unit credit method. These liabilities are
     considered to be nonmonetary, and are restated using NCPI factors, with
     such restatement presented in stockholders' equity. The increase in labor
     liabilities of the year is charged to expense in the income statement (see
     Note 13).

     The unamortized prior service costs of the pension and retirement plan, and
     seniority premium are recorded as expenses in the income statement, and are
     amortized over the estimated 14-year period during which the employees will
     receive the benefits of the plan, beginning in 1996.

     The subsidiaries of the Company (except Coca-Cola FEMSA de Buenos Aires)
     have established funds for the payment of pension benefits through
     irrevocable trusts with the employees as beneficiaries.

     Severance indemnities are charged to expenses on the date that they are
     incurred. The severance payments resulting from the Company's reduction of
     personnel, as a result of the restructuring of certain areas, are included
     in other expenses, net. During the years ended December 31, 2002, 2001 and
     2000, these amounted to Ps. 63,175, Ps. 25,992 and Ps. 32,170,
     respectively.

l)   Revenue Recognition and Operating Costs and Expenses:
     Revenue is recognized upon shipment of goods to customers or upon delivery
     to the customer and the customer has taken ownership of the goods. Net
     sales reflect units delivered at selling list prices reduced by promotion
     allowances and discounts. The Company's revenue transactions with discounts
     from regular prices are very limited. Therefore, no allowance for sales
     discounts is recorded.

     Cost of sales includes expenses related to raw materials used in the
     production process, including but not limited to the following:
     concentrate, sweeteners, cans, glass and plastic nonreturnable bottles,
     crowns and plastic caps, as well as related inbound freight costs. Cost of
     sales also includes labor (wages and other benefits), depreciation of
     production facilities and equipment and other costs including fuel,
     electricity, breakage of returnable bottles in the production process,
     equipment maintenance, inspection, and inter and intra- plant transfer
     costs.

     Administrative expenses include labor costs (salaries and other benefits)
     for employees not directly involved in the sale of the Company's products,
     professional services fees, depreciation of offices facilities and
     amortization of capitalized software costs.

     Selling expenses include:

     o    Distribution: labor costs (salaries and other benefits), outbound
          freight costs, warehousing costs of finished products, breakage for
          returnable bottles in the distribution process, depreciation and
          maintenance of trucks and other distribution facilities and equipment.
          During the years ended December 31, 2002, 2001 and 2000, these
          distribution costs amounted to Ps. 1,990,751, Ps. 2,112,767 and Ps.
          2,186,291, respectively.

     o    Sales: labor costs (salaries and other benefits) and sales commission
          paid to sales personnel.

     o    Marketing: labor costs (salaries and other benefits), promotions and
          advertising costs.


m)   Income Tax, Tax on Assets and Employee Profit Sharing:
     The Company determines and records its income tax ("ISR"), tax on assets
     ("IMPAC") and employee profit sharing ("PTU") in accordance with the tax
     legislation and revised Bulletin D-4, "Tratamiento Contable del Impuesto
     Sobre la Renta, del Impuesto al Activo y la Participacion de los
     Trabajadores en las Utilidades" (Accounting for Income Tax, Tax on Assets
     and Employee Profit Sharing), which requires that deferred tax assets and
     liabilities be recorded for all temporary differences between the
     accounting and tax bases of assets and liabilities.

     The balance of deferred income tax and deferred tax on assets is determined
     using the liability method, which takes into account all temporary
     differences between the accounting and tax bases of assets and liabilities.
     Deferred employee profit sharing is calculated considering only those
     temporary differences that arise from the reconciliation between the
     accounting income for the year and the bases for employee profit sharing,
     that are expected to generate a benefit or liability.

     The balance of deferred taxes is comprised of monetary and nonmonetary
     items, based on the temporary differences from which it is derived.
     Deferred taxes are classified as a long-term asset or liability, regardless
     of when the temporary differences are expected to reverse.

     The deferred tax provision for the year to be included in the results of
     operations is determined by comparing the deferred tax balance at end of
     the year to the balance at the beginning of the year, excluding from both
     balances any temporary differences that are recorded directly in
     stockholders' equity. The deferred taxes related to such temporary
     differences are recorded in the same stockholders' equity account. The
     initial effect of the application of this new bulletin as of January 1,
     2000 was recorded in retained earnings (see Note 19 d).

     Each subsidiary determines and records its taxes as if it had filed
     separately based on the tax incurred during the year, in accordance with
     tax legislation. Therefore, the income tax provision reflected in the
     consolidated financial statements represents the sum of the provision for
     the subsidiaries and Coca-Cola FEMSA.

     FEMSA has received authorization from the Secretaria de Hacienda y Credito
     Publico ("SHCP") to prepare its income tax and tax on asset returns on a
     consolidated basis, which includes the proportional taxable income or loss
     of its Mexican subsidiaries, which is 60% of the stockholders'
     participation.

n)   Integral Cost of Financing:
     The integral cost of financing includes:

     Interest:
     Interest income and expenses are recorded when earned or incurred,
     respectively.

     Foreign Exchange Gains and Losses:
     Transactions in foreign currency are recorded in Mexican pesos using the
     exchange rate applicable on the date they occur. Assets and liabilities in
     foreign currencies are adjusted to the year-end exchange rate, recording
     the resulting foreign exchange gain or loss directly in the income
     statement, except for the foreign exchange gain or loss from financing
     obtained for the acquisition of foreign subsidiaries (see Note 3).

     Gain (Loss) on Monetary Position:
     This is the result of the effects of inflation on monetary items. The gain
     (loss) on monetary position for Mexican subsidiaries is computed by
     applying NCPI factors to the net monetary position at the beginning of each
     month, excluding the financing contracted for the acquisition of foreign
     companies (see Note 3).

     The gain (loss) on monetary position of foreign subsidiaries is computed by
     applying the monthly inflation rate of the country in which such subsidiary
     is located to the net monetary position at the beginning of each month,
     expressed in such country's local currency, then translating the monthly
     results into Mexican pesos using the year-end exchange rate, except as
     mentioned in Note 3.

o)   Financial Instruments:
     The Company contracts financial instruments to manage the financial risks
     associated with its operations. If the instrument is used to manage the
     risk related with the Company's operations, the effect is recorded in cost
     of sales and in operating expenses, interest expense or in the foreign
     exchange loss (gain), depending on the related contract.

     Prior to 2001, the Company recorded in the result of the year the effect of
     financial instruments at their maturity date except for foreign exchange
     options, for which the premium paid was amortized throughout the life of
     the contract.

     Beginning in January 2001, Bulletin C-2, "Instrumentos Financieros"
     (Financial Instruments), went into effect, which requires an enterprise to
     record all financial instruments in the balance sheet as assets or
     liabilities. The bulletin requires that financial instruments entered into
     for hedging purposes be valued using the same valuation criteria applied to
     the hedged asset or liability.

     Additionally, financial instruments entered into for purposes other than
     hedging the operations of the Company should be valued at fair market
     value. The difference between the financial instrument's initial value and
     fair market value should be recorded in the income statement at the end of
     the year. The initial effect of this bulletin is included in net income of
     2001, net of taxes, as a change in accounting principle, which amount to
     Ps. 28,972.

p)   Cumulative Result of Holding Nonmonetary Assets:
     This represents the sum of the differences between book values and
     restatement values, as determined by applying NCPI factors to nonmonetary
     assets such as inventories and fixed assets, and their effect on the income
     statement when the assets are consumed or depreciated.

q)   Comprehensive Income:
     Comprehensive income is comprised of the net income and other comprehensive
     income items such as the translation adjustment and the result of holding
     nonmonetary assets and is presented in the consolidated statement of
     changes in stockholders' equity.

r)   Valuation of Goodwill and Long-Lived Assets:
     The Company reviews the carrying value of its goodwill and long-lived
     assets for impairment whenever events or changes in circumstances indicate
     that the carrying amount of an asset may not be recoverable. In order to
     determine whether an impairment exists, management compares estimated
     future cash flows to be generated by those assets with their carrying
     value. If such assets are considered to be impaired, the impairment charge
     to be recognized in net income is measured by the amount by which the
     carrying amount exceeds their fair value.


Note 5.   Other Accounts Receivable.

-------------------------------------------------------------------------------
                                                         2002             2001
-------------------------------------------------------------------------------
The Coca-Cola Company                       Ps.       113,753     Ps.    140,186
Alpla, S.A. de C.V.                                    41,787            141,782
Arteva, S.A. de C.V.                                    2,249              9,053
Advances to employees                                  11,517                  -
Insurance claims                                        3,066              4,412
Loans to employees                                        186              4,616
Guarantee deposits                                      4,788              3,049
Other                                                  25,068             24,569
--------------------------------------------------------------------------------
                                            Ps.       202,414     Ps.    327,667
--------------------------------------------------------------------------------

The changes in the allowance for doubtful accounts are as follows:

-------------------------------------------------------------------------------
                                                      2002                2001
-------------------------------------------------------------------------------
Balance at the beginning of the year        Ps.                  Ps.    13,932
                                                     9,380
Provision for the year                               18,074              19,650
Write-offs                                          (14,849)            (23,458)
Restatement of initial balance                       (1,580)               (744)
-------------------------------------------------------------------------------
Balance at the end of the year              Ps.     11,025       Ps.      9,380
-------------------------------------------------------------------------------


Note 6.   Inventories.

-------------------------------------------------------------------------------
                                                       2002               2001
-------------------------------------------------------------------------------
Finished products                           Ps.     205,909      Ps.   192,825
Raw materials                                       240,640            251,047
Spare parts                                          76,804             80,216
Advances to suppliers                               217,782             45,897
Work-in-process                                       1,294                898
Advertising and promotional materials                 4,357              5,642
-------------------------------------------------------------------------------
                                            Ps.     746,786      Ps.   576,525
-------------------------------------------------------------------------------


Note 7.   Prepaid Expenses.

--------------------------------------------------------------------------------
                                                       2002                2001
-------------------------------------------------------------------------------
Advertising                                 Ps.      48,612      Ps.     14,869
Insurance                                             1,964               3,081
Other                                                20,418              10,428
--------------------------------------------------------------------------------
                                            Ps.      70,994      Ps.     28,378
--------------------------------------------------------------------------------

    The advertising and promotional expenses recorded in the income statement
    for the years ended December 31, 2002, 2001 and 2000 are as follows:

<TABLE>
--------------------------------------------------------------------------------------------------
                                                     2002                2001                2000
--------------------------------------------------------------------------------------------------
<S>                                               <C>                 <C>                 <C>
Advertising                                       490,927     Ps.     497,071      Ps.    616,584
Promotional expenses                              121,498             104,751             114,099
--------------------------------------------------------------------------------------------------


Note 8.   Investments in Shares.

---------------------------------------------------------------------------------------------------
Company                                      Ownership                    2002                2001
---------------------------------------------------------------------------------------------------
Coca-Cola FEMSA:
    Industria Envasadora de
    Queretaro, S.A. de C.V. ("IEQSA")       19.60%             Ps.      67,643      Ps.     62,313
Coca-Cola FEMSA de Buenos Aires:
    Complejo Industrial Can, S.A. ("CICAN") 48.10%                      46,417              63,923
Other                                       Various                      1,881               1,808
---------------------------------------------------------------------------------------------------
                                                               Ps.     115,941      Ps.    128,044
---------------------------------------------------------------------------------------------------
</TABLE>


Note 9.   Property, Plant and Equipment.

--------------------------------------------------------------------------------
                                                       2002                2001
--------------------------------------------------------------------------------
Land                                      Ps.       771,104  Ps.        757,171
Buildings                                         2,469,411           2,355,133
Machinery and equipment                           6,196,478           5,645,105
Accumulated depreciation                        (3,112,760)         (2,637,529)
Construction in progress                            360,655             305,520
Bottles and cases                                   284,218             212,308
--------------------------------------------------------------------------------
                                          Ps.     6,969,106  Ps.      6,637,708
--------------------------------------------------------------------------------

The Company has identified fixed assets consisting mainly of land, buildings and
equipment for disposal, in accordance with an approved program for the disposal
of certain investments, which at December 31, 2001 amounted to Ps. 25,225
(nominal value). Such assets are not in use and have been valued at their
estimated realizable value, according to independent appraisals. Those fixed
assets recorded at their estimated realizable value are considered monetary
assets on which a loss on monetary position is computed and recorded in the
results of operations.


Note 10.   Deferred Charges.

--------------------------------------------------------------------------------
                                                       2002                2001
--------------------------------------------------------------------------------
Refrigeration equipment                   Ps.       385,736  Ps.        305,496
Leasehold improvements                               27,741              66,260
Intangible labor asset (see Note 13)                 12,620              10,035
Bonus program (see Note 14)                               -               2,902
Yankee bond                                          23,236              29,634
Agreements with customers                            72,293              67,190
Pallets                                              55,327              35,678
Deferred acquisition costs                          261,477                   -
Other                                                     -              10,139
--------------------------------------------------------------------------------
                                          Ps.       838,430  Ps.        527,334
--------------------------------------------------------------------------------


Note 11.   Balances and Transactions with Related Parties and Associated
           Companies.

The consolidated balance sheet and income statement include the following
balances and transactions with related parties and affiliated companies:

a)  FEMSA and Subsidiaries:
<TABLE>

-------------------------------------------------------------------------------------------------------
Balance Sheet                                                                    2002             2001
-------------------------------------------------------------------------------------------------------
<S>                                            <C>                  <C>                 <C>
 Assets (accounts receivable)                                         Ps.       18,670   Ps.     19,341
Liabilities (suppliers and other liabilities)                                 200,162          116,923
-------------------------------------------------------------------------------------------------------

-------------------------------------------------------------------------------------------------------
Income Statement                                            2002                 2001              2000
-------------------------------------------------------------------------------------------------------
   Sales and other revenues                   Ps.       139,928     Ps.      118,420   Ps.      87,985
    Purchases of inventories                             825,957              550,848           616,325
    Operating expenses                                   660,378              626,913           673,651
-------------------------------------------------------------------------------------------------------
 b)  The Coca-Cola Company:
-------------------------------------------------------------------------------------------------------
Balance Sheet                                                                   2002               2001
-------------------------------------------------------------------------------------------------------
Assets (accounts receivable)                                         Ps.     113,753    Ps.     140,186
Liabilities (suppliers and other liabilities)                                312,329            152,904
-------------------------------------------------------------------------------------------------------

-------------------------------------------------------------------------------------------------------
Income Statement                                            2002                2001               2000
-------------------------------------------------------------------------------------------------------
    Purchases of concentrate                   Ps      2,558,521     Ps.   2,643,392    Ps.   2,586,255
    Interest expense                                      14,726              23,248             28,604
-------------------------------------------------------------------------------------------------------
</TABLE>

 c)  Other associated companies:

     For the years ended December 31, 2002, 2001 and 2000, the Company's
     subsidiaries received services from other companies in which stockholders
     of the Company have and equity interest.

<TABLE>

--------------------------------------------------------------------------------------------------------
Interest:                                                 2002                 2001                 2000
--------------------------------------------------------------------------------------------------------
<S>                                           <C>                    <C>                <C>
    Expense                                   Ps.             -      Ps.         -      Ps.         33
    Income                                               63,408             62,701              15,827
--------------------------------------------------------------------------------------------------------

--------------------------------------------------------------------------------------------------------
Purchases of canned products from:                         2002                 2001                2000
--------------------------------------------------------------------------------------------------------
    IEQSA                                     Ps.       171,802      Ps.     429,945    Ps.      220,004
    CICAN                                                62,885              122,003             133,100
--------------------------------------------------------------------------------------------------------
</TABLE>



Note 12.   Balances and Transactions in Foreign Currency.

Assets, liabilities and transactions denominated in a foreign currency other
than the functional currency of the reporting unit, translated into U.S.
dollars, are as follows:

<TABLE>

    -------------------------------------------------------------------------------------------------------------------
                                                                           Thousands of U.S. Dollars
                                                         --------------------------------------------------------------
                                           Applicable
                                          Exchange Rate
    Balances:                                  (1)               Short-Term             Long-Term                Total
    -------------------------------------------------------------------------------------------------------------------
<S>                                              <C>         <C>                   <C>                 <C>
    December 31, 2002:       Assets               10.459      $       320,660       $             -     $      320,660
                             Liabilities                                7,763               303,070            310,833

    December 31, 2001:       Assets                 9.18      $       182,935       $             -     $      182,935
                             Liabilities                                7,772               303,959            311,731
    -------------------------------------------------------------------------------------------------------------------
(1)      Mexican pesos per U.S. dollar.

    -------------------------------------------------------------------------------------------------------------------
    Income Statement                                                             Thousands of U.S. Dollars
    -------------------------------------------------------------------------------------------------------------------
                                                                         2002                  2001               2000
    -------------------------------------------------------------------------------------------------------------------
        Interest income                                       $         2,931       $         2,333   $            208
        Interest expenses and commissions                              28,043                28,809             28,428
    -------------------------------------------------------------------------------------------------------------------
                                                              $      (25,112)       $      (26,476)   $       (28,220)
    -------------------------------------------------------------------------------------------------------------------
</TABLE>

As of January 21, 2003, the issue date of these consolidated financial
statements, the exchange rate was 10.696 Mexican pesos per one U.S. dollar, and
the foreign currency position was similar to that at December 31, 2002.


Note 13.   Labor Liabilities.

The actuarial calculations for the Mexican subsidiaries' pension and retirement
plan and seniority premiums and the cost for the year were determined using the
following long-term assumptions:

    --------------------------------------------------------------------
                                                       Real Rates
    --------------------------------------------------------------------
       Annual discount rate                                 6.00 %
       Salary increase                                      2.00 %
       Return on assets                                     6.00 %
    --------------------------------------------------------------------

In June 2001 the Company decreased the projected service obligation derived from
a change in the actuarial calculations motivated by a confirmation received from
the Mexican Social Security Institute ("IMSS") regarding the interpretation of
Article 28 of the Social Security Law in effect in July 1997, in which the IMSS
increased the pensions to those insured for disability, old age, and discharge
due to aging.

The balances of the liabilities and the trust assets, as well as the expenses
for the year are as follows:
<TABLE>

--------------------------------------------------------------------------------------------------------------------
Pension and retirement plans:                                                               2002               2001
--------------------------------------------------------------------------------------------------------------------
<S>                                                        <C>                   <C>                  <C>
    Vested benefit obligation                                                   Ps.       56,721      Ps.    63,208
    Non-vested benefit obligation                                                         90,010             48,032
--------------------------------------------------------------------------------------------------------------------
    Accumulated benefit obligation                                                       146,731            111,240
    Excess of projected benefit obligation over accumulated benefit
    obligation                                                                            26,196             15,701
--------------------------------------------------------------------------------------------------------------------
    Projected benefit obligation                                                         172,927            126,941
    Plan assets at fair value                                                           (35,326)           (40,237)
--------------------------------------------------------------------------------------------------------------------
    Unfunded projected benefit obligation                                                137,601             86,704
    Unrecognized net transition obligation services                                     (14,258)            (1,117)
    Unrecognized actuarial net gain                                                       39,580             69,039
--------------------------------------------------------------------------------------------------------------------
    Total                                                                       Ps.      162,923      Ps.   154,626
--------------------------------------------------------------------------------------------------------------------


--------------------------------------------------------------------------------------------------------------------
Seniority premiums:                                                                         2002                2001
--------------------------------------------------------------------------------------------------------------------
    Vested benefit obligation                                                   Ps.        5,133      Ps.     5,380
    Non-vested benefit obligation                                                         15,897             13,313
--------------------------------------------------------------------------------------------------------------------
    Accumulated benefit obligation                                                        21,030             18,693
    Excess of projected benefit obligation over accumulated benefit
        obligation                                                                         1,936              1,756
--------------------------------------------------------------------------------------------------------------------
    Projected benefit obligation                                                          22,966             20,449
    Unrecognized net transition obligation services                                      (2,201)             (2,334)
    Unrecognized net loss                                                               (12,194)             (9,026)
--------------------------------------------------------------------------------------------------------------------
                                                                                           8,571               9,089
    Additional labor liability                                                            12,620              10,035
--------------------------------------------------------------------------------------------------------------------
    Total                                                                       Ps.       21,191      Ps.     19,124
--------------------------------------------------------------------------------------------------------------------
Total Labor Liabilities                                                         Ps.      184,114      Ps.    173,750
--------------------------------------------------------------------------------------------------------------------


                                                         -----------------------------------------------------------
Expense for the Year:                                                  2002                  2001               2000
--------------------------------------------------------------------------------------------------------------------
Pension and retirement plan                                Ps.       11,907      Ps.       11,132     Ps.     22,929
Seniority premiums                                                    5,218                 4,996              5,276
--------------------------------------------------------------------------------------------------------------------
                                                           Ps.       17,125      Ps.       16,128     Ps.     28,205
--------------------------------------------------------------------------------------------------------------------
</TABLE>

The accumulated actuarial gains and losses were generated by the differences in
the assumptions used for the actuarial calculations at the beginning of the year
versus the real behavior of those variables at the end of the year.

At December 31, 2002 and 2001, the projected benefit obligation in some
subsidiaries was less than the accumulated benefit obligation reduced by the
amount of the plan assets at fair value, resulting in an additional liability,
which is recorded as an intangible asset included in "Deferred charges, net"
(see Note 10).

The trust assets consist of fixed income and variable funds, valued at market.
The contribution to the pension plan trust by certain subsidiaries amounted to
Ps. 100 (nominal value) at December 31, 2001.

The integral cost of financing includes the interest cost related to labor
liabilities, net of the return on plan assets. This amounted to Ps. 5,286, Ps.
5,285 and Ps. 9,667 for the years ended December 31, 2002, 2001 and 2000,
respectively.


Note 14.   Bonus Program.

Certain subsidiaries of the Company have implemented a bonus program for the
benefit of certain executive officers of such subsidiaries. Under the terms of
this program approved in April 1997, the executive officers were to be entitled
on the fifth anniversary of the program to a cash payment of a special bonus
based on the officer's salary and the amount of the increase in real terms in
the market value of FEMSA and Coca-Cola FEMSA shares, during the preceding five
years, provided that no payments would be made unless the market value of FEMSA
and Coca-Cola FEMSA shares (equal parts) have at least doubled in real terms by
such fifth anniversary. In March 2002, the Company amended certain terms of the
program and extended the program by one year. As a result, the program will not
expire until March 2003.

The Company hedged its potential obligation under the bonus program by investing
in cash-settled options related to FEMSA shares, and such purchased options were
deposited in a trust. The cost of the purchased options has been recorded in
other assets, net and was amortized over the original five-year term of the
options. As of December 31, 2002, the amount has been completely amortized, and
as of December 31, 2001 the unamortized cost amounted to Ps. 2,902 (see Note
10).

The purchased options are "marked to market", and any income derived therefore
is recorded only to the extent that such income exceeds the potential
compensation as a function of the special bonuses that would be due based on the
stock price at the end of each reporting year. As of the date of these financial
statements, no income has been recorded.

Additionally, in 1999 the Company instituted a new compensation plan for certain
key executives, which consists of granting them an annual bonus based on each
executive's responsibilities within the organization and the executives'
performance during the previous year, which is accrued over a period of five
years beginning in 1999. The annual bonus is recorded in the results of
operations of the year.

For each key executive, on an annual basis, the net after-tax amount will be
irrevocably transferred in kind to a trust, which through the instructions of a
technical committee can:

o    Acquire stock of FEMSA or any of Fits subsidiaries that are listed on the
     Mexican stock exchange or certificates of deposit that represent shares
     listed in the NYSE, and/or

o    Acquire purchase options of the stock mentioned above.

The executives will have access to the assigned stock or options in 20%
increments in each of the five years following the granting of the bonus.


Note 15.   Bank Loans.

Long-term bank loans and notes payable of the Company are as follows
(denominated in U.S.  dollars,  unless otherwise indicated):
<TABLE>

----------------------------------------------------------------------------------------------
Bank                                     Interest Rate                2002               2001
----------------------------------------------------------------------------------------------
<S>                                          <C>          <C>                <C>
Fixed interest rate:
  Yankee Bond                                8.95%       Ps.     2,091,800    Ps.   1,940,652
  Private placement with Citibank, N.A.      9.40%               1,045,900            970,326
  GE Capital Leasing                         9.44%                  36,908             40,777
----------------------------------------------------------------------------------------------
                                                                 3,174,608          2,951,755
----------------------------------------------------------------------------------------------
Various                                    Libor + 2%                4,496             11,036
----------------------------------------------------------------------------------------------
Current maturities of long-term debt                               (9,294)           (13,400)
----------------------------------------------------------------------------------------------
                                                         Ps.     3,169,810    Ps.   2,949,391
----------------------------------------------------------------------------------------------
</TABLE>

As of December 31, 2002 and 2001 the Libor rate was 1.38% and 1.88%,
respectively.

Maturities of long-term bank loans as of December 31, 2002 are as follows:

      ---------------------------------------------------------------
      2004                                           Ps.   1,055,194
      2005                                                     7,047
      2006                                                 2,098,846
      2007                                                     6,961
      2008                                                     1,762
      ---------------------------------------------------------------
                                                    Ps.    3,169,810
      ---------------------------------------------------------------

As of December 31, 2002, the Company was in compliance with all restrictions and
covenants established in its loan agreements.


Note 16.   Fair Value of Financial Instruments.

a)   Long-term Debt:
     The fair value of long-term bank loans and syndicated loans is based on the
     discounted value of contractual cash flows. The discount rate is estimated
     using rates currently offered for debt with similar remaining maturities.
     The fair value of long-term notes payable is based on quoted market prices.

      ---------------------------------------------------------------------
                                                  2002                2001
      ---------------------------------------------------------------------
      Carrying value                  Ps.    3,179,096     Ps.   2,962,791
      Fair value                             3,600,030           3,294,218
      ---------------------------------------------------------------------

b)   Cash-Settled Options:
     The terms of accounting for the cash-settled options are described in Note
     14. The fair value was estimated based on quoted market prices to terminate
     the contracts at the reporting date.

c)   Forward Agreements to Purchase-Sell U.S. Dollars:
     At December 31, 2002 and December 31, 2001, the Company does not have any
     forward agreements to hedge its operations denominated in U.S. dollars.

     As of December 31, 2000, the Company had 35 contracts to buy and sell U.S.
     dollars for a total amount of $131,400 maturing during 2001. The agreements
     for the sale of U.S. dollars were for the same amount and mature on the
     same date as the agreements to purchase U.S. dollars. The goal was to
     manage the Company's foreign exchange risk. The Company had 10 forward
     agreements to purchase Argentine pesos for a total amount of $100,000,
     which expired during November and December 2001.


d)   Call Options:
     At December 31, 2000, the Company had contracts to purchase and sell U.S.
     dollars for a total amount of $87,600 during 2001.

e)   Commodity Price Contracts:
     On December 31, 2002 the Company signed various derivative contracts with
     different financial institutions to hedge the cost of aluminum for 2003 and
     2004. These contracts vary in nature to diversify the instruments, thereby
     minimizing the risk for the Company.

      -------------------------------------------------------------------------
         Maturity            Contract          Notional         Fair Value
           Date                Type             Amount
      -------------------------------------------------------------------------
           2003               Seagull        Ps.   23,806      Ps.   (894)
                              Swaps                53,589            (929)
      -------------------------------------------------------------------------
           2004               Swaptions            34,556          (2,381)
                              Swaps                20,189            (427)
      -------------------------------------------------------------------------


The fair value is estimated based on quoted market prices to terminate the
contracts at the reporting date. The Company does not anticipate canceling these
agreements and expects them to expire as original contracted.


Note 17.   Stockholders' Equity.

As of December 31, 2002, the capital stock of the Company is comprised of 1,425
million common shares without par value and with foreign ownership restrictions.
Fixed capital amounts to Ps. 633,250 (nominal value) and variable capital may
not exceed 10 times the minimum fixed capital stock.

The characteristics of the common shares are as follows:

     o    Series "A" and series "D" are ordinary, have unlimited voting rights,
          are subject to transfer restrictions, and at all times must represent
          a minimum of 75% of subscribed capital stock.

     o    Series "A" shares may only be acquired by Mexican individuals and may
          not represent less than 51% of the total subscribed capital stock.

     o    Series "D" shares have open subscription and cannot exceed 49% of the
          ordinary shares.

     o    Series "L" shares have limited voting and other corporate rights.

In addition, 270,750 thousand series "B" shares and 204,000 thousand series "L"
shares have been authorized and issued but not subscribed.

As of December 31, 2002, Coca-Cola FEMSA's capital stock is comprised as
follows:

--------------------------------------------------------------------------------
         Series                                                 Number of Shares
--------------------------------------------------------------------------------
           A                                                             726,750
           D                                                             427,500
           L                                                             270,750
--------------------------------------------------------------------------------
         Total                                                         1,425,000
--------------------------------------------------------------------------------

The restatement of stockholders' equity at December 31, 2002 for inflation is
allocated to each of the various stockholders' equity accounts as follows:
<TABLE>

-------------------------------------------------------------------------------------------------
                                           Historical           Restatement            Restated
                                                                                           Value
-------------------------------------------------------------------------------------------------
<S>                                           <C>                 <C>                  <C>
Capital stock                        Ps.      633,250    Ps.      1,736,310     Ps.    2,369,560
Additional paid-in capital                    305,505             1,361,625            1,667,130
Retained earnings from prior years          4,145,392             2,514,030            6,659,422
Net income for the year                     2,513,967                50,251            2,564,218
-------------------------------------------------------------------------------------------------
</TABLE>

At an ordinary stockholders' meeting held on March 11, 2002, dividends in the
amount of 0.3937 Mexican pesos per share (nominal value) were declared and
subsequently paid in May 2002.

At an ordinary stockholder meeting held on March 11, 2002, the stockholders
approved a maximum of Ps. 400,000 for a stock repurchase program.

The net income of each Mexican subsidiary is subject to a legal requirement that
5% thereof be transferred to a legal reserve until such reserve equals 20% of
capital stock. This reserve may not be distributed to stockholders during the
existence of the subsidiary, except as stock dividends. As of December 31, 2002,
the legal reserve for Coca-Cola FEMSA amounts to Ps. 126,650 (nominal value).

From 1999 until 2002, the income tax rate was 35%, allowing the Company to defer
payment of 3% in 1999 and 5% in 2000 and 2001, until the date on which the
earnings were distributed as dividends on consolidated taxable income. Beginning
in 1999, a previously taxable net income reinvested (Cuenta de Utilidad Fiscal
Neta Reinvertida, "CUFINRE") was created. As of December 31, 2002, this item
amounts to Ps. 4,847,626.

Beginning in 2002, based on the latest tax reform, the right to defer taxes is
no longer available, and CUFINRE has to be applied before CUFIN.




Note 18.   Net Income per Share.

This represents the net income corresponding to each share of the Company's
capital stock, computed on the basis of the weighted average number of shares
outstanding during the year. Additionally, the net income distribution according
to the dividend rights of each share series is presented.


Note 19.   Tax System.

a)   Income Taxes:
     Mexican income tax is computed on taxable income, which differs from
     accounting income principally due to the differences between purchases and
     cost of sales, the treatment of the integral cost of financing, the
     relative cost of labor liabilities and depreciation. Taxable income is
     increased or reduced by the effects of inflation on certain monetary assets
     and liabilities through the tax inflationary component, which is similar in
     concept to the gain on monetary position.

     The statutory income tax rate from 2000 through 2002 is 35%. Beginning in
     2003, the rate will be reduced one percentage point per year through 2005,
     when the rate will be 32%.

     The taxable income of Coca-Cola FEMSA Buenos Aires differs from accounting
     income mainly due to the differences in depreciation and labor liability
     provisions. The Argentine income tax rate is 35%.

b)   Tax on Assets:
     The Mexican tax on assets is computed at an annual rate of 1.8% based on
     the average of certain assets at a tax-restated value less certain
     liabilities. The tax on assets is paid only to the extent that it exceeds
     the income tax for the year. If in the year there is a tax on assets
     payment, this amount may be credited against any excess of income taxes
     over the tax on assets of the preceding three years. Additionally, this
     payment may be restated and credited against the excess of income taxes
     over asset taxes for the following 10 years.

     The tax laws in Argentina established a Tax on Minimum Presumptive Income
     (TMPI), which, similar to the Mexican tax on assets, is paid only to the
     extent that it exceeds the income taxes for the year. Any required payment
     of TMPI is recoverable to the extent that the income taxes exceed the TMPI
     of the following four years.

c)   Employee Profit Sharing:
     Employee profit sharing is computed at the rate of 10% of the individual
     taxable income of each of the Mexican subsidiaries, except that
     depreciation of historical, rather than restated values is used, foreign
     exchange gains and losses are not included until the asset or liability is
     due, and the other effects of inflation are also excluded.

     The present tax law in Argentina does not consider any employee profit
     sharing.

d)   Deferred Income Taxes:
     Beginning in 2000 revised Bulletin D-4 requires that deferred tax assets
     and liabilities be recorded for all temporary differences between the
     accounting and tax bases of assets and liabilities.

     The temporary differences that generated deferred income tax liabilities
     (assets) are as follows:

<TABLE>
<CAPTION>
     -----------------------------------------------------------------------------------------
     Deferred Income Taxes                                              2002             2001
     -----------------------------------------------------------------------------------------
<S>                                                            <C>              <C>
         Current:
                Inventories                                    Ps.   117,498    Ps.   176,343
                Other reserves                                       (59,335)         (54,913)
         Noncurrent:
                Property, plant and equipment (1)                    624,157          415,436
                Investments in shares                                 20,483           22,946
                Deferred charges                                     147,256          171,278
                Pension plan and seniority premiums                  (62,673)         (60,812)
     -----------------------------------------------------------------------------------------
                                                               Ps.   787,386    Ps.   670,278
     -----------------------------------------------------------------------------------------

(1)  Including bottles and cases.

</TABLE>

     As mentioned in clause a) above, in accordance with the tax reform the
     statutory rate will be reduced from 35% to 32%, resulting in a reduction of
     the balance of deferred taxes as of December 31, 2002 and 2001, based on
     the expected dates of reversal of the temporary differences.

     The changes in the balance of the deferred income taxes for the year are as
     follows:

<TABLE>
<CAPTION>
     -----------------------------------------------------------------------------------------
                                                                        2002             2001
     -----------------------------------------------------------------------------------------
<S>                                                                  <C>              <C>
     Balance at the beginning of the year                      Ps.   670.278    Ps.   700,896
         Provision for the year                                      125,843           51,001
         Change on the statutory rate                                (41,323)         (25,929)
         Result of holding nonmonetary assets                         32,588          (55,690)
     -----------------------------------------------------------------------------------------
     Balance at the end of the year                            Ps.   787,386    Ps.   670,278
     -----------------------------------------------------------------------------------------
</TABLE>


e)   Income Taxes, Tax on Assets and Employee Profit Sharing Provisions:

<TABLE>
<CAPTION>
                                              ------------------------------------------------------------
                                                           2002                  2001                2000
     -----------------------------------------------------------------------------------------------------
<S>                                                   <C>                   <C>                   <C>
     Current income tax                        Ps.    1,627,036      Ps.    1,306,123    Ps.      843,662
     Deferred income tax                                 84,520                25,072              57,056
     Current employee profit sharing                    131,307               129,867             124,837
     -----------------------------------------------------------------------------------------------------
                                               Ps.    1,842,863      Ps.    1,461,062    Ps.    1,025,555
     -----------------------------------------------------------------------------------------------------
</TABLE>

     As of December 31, 2002 the Company does not have unamortized tax loss
     carryforwards or refundable tax on assets.

<TABLE>
<CAPTION>
     ---------------------------------------------------------------------------------------------------------
                                                              2002                 2001                  2000
     ---------------------------------------------------------------------------------------------------------
<S>                                                          <C>                  <C>                   <C>
     Statutory tax rate                                     35.00%               35.00%                35.00%
             Gain from monetary position                     (3.06)               (0.75)                (0.70)
             Inflationary component                           0.58                 0.97                  0.50
             Non-deductible expenses and other                0.95                (0.15)                 3.16
             Goodwill impairment                              3.44                    -                     -
     ---------------------------------------------------------------------------------------------------------
     Effective tax rate                                     36.91%               35.07%                37.96%
     ---------------------------------------------------------------------------------------------------------
</TABLE>


Note 20.   Contingencies and Commitments.

a)   Contingencies:
     During 2002, the Company initiated an appeal related to the Special Tax on
     Products and Services (IEPS) applicable to inventories produced with high
     fructose content at the end of 2001 and early in 2002. The Company expects
     a favorable decision based on a legal opinion of the Company's tax
     attorneys.

b)   Commitments:

     As of December 31, 2002 the Company leases certain machinery and
     distribution equipment. The minimum lease commitments under the lease
     agreements are as follows:

     -------------------------------------------------------------------------
                                                            $           Ps.
     -------------------------------------------------------------------------
     2002                                                 5,749        60,130
     2003                                                 5,958        62,314
     2004                                                 5,232        54,722
     2005                                                 1,772        18,535
     2006                                                 1,259        13,162
     2007                                                   164         1,719
     -------------------------------------------------------------------------
                                                         20,134       210,582
     -------------------------------------------------------------------------

<PAGE>


Note 21.   Information by Segment.

Relevant information concerning the subsidiaries of Coca-Cola FEMSA, divided by
geographic areas, is presented as follows:

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------
2002                                                                        Mexico           Buenos               Total
                                                                                          Aires (1)
------------------------------------------------------------------------------------------------------------------------
<S>                                                                     <C>               <C>                <C>
Total revenues                                                  Ps.     16,198,490  Ps.   1,421,528    Ps.   17,620,018
Income from operations (1)                                               4,421,429           18,738           4,440,167
Interest expenses                                                          330,189            3,935             334,124
Interest income                                                            247,225            5,362             252,587
Income tax                                                               1,728,367         (16,811)           1,711,556
Employee profit sharing                                                    131,307                -             131,307
Depreciation and goodwill amortization                                     402,802          155,442             558,244
Goodwill impairment                                                        240,150          161,673             401,823
Breakage of bottles and cases, amortization and other                      470,228            9,790             480,018
Goodwill (2)                                                               106,412          152,047             258,459
Total long-term assets                                                   7,041,957          881,520           7,923,477
Total assets (3)                                                        14,777,920        1,262,466          16,040,386
Recoverable taxes                                                          132,158                -             132,158
Total liabilities (3)                                                    5,677,502          246,550           5,924,052
Tax liability (4)                                                        1,004,422          120,193           1,124,615
Capital expenditures  (5)                                                1,277,683           63,214           1,340,897
------------------------------------------------------------------------------------------------------------------------
2001
-------------------------------------------------------------------------------------------------------------------------
Total revenues                                                   Ps.    15,180,604  Ps.   1,548,869    Ps.   16,729,473
Income from operations (1)                                               3,828,850           44,051           3,872,901
Interest expenses                                                          327,422            2,340             329,762
Interest income                                                            273,423              384             273,807
Income tax                                                               1,299,890           31,305           1,331,195
Employee profit sharing                                                    129,867                -             129,867
Depreciation and goodwill amortization                                     520,215          175,051             695,266
Breakage of bottles and cases, amortization and other                      356,541           14,135             370,676
Goodwill (2)                                                               115,125          780,858             895,983
Total long-term assets                                                   6,957,571          335,515           7,293,086
Total assets (3)                                                        12,895,963        1,364,450          14,260,413
Total liabilities (3)                                                    4,978,898          352,338           5,331,236
Tax liability (4)                                                        1,143,523          105,651           1,249,174
Capital expenditures (5)                                                   800,243           25,915             826,158
-------------------------------------------------------------------------------------------------------------------------
2000
-------------------------------------------------------------------------------------------------------------------------
Total revenues                                                   Ps.    14,477,916  Ps.   1,557,473    Ps.   16,035,389
Income from operations (1)                                               3,052,986           27,211           3,080,197
Interest expenses                                                          363,747            2,769             366,516
Interest income                                                            131,838            5,765             137,603
Income tax                                                                 869,745           30,973             900,718
Employee profit sharing                                                    124,837                -             124,837
Depreciation and goodwill amortization                                     570,979          188,034             759,013
Breakage of bottles and cases, amortization and other                      473,237           34,571             507,808
Capital expenditures (5)                                                   874,489           46,097             920,586
-------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1)  Includes effect of goodwill amortization.
(2)  As of December 31, 2002 and 2001, the Company does not have any
     identifiable intangible assets other than goodwill as all previously
     acquired intangible assets were classified as goodwill.
(3)  Recoverable taxes and tax liability are not included in total assets and
     total liabilities.
(4)  Includes deferred long-term income tax for 3% (see Note 19)
(5)  Includes investments and divestiture in property, plant and equipment as
     well as deferred charges.


Note 22.   Differences Between Mexican GAAP and US GAAP.

The consolidated financial statements of the Company are prepared in accordance
with Mexican GAAP, which differs in certain significant respects from US GAAP. A
reconciliation of the reported net stockholder's equity and comprehensive income
to US GAAP is presented in Note 23. It should be noted that this reconciliation
to US GAAP does not include the reversal of the restatement of the financial
statements for inflation effects as required by Bulletin B-10, "Reconocimiento
de los Efectos de Inflacion en la Informacion Financiera" (Recognition of the
Effects of Inflation in the Financial Information), of Mexican GAAP. The
application of this bulletin represents a comprehensive measure of the effects
of price-level changes in the Mexican economy and, as such, is considered a more
meaningful presentation than historical cost-based financial reporting in
Mexican pesos for both Mexican and US accounting purposes.

The principal differences between Mexican GAAP and US GAAP included in the
reconciliation that affect the consolidated financial statements of the Company
are described as follow:

a)   Restatement of Prior Year Financial Statements:
     As explained in Note 4 a), in accordance with Mexican GAAP, the financial
     statements for Mexican subsidiaries for prior years were restated using
     NCPI factors, and for foreign subsidiaries for prior years was restated
     using the inflation rate of the country in which the foreign subsidiary is
     located, then translated to Mexican pesos at the year-end exchange rate
     (see Note 3).

     Under US GAAP the restatement of prior year financial statements is not
     required. The Company follows the regulations of the Securities and
     Exchange Commission of the United States of America ("SEC"), which requires
     that the prior financial statements must be restated in constant units of
     the reporting currency, in this case, the Mexican peso, which requires the
     restatement of such prior-year amounts using NCPI factors. Additionally,
     all other US GAAP adjustments for prior years have been restated based upon
     SEC methodology.

b)   Classification Differences:
     Certain items require a different classification in the balance sheet or
     income statement under US GAAP. These include:
     o    As explained in Note 4 c), under Mexican GAAP advances to suppliers
          are recorded as inventories. Under US GAAP advances to suppliers are
          classified as prepaid expenses.
     o    The impairment of goodwill and other long-lived assets, the gain or
          loss on the disposition of fixed assets, all severance indemnities,
          and employee profit sharing must be included in operating expenses
          under US GAAP.

c)   Promotional Expenses:
     As explained in Note 4 d), for Mexican GAAP purposes the promotional costs
     related to the launching of new products or presentations are recorded as
     prepaid expenses. For US GAAP purposes, all promotional costs are expensed
     as incurred.

d)   Goodwill:
     As mentioned in Note 4 i), under Mexican GAAP, goodwill must be amortized
     over a period of no more than 20 years. Under US GAAP, in accordance with
     Statement of Financial Accounting Standards ("SFAS") No. 142, effective
     January 1, 2002 goodwill is no longer subject to amortization, but rather
     it is subject to periodic assessment for impairment by applying a
     fair-value-based test.

     In accordance with SFAS No. 142, the Company discontinued the amortization
     of goodwill effective January 1, 2002. The financial statement impact was
     to reduce amortization expense and increase net income under US GAAP by
     $37,335 (Ps. 0.03 per share) for the year ended December 31, 2002. A
     reconciliation of previously reported net income and income per share under
     US GAAP to the amounts adjusted to exclude goodwill amortization is as
     follows:

<TABLE>
<CAPTION>

     ------------------------------------------------------------------------------------------------------------
                                                      2002                   2001                    2000
     ------------------------------------------------------------------------------------------------------------
     <S>                                              <C>                  <C>                     <C>
           Reported net income                        Ps.  2,524,006        Ps. 2,300,509           Ps. 1,543,291
           Add:  Goodwill amortization                             -              117,499                 129,448
     ------------------------------------------------------------------------------------------------------------
           Adjusted net income                        Ps.  2,524,006        Ps. 2,418,008           Ps. 1,672,739
     ------------------------------------------------------------------------------------------------------------
           Reported net income per share              Ps.       1.77        Ps.      1.61           Ps.      1.08
           Add:  Goodwill amortization                             -                 0.08                    0.09
     ------------------------------------------------------------------------------------------------------------
           Adjusted net income per share              Ps.       1.77        Ps.      1.69           Ps.      1.17
     ------------------------------------------------------------------------------------------------------------
</TABLE>

     In connection with the transition provisions for adopting this standard,
     the Company performed a transitional impairment test as of January 1, 2002
     and found no impairment. The Company will perform subsequent impairment
     tests annually, unless an event occurs or circumstances change that would
     more likely than not reduce the fair value of a reporting unit below its
     carrying amount, in which case an impairment test would be performed
     between annual tests.

e)   Restatement of Imported Machinery and Equipment:
     As explained in Note 4 e), in accordance with Mexican GAAP, imported
     machinery and equipment have been restated by applying the inflation rate
     of the country of origin, then translated at the year-end exchange rate of
     the Mexican peso. Under US GAAP the restatement of machinery and equipment
     is not required. The Company follows the SEC regulations, which require all
     machinery and equipment, both domestic and imported, has been restated
     using NCPI factors.

f)   Capitalization of the Integral Result of Financing:
     Under Mexican GAAP, the capitalization of the integral cost of financing
     (interest, foreign exchange and monetary position) generated by loan
     agreements obtained to finance investment projects is optional. The Company
     does not capitalize the integral cost of financing.

     In accordance with US GAAP, if interest is incurred during the construction
     of qualifying assets, capitalization is required as part of the cost of
     such assets.

     Accordingly, a reconciling item for the capitalization of a portion of the
     integral result of financing is included in the US GAAP reconciliation of
     the net income and stockholders' equity. If the borrowings are denominated
     in US dollars, the weighted-average interest rate on all such outstanding
     debt is applied to the balance of construction-in-progress to determine the
     amount to be capitalized, not to exceed interest expense. If the borrowings
     are denominated in Mexican pesos, the amount of capitalizable interest
     determined as noted above is reduced by the gain on monetary position
     associated with the debt.

g)   Financial Instruments:
     In accordance with Mexican GAAP, as mentioned in Note 4 o), beginning in
     January 2001 Bulletin C-2 became effective.

     Under US GAAP, SFAS No. 133, "Accounting for Derivative Instruments and
     Hedging Activities", also became effective in 2001. SFAS No. 133, as
     amended, establishes accounting and reporting standards requiring that
     every derivative instrument (including certain derivative instruments
     embedded in other contracts) be recorded in the balance sheet as either an
     asset or liability measured at its fair value. SFAS No. 133 requires that
     changes in the fair value of the derivative instrument's fair value be
     recognized in:

     o    The net income of the year; or

     o    Other comprehensive income, if the instruments represent cash flow
          hedges that qualify for hedge accounting.

     For purposes of SFAS No. 133, the Company has elected not to designate its
     financial instruments as hedges for the derivative instruments, and
     accordingly the entire effect of the valuation of those instruments was
     recognized in the income statement as a change in accounting principles
     under US GAAP at January 1, 2001.

     Prior to 2001, in accordance with Mexican GAAP the income statement effect
     of forward contracts was recorded at the maturity of each contract. In
     accordance with US GAAP the income statement effect was determined by the
     difference between the exchange rate at the date the contract was signed
     and the forward exchange rate, amortizing such difference on a
     straight-line basis over the term of the contract.

h)   Deferred Income Taxes and Employee Profit Sharing:
     The Company follows SFAS No. 109, "Accounting for Income Taxes", for US
     GAAP purposes, which differs from Mexican GAAP as follows:

     o    Under Mexican GAAP, deferred taxes are classified as non-current,
          while under US GAAP the classification is based on the classification
          of the related asset or liability.

     o    Under Mexican GAAP the effects of inflation on the deferred tax
          balance generated by monetary items are recognized in the result on
          monetary position. Under US GAAP the deferred tax balance is
          classified as a nonmonetary item. As a result, the consolidated income
          statement differs with respect to the presentation of the gain (loss)
          on monetary position and deferred income tax provision.

     o    Under Mexican GAAP, the change in statutory income tax rate approved
          early in 2002 was considered in the calculation of deferred taxes at
          December 31, 2001. Under US GAAP, a change in statutory tax rate may
          not be considered until the enactment date, which was January 1, 2002
          for the changes mentioned in Note 19 a).

     o    Under Mexican GAAP deferred employee profit sharing is calculated
          considering only those temporary differences that arise during the
          year and which are expected to turn around within a defined period,
          while under US GAAP the same liability method as used for deferred
          income taxes is applied. Also, for US GAAP purposes, employee profit
          sharing must be classified as an operating expense.

     The differences in the restatement of imported machinery and equipment and
     the capitalization of financing costs, the pension plan and financial
     instruments under Mexican GAAP have a different treatment than under US
     GAAP (see Note 22 e, f, g and i). As a consequence, the related deferred
     income tax presented under Mexican GAAP is different from the effect
     calculated under US GAAP (see Note 19 d).


<TABLE>
<CAPTION>
     ---------------------------------------------------------------------------------------------
     Reconciliation of Deferred Income Taxes                              2002             2001
     ---------------------------------------------------------------------------------------------
<S>                                                              <C>                <C>
     Deferred income taxes under Mexican GAAP                    Ps.   787,386      Ps.   670,278
     ---------------------------------------------------------------------------------------------
     Inflationary adjustment Mexico                                          -             30,118
     ---------------------------------------------------------------------------------------------
     US GAAP adjustments:
         Property, plant and equipment, net                            103,852            241,190
         Pension and retirement plans                                    1,105              1,478
     ---------------------------------------------------------------------------------------------
     Total adjustments                                                 104,957            242,668
     ---------------------------------------------------------------------------------------------
     Deferred income taxes under US GAAP                         Ps.   892,343      Ps.   943,064
     ---------------------------------------------------------------------------------------------

     The changes in the balance of the deferred income taxes for the year are as
     follows:

      --------------------------------------------------------------------------------------------
                                                                          2002             2001
      --------------------------------------------------------------------------------------------
      Balance at the beginning of the year                       Ps.   943,064      Ps. 1,031,682
          Provision for the year                                        23,682             23,705
          Change on the statutory rate                                 (53,828)                 -
          Cumulative translation adjustment                            (20,575)          (112,323)
      --------------------------------------------------------------------------------------------
       Balance at the end of the year                            Ps.   892,343     Ps.    943,064
      --------------------------------------------------------------------------------------------

      --------------------------------------------------------------------------------------------
      Reconciliation of Deferred Employee Profit Sharing                   2002              2001
      --------------------------------------------------------------------------------------------
      Deferred employee profit sharing under Mexican GAAP        Ps.         -     Ps.          -
      --------------------------------------------------------------------------------------------
      US GAAP adjustments:
          Inventories                                                   34,558             50,397
          Property, plant and equipment, net                           358,429            252,259
          Deferred charges                                              41,456             31,825
          Pension and retirement plans                                 (17,323)           (15,843)
          Other reserves                                               (13,110)            (8,921)
      --------------------------------------------------------------------------------------------
      Total adjustments                                                404,010            309,717
      --------------------------------------------------------------------------------------------
      Deferred employee profit sharing under US GAAP             Ps.   404,010     Ps.    309,717
      --------------------------------------------------------------------------------------------

      The changes in the balance of the deferred employee profit sharing for the year are as follows:

      --------------------------------------------------------------------------------------------
                                                                           2002              2001
      --------------------------------------------------------------------------------------------
      Balance at the beginning of the year                       Ps.   309,717     Ps.    225,090
          Provision for the year                                        96,810             86,336
          Inflation effect                                              (2,517)            (1,709)
      --------------------------------------------------------------------------------------------
       Balance at the end of the year                            Ps.   404,010     Ps.     309,717
      --------------------------------------------------------------------------------------------
</TABLE>


i)   Pension Plans:
     Under Mexican GAAP, the liabilities for employee benefits are determined
     using actuarial computations in accordance with Bulletin D-3, "Labor
     Obligations", which is substantially the same as US GAAP SFAS No. 87,
     "Employers' Accounting for Pensions".

     The effect of the initial application of both bulletins generates a
     difference in the unamortized prior service costs and in the amortization
     expense. Under Mexican GAAP and US GAAP, there is no difference in the
     liabilities for seniority premiums.

     The Company prepared a study of pension costs under US GAAP based on
     actuarial calculations, using the same assumptions used under Mexican GAAP
     (see Note 13).

     The required disclosures under SFAS No. 87 are as follows:

<TABLE>
<CAPTION>
     -------------------------------------------------------------------------------------------------------------------
     Net pension cost:                                                       2002             2001                 2000
     -------------------------------------------------------------------------------------------------------------------
<S>                                                               <C>              <C>                <C>
         Service cost                                             Ps.      10,029  Ps.       8,535    Ps.        14,644
         Interest cost                                                      6,766            7,235               11,804
         Actual return on plan assets                                      (2,658)          (3,124)              (2,690)
         Net amortization and deferral                                     (1,163)          (1,890)                (421)
     -------------------------------------------------------------------------------------------------------------------
         Net pension cost (US GAAP)                                        12,974           10,756               23,337
         Net pension cost recorded (Mexican GAAP)                          11,907           11,132               22,929
     -------------------------------------------------------------------------------------------------------------------
            Additional (income) expense that must be              Ps.       1,067  Ps.        (376)    Ps.          408
              recognized under US GAAP
     -------------------------------------------------------------------------------------------------------------------

     -------------------------------------------------------------------------------------------------------------------
     Pension liability                                                                        2002                 2001
     -------------------------------------------------------------------------------------------------------------------
         Projected benefit obligation                                              Ps.     172,928    Ps.       129,458
         Plan assets at fair value                                                         (35,326)             (40,237)
     -------------------------------------------------------------------------------------------------------------------
         Unfunded projected benefit obligation                                             137,602               89,221
         Unrecognized net transition obligation                                            (17,763)              (5,384)
         Unrecognized net gain                                                              39,928               66,566
     -------------------------------------------------------------------------------------------------------------------
         Total unfunded accrued pension liability under US GAAP                            159,767              150,403
         Total unfunded accrued pension liability under Mexican GAAP                      (162,923)            (154,626)
     -------------------------------------------------------------------------------------------------------------------
           Liability that must be canceled under US GAAP                           Ps.      (3,156)    Ps.       (4,223)
     -------------------------------------------------------------------------------------------------------------------


     The changes during the year in the projected benefit obligation of the
     pension plan, as well as the changes in the plan assets at market value,
     are as follows:

     -------------------------------------------------------------------------------------------------------------------
     Change in Projected Benefit Obligation                                                   2002                 2001
     -------------------------------------------------------------------------------------------------------------------
      Obligation at the beginning of the year                                      Ps.     129,458    Ps.       197,354
         Service cost                                                                       10,029                8,535
         Interest cost                                                                       6,766                7,235
         Actuarial loss                                                                     34,244              (78,181)
         Benefits paid                                                                       (7,56)              (5,485)
     -------------------------------------------------------------------------------------------------------------------
     Obligation at the end of the year                                             Ps.     172,928    Ps.       129,458
     -------------------------------------------------------------------------------------------------------------------

     -------------------------------------------------------------------------------------------------------------------
     Change in Plan Assets at Fair Value                                                      2002                 2001
     -------------------------------------------------------------------------------------------------------------------
      Balance at the beginning of the year                                         Ps.      40,237    Ps.        42,488
         Actual return on plan assets in real terms                                          2,658                3,124
         Actuarial gain                                                                          -                  110
         Benefits paid                                                                      (7,569)              (5,485)
     -------------------------------------------------------------------------------------------------------------------
     Balance at the end of the year                                                Ps.      35,326    Ps.        40,237
     -------------------------------------------------------------------------------------------------------------------

</TABLE>

j)   Comprehensive Income:
     In Note 23 c), a reconciliation of comprehensive income under Mexican GAAP
     to US GAAP is presented. The reconciling items include adjustments to net
     income and other comprehensive income.

k)   Statement of Cash Flows:
     Under Mexican GAAP, the Company presents a consolidated statement of
     changes in financial position in accordance with Bulletin B-12, "Estado de
     Cambios en la Situacion Financiera" (Statement of Changes in Financial
     Position), which identifies the generation and application of resources by
     the differences between beginning and ending financial statement balances
     in constant Mexican pesos. Bulletin B-12 also requires that monetary and
     foreign exchange gains and losses be treated as cash items for the
     determination of resources generated by operations.

     In accordance with US GAAP the Company follows SFAS No. 95, "Statement of
     Cash Flows", excluding the effects of inflation (see Note 22 l).


<PAGE>


l)   Summarized Financial Information under US GAAP:

<TABLE>
<CAPTION>
     -------------------------------------------------------------------------------------------------------------------
     Balance Sheets                                                                            2002                2001
     -------------------------------------------------------------------------------------------------------------------
<S>                                                                    <C>               <C>                 <C>
     Current assets                                                                Ps.    7,980,319   Ps.     6,146,346
     Fixed assets                                                                         7,267,583           7,369,458
     Other assets                                                                         1,250,163           1,645,562
     -------------------------------------------------------------------------------------------------------------------
     Total assets                                                                        16,498,065          15,161,366
     -------------------------------------------------------------------------------------------------------------------
     Current liabilities                                                                  2,620,631           2,680,894
     Long-term liabilities                                                                3,353,575           2,966,102
     Other liabilities                                                                    1,584,900           1,620,033
     -------------------------------------------------------------------------------------------------------------------
     Total liabilities                                                                    7,559,106           7,267,029
     Stockholders' equity                                                                 8,938,959           7,894,337
     -------------------------------------------------------------------------------------------------------------------
     Total liabilities and stockholders' equity                                    Ps.   16,498,065   Ps.    15,161,366
     -------------------------------------------------------------------------------------------------------------------


                                                               ---------------------------------------------------------
                                                                             2002              2001                2000
     Income Statements
     -------------------------------------------------------------------------------------------------------------------
     Total revenues                                              Ps.   17,620,018  Ps.   18,501,573   Ps.    18,302,044
     Income from operations                                             4,220,272         3,790,313           3,152,121
     Income before income taxes                                         4,186,521         3,648,533           2,493,590
     Income taxes                                                       1,662,515         1,348,024             950,299
     -------------------------------------------------------------------------------------------------------------------
     Net income                                                         2,524,006         2,300,509           1,543,291
     Cumulative translation result                                       (676,015)       (1,617,223)           (198,506)
     Result of holding nonmonetary assets                                (218,391)          373,329              (7,982)
     -------------------------------------------------------------------------------------------------------------------
     Comprehensive income                                               1,629,600         1,056,615           1,336,803
     -------------------------------------------------------------------------------------------------------------------
     Weighted average common shares outstanding                         1,425,000         1,425,000           1,425,000
     -------------------------------------------------------------------------------------------------------------------
     Net comprehensive income per share                          Ps.         1.14  Ps.         0.74   Ps.          0.94
     -------------------------------------------------------------------------------------------------------------------


                                                               ---------------------------------------------------------
     Cash Flows                                                              2002              2001                2000
     -------------------------------------------------------------------------------------------------------------------
     Net income                                                  Ps.    2,524,210  Ps.    2,250,232   Ps.     1,456,697
     Non-cash items                                                       966,682         1,055,704           1,164,102
     Other expenses                                                       377,531            39,729              (6,133)
     Working capital investment                                           155,207           288,719             250,849
     Taxes                                                                 (1,067)           31,792            (322,601)
     -------------------------------------------------------------------------------------------------------------------
     Net cash flows from operating activities                           4,022,563         3,666,176           2,542,914
     -------------------------------------------------------------------------------------------------------------------
     Total fixed asset investments                                     (1,170,060)         (777,895)           (873,547)
     -------------------------------------------------------------------------------------------------------------------
     Financial expenses                                                    30,169             5,643               3,661
     Bank loans                                                           (10,805)          (24,697)             11,978
     Dividends paid                                                      (561,023)         (292,125)           (218,453)
     Other financial transactions                                        (407,225)          184,868              (3,964)
     -------------------------------------------------------------------------------------------------------------------
     Net cash flows used in financing activities                         (948,884)         (126,311)           (206,778)
     -------------------------------------------------------------------------------------------------------------------
     Net increase in cash and cash equivalents                          1,903,619         2,761,970           1,462,589
     Effect of exchange rate changes on cash                             (194,551)         (316,356)            (96,319)
     Cash and cash equivalents at the beginning of the
        year                                                            4,462,326         2,016,712             650,442
     -------------------------------------------------------------------------------------------------------------------
     Cash and cash equivalents at the end of the year            Ps.    6,171,394  Ps.    4,462,326   Ps.     2,016,712
     -------------------------------------------------------------------------------------------------------------------

     -------------------------------------------------------------------------------------------------------------------
     Supplemental Information about Cash Flows:
                                                                             2002              2001                2000
     -------------------------------------------------------------------------------------------------------------------
     Interest paid                                               Ps.       41,208  Ps.       37,133   Ps.       185,963
     Income tax and tax on assets paid                                  1,801,513         1,354,350           1,247,721
     -------------------------------------------------------------------------------------------------------------------


     -------------------------------------------------------------------------------------------------------------------
     Statements of Changes in Stockholders' Equity:
     ==========================================================
                                                                             2002              2001                2000
     -------------------------------------------------------------------------------------------------------------------
     Stockholders' equity as of the beginning of the year        Ps.               Ps.                Ps.     6,080,048
                                                                        7,894,337         7,156,503
           Dividends paid                                                (584,978)         (318,781)           (260,348)
           Cumulative translation result                                 (676,015)       (1,617,223)           (198,506)
           Result of holding nonmonetary assets                          (218,391)          373,329              (7,982)
           Net income                                                    2,524,006        2,300,509           1,543,291
     -------------------------------------------------------------------------------------------------------------------
     Stockholders' equity as of the end of the year              Ps.    8,938,959  Ps.    7,894,337   Ps.     7,156,503
     -------------------------------------------------------------------------------------------------------------------


Note 23.   Reconciliation of Mexican GAAP to US GAAP.

a)   Reconciliation of Net Income for the year:

     -------------------------------------------------------------------------------------------------------------------
                                                                             2002               2001               2000
     -------------------------------------------------------------------------------------------------------------------
     Net income under Mexican GAAP                               Ps.    2,564,218  Ps.    2,202,334   Ps.     1,358,318
     US GAAP adjustments:
        Restatement of prior year financial statements
            (Note 22 a)                                                         -           169,498              67,462
        Goodwill amortization (Note 22 d)                                  37,335                 -                   -
        Promotional expenses (Note 22 c)                                  (10,289)
        Restatement of machinery and equipment (Note 22 e)                (13,127)           (6,511)            (25,415)
         Capitalization of interest expense (Note 22 f)                      (664)           17,760                 711
         Deferred income taxes (Note 22 h)                                 49,041             3,388              61,296
         Deferred employee profit sharing (Note 22 h)                     (96,810)          (86,336)             81,327
         Pension plan cost (Note 22 i)                                     (1,067)              376                (408)
        Financial instruments (Note 22 g)                                  (4,631)                -
     -------------------------------------------------------------------------------------------------------------------
     Total adjustments                                                    (40,212)           98,175             184,973
     -------------------------------------------------------------------------------------------------------------------
     Net income under US GAAP                                    Ps.    2,524,006  Ps.    2,300,509   Ps.     1,543,291
     -------------------------------------------------------------------------------------------------------------------
     Weighted average common shares outstanding                         1,425,000         1,425,000           1,425,000
     Net income per share under US GAAP                          Ps.         1.77  Ps.         1.61   Ps.          1.08
     -------------------------------------------------------------------------------------------------------------------
</TABLE>


     Under US GAAP, the monetary position effect of the income statement
     adjustments is included in each adjustment, except for the capitalization
     of the integral cost of financing and pension plan liabilities that are
     nonmonetary.


<PAGE>



b)   Reconciliation of Stockholders' Equity:

<TABLE>
<CAPTION>
     -------------------------------------------------------------------------------------------------------------------
                                                                                               2002                2001
     -------------------------------------------------------------------------------------------------------------------
<S>                                                                                       <C>                 <C>
     Stockholders' equity under Mexican GAAP                                       Ps.    9,123,877    Ps.    7,680,003
       US GAAP adjustments:
         Restatement of prior year financial statements (Note 22 a)                               -             220,666
         Goodwill amortization (Note 22 d)                                                   37,335                   -
         Restatement of machinery and equipment (Note 22 e)                                 224,500             462,886
         Capitalization of interest expense (Note 22 f)                                      73,978              78,944
         Deferred income taxes (Note 22 h)                                                 (104,957)           (242,668)
         Deferred employee profit sharing (Note 22 h)                                      (404,010)           (309,717)
         Promotional expenses (Note 22 c)                                                   (10,289)                  -
         Financial instruments (Note 22 g)                                                   (4,631)                  -
         Accumulated pension plan liability (Note 22 i)                                       3,156               4,223
     -------------------------------------------------------------------------------------------------------------------
     Total adjustments                                                                     (184,918)            214,336
     -------------------------------------------------------------------------------------------------------------------
     Stockholders' equity under US GAAP                                            Ps.    8,938,959    Ps.    7,894,337
     -------------------------------------------------------------------------------------------------------------------


c)   Reconciliation of Comprehensive Income:

                                                          --------------------------------------------------------------
                                                                             2002               2001               2000
     -------------------------------------------------------------------------------------------------------------------
       Comprehensive income under Mexican                        Ps.   2,028,852   Ps.    2,583,171    Ps.    1,247,315
         GAAP
         US GAAP adjustments:
          Net income (Note 23 a)                                         (40,212)            98,175             184,973
          Cumulative translation result                                 (220,666)        (2,336,779)           (126,327)
          Result of holding nonmonetary assets                          (138,374)           712,048              30,842
     -------------------------------------------------------------------------------------------------------------------
       Comprehensive income under US GAAP                        Ps.   1,629,600   Ps.    1,056,615    Ps.    1,336,803
     -------------------------------------------------------------------------------------------------------------------

</TABLE>

Note 24.   Future Impact of Recently Issued Accounting Standards Not Yet in
           Effect.

a)   In Mexican GAAP:

     Bulletin C-9, "Pasivo, Provisiones, Activos y Pasivos Contingentes y
     Compromisos" (Liabilities, Provisions, Contingent Assets and Liabilities,
     and Commitments) ("Bulletin C-9"):

     In December 2002, the Mexican Institute of Public Accountants ("IMCP")
     issued new Bulletin C-9, whose provisions are mandatory for fiscal years
     beginning January 1, 2003. Bulletin C-9 supersedes the former Bulletins C-9
     "Pasivos" (Liabilities) and C-12 "Contingencias y Compromisos"
     (Contingencies and Commitments), and establishes additional guidelines
     clarifying the accounting for liabilities, provisions, and contingent
     assets and liabilities, and establishes new standards for the use of
     present value techniques to measure liabilities and accounting for the
     early settlement of obligations. The Company does not anticipate that this
     new standard will have a significant impact on its financial position or
     results of operations.

     Bulletin C-8, "Activos Intangibles" (Intangible Assets) ("Bulletin C-8"):

     In January 2002, the IMCP issued new Bulletin C-8, whose provisions are
     mandatory for fiscal years beginning January 1, 2003, although early
     application is encouraged. Bulletin C-8 supersedes the former Bulletin C-8,
     "Intangibles" and establishes that project development costs should be
     capitalized if they fulfill the criteria established for recognition as
     assets. Any start-up expenses incurred after the effective date of this
     Bulletin should be recorded as an expense. The unamortized balance of
     capitalized start-up expenses under the former Bulletin C-8 will continue
     to be amortized. Bulletin C-8 requires identifying all intangible assets to
     reduce as much as possible the goodwill relative to business combinations.
     In relation with the goodwill and intangible assets new dispositions the
     Company does not expect that provisions of Bulletin C-8 will have a
     significant impact on its financial position or results of operations.

b)   In US GAAP:

     SFAS No. 143, "Accounting for Asset Retirement Obligations" ("SFAS No.
     143"):

     In June 2001, the FASB issued SFAS No. 143, which is effective for the
     Company beginning in 2003. The Company plans to adopt this new standard in
     2003. SFAS No. 143 addresses financial accounting and reporting for
     obligations associated with the retirement of tangible long-lived assets
     and the associated asset retirement costs. It applies to legal obligations
     associated with the retirement of long-lived assets that result from the
     acquisition, construction, development and/or the normal operation of a
     long-lived asset, except for certain obligations of lessees. This Statement
     requires that the fair value of a liability for an asset retirement
     obligation be recognized in the year in which it is incurred if a
     reasonable estimate of fair value can be made. The associated asset
     retirement costs are capitalized as part of the carrying amount of the
     long-lived asset. The Company does not anticipate that this new standard
     will have a significant impact on its financial position or results of
     operations.


     SFAS No. 145, "Rescission of FASB Statements No. 4, 44, and 64, Amendment
     of FASB Statement No. 13, and Technical Corrections" ("SFAS No. 145"):

     In April 2002, the FASB issued SFAS No. 145, which requires that gains and
     losses from extinguishment of debt in all years presented be classified as
     extraordinary items only if they meet the criteria of APB Opinion 30,
     "Reporting the Results of Operations--Discontinued Events and Extraordinary
     Items".

     The amendment of SFAS No. 13, "Accounting for Leases", eliminates an
     inconsistency between the required accounting for sale-leaseback
     transactions and the required accounting for certain lease modifications
     that have economic effects that are similar to sale-leaseback transactions.
     The new standard will be effective for financial statements issued for
     fiscal years beginning after May 15, 2002 and lease transactions occurring
     after May 15, 2002, with early application encouraged. The Company plans to
     adopt this new standard in 2003. The Company does not anticipate that this
     new standard will have a significant impact on its financial position or
     results of operations.


     SFAS No. 146, "Accounting for Costs Associated With Exit or Disposal
     Activities" ("SFAS No. 146"):

     In June 2002 the FASB issued SFAS No. 146, which nullifies Emerging Issues
     Task Force ("EITF") Issue No. 94-3, "Liability Recognition for Certain
     Employee Termination Benefits and Other Costs to Exit an Activity
     (including Certain Costs Incurred in a Restructuring)". The principal
     difference between SFAS No. 146 and EITF 94-3 relates to its requirement
     that a liability for a cost associated with an exit or disposal activity be
     recognized and measured initially at fair value when the liability is
     incurred, as opposed to recognition under EITF 94-3 at the date of an
     entity's commitment to an exit plan. The provisions of SFAS No.146 will be
     effective for exit or disposal activities that are initiated after December
     31, 2002, with early application encouraged. Previously issued financial
     statements may not be restated, and the provisions of EITF 94-3 shall
     continue to apply for an exit activity initiated under an exit plan prior
     to the initial application of SFAS No. 146. The Company plans to adopt this
     new standard in 2003. The Company does not anticipate that this new
     standard will have a significant impact on its financial position or
     results of operations.


     FASB Interpretation No. 45, "Guarantor's Accounting and Disclosure
     Requirements for Guarantees, Including Indirect Guarantees of Indebtedness
     of Others" ("FIN 45"):

     In November 2002, the FASB issued FIN 45, which requires that the guarantor
     recognize, at the inception of certain guarantees, a liability for the fair
     value of the obligation undertaken in issuing such guarantee. FIN 45 also
     requires additional disclosure requirements about the guarantor's
     obligations under certain guarantees that it has issued. The initial
     recognition and measurement provisions of this interpretation are
     applicable on a prospective basis to guarantees issued or modified after
     December 31, 2002 and the disclosure requirements are effective for
     financial statement periods ending after December 15, 2002. The Company
     does not expect that the adoption of FIN 45 will have a material impact on
     its financial position, results of operations or cash flows.


     EITF Issue 02-16, "Accounting by a Customer (Including a Reseller) for
     Certain Consideration Received from a Vendor" ("EITF 02-16")

     In January 2003, the EITF concluded on EITF 02-16, whose provisions are
     required for financial statements for fiscal years beginning after December
     15, 2002, with pro forma retroactive disclosure encouraged. EITF 02-16
     addresses the accounting for cash consideration received from a vendor by a
     reseller of a vendor's products. The EITF reached a consensus that cash
     consideration represents a reimbursement of costs incurred by the customer
     to sell the vendor's products and should be characterized as a reduction of
     that cost when recognized in the customer's income statement if the cash
     consideration represents a reimbursement of a specific, incremental,
     identifiable cost incurred by the customer in selling the vendor's products
     or services. Accordingly, the payments received by the Company from The
     Coca-Cola Company for cooperative advertising (see Note 4j) are properly
     classified as a reduction of selling expenses. As a result, this new
     bulletin will have no impact on the Company's financial statements.

<PAGE>

                                   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.

                                        COCA-COLA FEMSA, S.A. DE C.V.
                                        (Registrant)



Date:  March 27, 2003                   By: /s/ HECTOR TREVINO GUTIERREZ
                                            ----------------------------
                                            Name:  Hector Trevino Gutierrez
                                            Title:    Chief Financial Officer

</TEXT>
</DOCUMENT>
