<DOCUMENT>
<TYPE>EX-7.3
<SEQUENCE>5
<FILENAME>o17489exv7w3.txt
<DESCRIPTION>FORM OF OFFICERS' CERTIFICATE OF METHANEX CORP.
<TEXT>
<PAGE>
                                                                     Exhibit 7.3

                              METHANEX CORPORATION

                              OFFICERS' CERTIFICATE

         This Officers' Certificate is being delivered in connection with the
issuance by Methanex Corporation (the "Company") of $150,000,000 aggregate
principal amount of -% Senior Notes Due 2015 (the "-% Senior Notes"), which are
represented by a Global -% Note (the "Global -% Note"), and pursuant to Section
2.03 of the Indenture (the "Original Indenture"), dated as of July 20, 1995,
between the Company and The Bank of New York (formerly The United States Trust
Company of New York), as trustee (the "Trustee"), as supplemented by the Second
Supplemental Indenture, dated as of June 19, 2002, between the Company and the
Trustee (the "Second Supplemental Indenture") and the Fourth Supplemental
Indenture, dated as of August -, 2005 between the Company and the Trustee (the
"Fourth Supplemental Indenture") and together with the Original Indenture and
the Second Supplemental Indenture (the "Indenture"). Unless otherwise defined
herein, all capitalized terms used herein which are defined in this Indenture
are used herein with the meanings specified therein.

         Pursuant to Section 2.03 of the Original Indenture, the undersigned
hereby certify, in their capacities as officers of the Company and not in their
personal capacities, as follows:

1.    The title of the -% Senior Notes shall be "-% Senior Notes Due 2015".

2.    The -% Senior Notes shall be unlimited in aggregate principal amount and
      issued as Registered Securities only.

3.    The -% Senior Notes shall not require any principal or premium payments
      prior to maturity on -, 2015.

4.    The rate at which the -% Senior Notes shall bear interest shall be -% per
      year; the date from which such interest shall accrue shall be -; the
      interest payment dates on which such interest shall be payable shall be -
      and -, beginning -, 2006; and the record dates for the determination of
      the holders of the -% Senior Notes to whom such interest is payable shall
      be - (for - payment dates) and - (for - payment dates).

5.    Payments of principal of and interest on the -% Senior Notes represented
      by the Global -% Note initially registered in the name of The Depository
      Trust Company or its nominee shall be made by the Company through the
      Trustee in immediately available funds to the Depositary or its nominee,
      as the case may be.


6.    The -% Senior Notes shall only be redeemable prior to maturity pursuant to
      Sections 5 and 6 of the Global -% Note. The redemption price to be paid
      in respect of any redemption pursuant to Section 5 of the Global -% Note
      will be the greater of (i) 100% of the principal amount of the -% Senior
      Notes being redeemed, and (ii) the sum of the present values of the
      remaining scheduled payments of principal and interest thereon (exclusive
      of interest accrued to the date of redemption) discounted to the
      redemption date on a semi-annual basis at the Treasury Rate (as defined
      in Section 5 of the -% Global Note) plus - basis points, plus in each
      case accrued interest thereon to the date of redemption.


7.    The -% Senior Notes shall be represented by a Global -% Note deposited
      with the Depositary and registered in the name of the nominee of the
      Depositary, substantially in the form attached hereto.

<PAGE>

8.    There shall be no mandatory sinking fund for the payments of the -% Senior
      Notes.

9.    As long as the Depositary or its nominee, or a successor Depositary or its
      nominee, is the registered owner of the Global -% Note, owners of the
      beneficial interests in the Global -% Note shall not be entitled to have
      the -% Senior Notes registered in their names and shall not receive or be
      entitled to receive physical delivery of -% Senior Notes in definitive
      form.

10.   The provisions of (i) the Second Supplemental Indenture, as amended by the
      Fourth Supplemental Indenture and (ii) the Fourth Supplemental Indenture
      shall apply to the -% Senior Notes.

11.   Other than as amended by the Second Supplemental Indenture and the Fourth
      Supplemental Indenture, the Company shall be subject to all the covenants
      set forth in Article IV of the Original Indenture with respect to the -%
      Senior Notes.

12.   Articles X and XI of the Original Indenture, as amended by the Second
      Supplemental Indenture, shall apply to the -% Senior Notes.

13.   The -% Senior Notes shall not be subordinated pursuant to the provisions
      of Article XII of the Original Indenture. The -% Senior Notes shall be
      senior unsecured obligations of the Company ranking pari passu with all
      other unsubordinated and unsecured senior indebtedness of the Company.

      Pursuant to Section 13.05 of the Original Indenture, each of the
undersigned officers of the Company hereby certifies that (a) he has read
Section 2.03 of the Original Indenture, (b) he has conducted an examination of
the provisions of the Original Indenture, the Second Supplemental Indenture and
the Fourth Supplemental Indenture, the -% Senior Notes and the Global -% Note
necessary to set forth the statements and opinions contained herein, (c) in his
opinion, he has conducted such examination as is necessary to enable him to
express an informed opinion as to whether or not the conditions of Section 2.03
of the Original Indenture have been complied with and (d) in his opinion,
Section 2.03 of the Original Indenture has been complied with.



                                       --------------------------------------
                                       Ian Cameron
                                       Senior Vice President, Finance and
                                       Chief Financial Officer


                                       --------------------------------------
                                       Randy Milner
                                       Senior Vice President, General Counsel
                                       and Corporate Secretary


                                       2
</TEXT>
</DOCUMENT>
