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<SEC-DOCUMENT>0000950142-07-000806.txt : 20070403
<SEC-HEADER>0000950142-07-000806.hdr.sgml : 20070403
<ACCEPTANCE-DATETIME>20070403132338
ACCESSION NUMBER:		0000950142-07-000806
CONFORMED SUBMISSION TYPE:	S-8
PUBLIC DOCUMENT COUNT:		5
FILED AS OF DATE:		20070403
DATE AS OF CHANGE:		20070403
EFFECTIVENESS DATE:		20070403

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			METHANEX CORP
		CENTRAL INDEX KEY:			0000886977
		STANDARD INDUSTRIAL CLASSIFICATION:	INDUSTRIAL ORGANIC CHEMICALS [2860]
		IRS NUMBER:				000000000
		STATE OF INCORPORATION:			A1
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		S-8
		SEC ACT:		1933 Act
		SEC FILE NUMBER:	333-141833
		FILM NUMBER:		07742943

	BUSINESS ADDRESS:	
		STREET 1:		1800 WATERFRONT CENTER
		STREET 2:		200 BURRARD STREET
		CITY:			VANCOUVER BC CANADA
		STATE:			A1
		ZIP:			00000
		BUSINESS PHONE:		6046847500

	MAIL ADDRESS:	
		STREET 1:		1800 WATERFRONT CENTER
		STREET 2:		200 BURRARD STREET
		CITY:			VANCOUVER BC CANADA
</SEC-HEADER>
<DOCUMENT>
<TYPE>S-8
<SEQUENCE>1
<FILENAME>form_s-8.txt
<DESCRIPTION>REGISTRATION STATEMENT
<TEXT>

      AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON April 3, 2007
                                                     REGISTRATION NO. 333-______
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                               -------------------


                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                               -------------------

                              METHANEX CORPORATION
             (Exact name of registrant as specified in its charter)

        BRITISH COLUMBIA, CANADA                                    N/A
     (State or other jurisdiction of                         (I.R.S. Employer
     incorporation or organization)                         Identification No.)

                   SUITE 1800, 200 BURRARD STREET, VANCOUVER,
                        BRITISH COLUMBIA, CANADA V6C 3M1
                                 (604) 661-2600
          (Address of principal executive offices, including zip code)

                   METHANEX CORPORATION STOCK OPTION PLAN 2006
                              (Full title of plan)

                               CT CORPORATE SYSTEM
                           111 8TH AVENUE, 13TH FLOOR
                            NEW YORK, NY 10011 98101
                                 (212) 894-8700
               (Name, address and telephone number, including area
                          code, of agent for service)

                                   COPIES TO:
                                EDWIN S. MAYNARD
                        PAUL, WEISS, RIFKIND, WHARTON &
                                  GARRISON LLP
                          1285 AVENUE OF THE AMERICAS
                            NEW YORK, NY 10019-6064
                                 (212) 373-3000

<TABLE>
<CAPTION>
=============================================================================================================================
                                                              PROPOSED            PROPOSED MAXIMUM
   TITLE OF SECURITIES             AMOUNT TO BE           MAXIMUM OFFERING       AGGREGATE OFFERING            AMOUNT OF
     TO BE REGISTERED           REGISTERED (1)(2)        PRICE PER UNIT (3)           PRICE (3)            REGISTRATION FEE
- -----------------------------------------------------------------------------------------------------------------------------
<S>                             <C>                      <C>                     <C>                       <C>
Common Shares............       5,250,000 shares             $ 22.48                $ 118,020,000             $ 3,623.21
=============================================================================================================================
</TABLE>
- -------------
(1)  If, as a result of stock splits,  stock dividends or similar  transactions,
     the number of securities  purported to be  registered on this  registration
     statement  changes,  the  provisions  of  Rule  416  shall  apply  to  this
     registration statement.
(2)  Represents the maximum number of shares that may be issued under the Plan.
(3)  Estimated  solely  for the  purpose of  calculating  the  registration  fee
     pursuant to Rule 457(c) of the  Securities  Act of 1933, as amended,  based
     upon the average high and low prices of the Common Shares of the Registrant
     on the Nasdaq National Market on March 28, 2007.

================================================================================

<PAGE>

                                    PART II
                           INFORMATION REQUIRED IN THE
                             REGISTRATION STATEMENT

ITEM 1.  PLAN INFORMATION

         The  information  required  by Item 1 is included  in  documents  made
available to  participants in the Methanex  Corporation  Stock Option Plan 2006
(the  "Plan")  pursuant to Rule  428(b)(1) of the  Securities  Act of 1933 (the
"Securities Act"), as amended.

ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION

         The written statement required by Item 2 is included in documents sent
or given to  participants  in the Plan covered by this  registration  statement
pursuant to Rule  428(b)(1) of the Securities  Act, as amended.  The Registrant
will provide to the participants of the Plan a written statement  advising them
of the  availability  without  charge,  upon  written or oral  request,  of the
documents  incorporated by reference herein, as required by Item 2 of Part I of
Form S-8. The statement also shall indicate the  availability  without  charge,
upon written or oral request,  of other  documents  required to be delivered to
employees  pursuant to Rule 428(b).  The  statement  shall  include the address
(giving title or department) and telephone number to which the request is to be
directed.

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

         The  following  documents  heretofore  filed with the  Securities  and
Exchange Commission (the "Commission") by Methanex  Corporation (the "Company")
are incorporated herein by reference:

         (a)    The  Company's  Annual  Report on Form 40-F for the fiscal year
ended  December 31, 2006 (the "Annual  Report")  filed with the  Commission  on
April 2, 2007 under Section 13(a) of the  Securities and Exchange Act of 1934,
as amended (the "Exchange Act"); and

         (b)    All other reports  filed  pursuant to Section 13(a) or 15(d) of
the  Exchange  Act,  since the end of the  fiscal  year  covered  by the Annual
Report.

         All documents filed by the Company pursuant to Sections 13(a),  13(c),
14 or 15(d) of the Exchange Act after the date of this  Registration  Statement
and prior to the filing of a post-effective  amendment which indicates that all
securities  offered hereby have been sold or which  deregisters  all securities
then remaining  unsold are  incorporated  by reference  into this  Registration
Statement and will be deemed to be a part hereof from the  respective  dates of
filing of such documents (such documents,  and the documents  enumerated above,
being hereinafter referred to as "Incorporated Documents").

         Any statement contained in an Incorporated Document shall be deemed to
be modified or superseded  for purposes of this  Registration  Statement to the
extent that a statement  contained  herein or in any other  subsequently  filed

<PAGE>

Incorporated Document modifies or supersedes such statement. Any such statement
so  modified  or  superseded  shall not be  deemed,  except as so  modified  or
superseded, to constitute a part of this Registration Statement.

ITEM 4.  DESCRIPTION OF SECURITIES

         The class of securities  to be offered is registered  under Section 12
of the Exchange Act.

         Our authorized share capital consists of an unlimited number of common
shares  and  25,000,000  preferred  shares.  As  of  March  28,  2007,  we  had
104,588,292 common shares and no preferred shares  outstanding.  Holders of our
common shares are entitled to one vote at any meeting of our  shareholders  and
are entitled to receive any dividend declared by our board of directors.

         In September 2002, we commenced paying a quarterly dividend of US$0.05
per share to our shareholders.  The quarterly dividend was increased to US$0.06
per share  effective  September  30,  2003,  to  US$0.08  per  share  effective
September  30,  2004,  to US$0.11 per share  effective  June 30,  2005,  and to
US$0.125 per share effective June 30, 2006. In addition, our board of directors
periodically  considers  other forms of  distributions  when  general  business
conditions,  financial results, capital requirements and other relevant factors
warrant. In February 2003, we paid a special dividend of US$0.25 per share.


ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

         Not applicable.


ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

         Under the CANADA BUSINESS CORPORATIONS ACT (the "CBCA"), which governs
Methanex  Corporation (the "Registrant"),  except in respect of an action by or
on behalf of a corporation  or other entity to procure a judgment in its favor,
a  corporation  may  indemnify a present or former  director or officer of such
corporation  or a person  who acts or acted at the  corporation's  request as a
director or officer or an individual acting in a similar  capacity,  of another
entity,  against all costs,  charges and expenses,  including an amount paid to
settle an action or satisfy a judgment,  reasonably incurred by such individual
in respect  of any  civil,  criminal,  administrative,  investigative  or other
proceeding in which he or she is involved  because of that association with the
corporation  or other entity and provided that such  individual  acted honestly
and in good faith with a view to the best interests of the  corporation  or, as
the case may be,  to the best  interests  of the  other  entity  for  which the
individual  acted as  director  or  officer  or in a  similar  capacity  at the
corporation's  request, and, in the case of a criminal or administrative action
or proceeding that is enforced by a monetary  penalty,  had reasonable  grounds
for believing that his conduct was lawful. Such  indemnification may be made in
connection  with a derivative  action only with court  approval.  A director or
officer (or other individual as described above) is entitled to indemnification
from the corporation as a matter of right in respect of all costs,  charges and
expenses  reasonably incurred by such individual in connection with the defense
of a civil,  criminal,  administrative,  investigative  or other  proceeding to
which  he or  she is  made a  party  because  of  their  association  with  the
corporation  or other entity if such  individual was not judged by the court or
other competent authority to have committed any fault or omitted to do anything
that the  individual  ought to have done and has fulfilled the  conditions  set
forth above.

<PAGE>

         In  accordance  with and  subject  to the  CBCA,  the  by-laws  of the
Registrant  provide that except in respect of any action by or on behalf of the
Registrant to procure a judgment in its favor,  the  Registrant may indemnify a
director  or officer of the  Registrant,  a former  director  or officer of the
Registrant,  or a person  who acts or acted at the  Registrant's  request  as a
director or officer of a body corporate,  or an individual  acting in a similar
capacity, or another entity against all costs, charges and expenses,  including
an amount paid to settle an action or satisfy a judgment,  reasonably  incurred
by him in respect of any civil, criminal or administrative action or proceeding
to which he is made a party by reason of his being or having been a director or
officer of the  Registrant or such body  corporate,  if the director or officer
(a) acted  honestly and in good faith with a view of the best  interests of the
Registrant,  and (b) in the case of a  criminal  or  administrative  action  or
proceeding that is enforced by a monetary penalty,  had reasonable  grounds for
believing  that his or her conduct was lawful.  The Registrant has also entered
into  indemnity  agreements  with its  directors  and  officers  which  provide
substantially the same rights as provided for in the CBCA.

         The Registrant  maintains directors' and officers' liability insurance
which insures the directors and officers of the Registrant and its subsidiaries
against  certain  losses  resulting  from any wrongful  act  committed in their
official  capacities  for which  they  become  obligated  to pay to the  extent
permitted by applicable law.

         Insofar as indemnification  for liabilities  arising under the Act may
be permitted  to  directors,  officers or persons  controlling  the  Registrant
pursuant to the foregoing provisions,  the Registrant has been informed that in
the opinion of the Commission such  indemnification is against public policy as
expressed in the Act, and is therefore unenforceable.


ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

         Not applicable.


ITEM 8.  EXHIBITS

EXHIBIT         DESCRIPTION
- -------         -----------
  4.1           Certificate of Continuance of Methanex Corporation

  4.2           By-laws of Methanex Corporation (Included in Exhibit 4.1)

  4.3           Methanex Corporation Stock Option Plan 2006

  5.1           Opinion of McCarthy Tetrault LLP

  23.1          Consent of McCarthy Tetrault LLP (Included in Exhibit 5.1)

  23.2          Consent of KPMG, Independent Registered Public Accounting Firm

  24            Powers of Attorney (included on the signature pages to this
                registration statement)

<PAGE>

ITEM 9.  UNDERTAKINGS

         (a)    The undersigned Registrant hereby undertakes:

                (1)    To include any material  information with respect to the
plan of distribution not previously disclosed in the registration  statement or
any material change to such information in the registration statement;

                (2)    That, for the purpose of determining any liability under
the  Act,  each  such  post-effective  amendment  shall be  deemed  to be a new
registration  statement  relating to the securities  offered  therein,  and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

                (3)    To remove from registration by means of a post-effective
amendment any of the  securities  being  registered  which remain unsold at the
termination of the offering.

         (b)    The undersigned Registrant hereby undertakes that, for purposes
of  determining  any liability  under the Act, each filing of the  Registrant's
annual  report  pursuant to section  13(a) or section 15(d) of the Exchange Act
(and, where applicable, each filing of an employee benefit plan's annual report
pursuant  to  section  15(d)  of the  Exchange  Act)  that is  incorporated  by
reference  in  the  registration   statement  shall  be  deemed  to  be  a  new
registration  statement  relating to the securities  offered  therein,  and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

         (c)    Insofar as  indemnification  for liabilities  arising under the
Act may be permitted to  directors,  officers  and  controlling  persons of the
Registrant pursuant to the foregoing provisions,  or otherwise,  the Registrant
has been advised that in the opinion of the Commission such  indemnification is
against public policy as expressed in the Act and is, therefore, unenforceable.
In the event that a claim for  indemnification  against such liabilities (other
than the payment by the Registrant of expenses  incurred or paid by a director,
officer or controlling  person of the  Registrant in the successful  defense of
any  action,  suit or  proceeding)  is asserted  by such  director,  officer or
controlling  person in connection  with the securities  being  registered,  the
Registrant  will,  unless in the  opinion  of its  counsel  the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question  whether such  indemnification  by it is against  public policy as
expressed  in the Act and will be  governed by the final  adjudication  of such
issue.

<PAGE>

                                   SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  the
Registrant  certifies that it has  reasonable  grounds to believe that it meets
all of the  requirements  for  filing  on Form  S-8 and has  duly  caused  this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized in the City of Vancouver, Province of British Columbia, Canada,
on this 3rd day of April, 2007.

                                          METHANEX CORPORATION



                                          By: /s/ Ian Cameron
                                              ----------------------------
                                          Name:  Ian Cameron
                                          Title: Senior Vice President, Finance
                                                 and Chief Financial Officer




                               POWER OF ATTORNEY

         Each person whose signature appears below constitutes and appoints Ian
Cameron and Bruce Aitken as such person's true and lawful attorneys-in-fact and
agents, with full power of substitution and revocation,  for such person and in
such person's name,  place and stead, in any and all capacities  (until revoked
in  writing),  to  sign  any  and  all  amendments  (including   post-effective
amendments)  to this  registration  statement  and to file  the  same  with all
exhibits  thereto,  and the other documents in connection  therewith,  with the
Securities and Exchange Commission,  granting unto said  attorneys-in-fact  and
agents,  and each of them,  full power and authority to do and perform each and
every  act and  things  requisite  and  necessary  to be done,  as fully to all
intents  and  purposes  as such  person  might or could  do in  person,  hereby
ratifying and confirming all that said  attorneys-in-fact and agents, or any of
them, or their or his substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.

         Pursuant  to the  requirements  of the  Securities  Act of 1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in the
capacities indicated effective April 3, 2007:

            SIGNATURE                                 TITLE

        /s/ Bruce Aitken                Chief Executive Officer and
- ----------------------------------      Director (Principal Executive Officer)
           Bruce Aitken


         /s/ Ian Cameron                Senior Vice President, Finance,
- ----------------------------------      Chief Financial Officer (Principal
            Ian Cameron                 Financial Officer and Principal
                                        Accounting Officer)


        /s/ Howard Balloch              Director
- ----------------------------------
          Howard Balloch


       /s/ Pierre Choquette             Director
- ----------------------------------
         Pierre Choquette


        /s/ Philip H. Cook              Director
- ----------------------------------
          Phillip H. Cook


        /s/ Robert Findlay              Director
- ----------------------------------
          Robert Findlay


        /s/ Douglas Mahaffy             Director
- ----------------------------------
          Douglas Mahaffy


       /s/ A. Terence Poole             Director
- ----------------------------------
         A. Terence Poole


           /s/ John Reid                Director
- ----------------------------------
             John Reid


        /s/ Janice Rennie               Director
- ----------------------------------
           Janice Rennie


         /s/ Monica Sloan               Director
- ----------------------------------
           Monica Sloan


        /s/ Graham Sweeney              Director
- ----------------------------------
          Graham Sweeney


<PAGE>


EXHIBIT         DESCRIPTION
- -------         -----------
  4.1           Certificate of Continuance of Methanex Corporation

  4.2           By-laws of Methanex Corporation (Included in Exhibit 4.1)

  4.3           Methanex Corporation Stock Option Plan 2006

  5.1           Opinion of McCarthy Tetrault LLP

  23.1          Consent of McCarthy Tetrault LLP (Included in Exhibit 5.1)

  23.2          Consent of KPMG, Independent Registered Public Accounting Firm

  24            Powers of Attorney (included on the signature pages to this
                registration statement)
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4
<SEQUENCE>2
<FILENAME>ex4-1form_s8.txt
<DESCRIPTION>EXHIBIT 4.1
<TEXT>
                                                                    EXHIBIT 4.1
                                                                    -----------


[LOGO]   Consumer and                           Consommation
         Corporate Affairs Canada               et Corporations Canada




Certificate of Continuance                            Certificat de prorogation

CANADA BUSINESS                                      LOI REGISSANT LES SOCIETES
CORPORATIONS ACT                                  PAR ACTIONS DE REGIME FEDERAL

- --------------------------------------------------------------------------------


METHANEX CORPORATION                                        280252-0

Name of Corporation - Denomination de la societe         Number - Numero

I hereby certify that the above-            Je certifie par les presentes que
mentioned Corporation was continued         la societe mentionnee ci-haut a ete
under Section 187 of the Canada             prorogee en vertu de l'article 187
Business as set out in the attached         de la Corporations Act Loi regissant
Articles of Continuance.                    les societes par actions de regime
                                            federal, tel qu'indique dans les
                                            clauses de prorogation ci-jointes.



       Le directeur

           /s/
  ----------------------------
                                          MARCH 5, 1992/LE 5 MARS 1992

        Director                   Date of Continuance - Date de la prorogation


- --------------------------------------------------------------------------------

Canada

<PAGE>

<TABLE>
<CAPTION>
[LOGO] Industry Canada Industrie Canada


CERTIFICATE                                            CERTIFICAT
OF AMENDMENT                                           DE MODIFICATION

CANADA BUSINESS                                        LOI REGISSANT LES SOCIETES
CORPORATIONS ACT                                       PAR ACTIONS DE REGIME FEDERAL

- ---------------------------------------------------------------------------------------------

METHANEX CORPORATION                                          280252-0

<S>                                                 <C>


- ------------------------------------------------    -----------------------------------------
Name of Corporation - Denomination de la societe    Corporation number - Numero de la societe

I hereby certify that the articles of the           Je certifie que les statuts de la societe
above-named corporation were amended                susmentionnee ont ete modifies:

(a) under section 13 of the CANADA BUSINESS    [_]  a) en vertu de l'article 13 de LA LOI
CORPORATIONS ACT in accordance with the             REGISSANT LES SOCIETES PAR ACTIONS DE
attached notice;                                    REGIME FEDERAL, conformement a l'avis
                                                    ci-joint;

(b) under section 27 of the CANADA BUSINESS    [_]  b) en vertu de l'article 27 de la LOI
CORPORATIONS ACT as set out in the attached         REGISSANT LES SOCIETES PAR ACTIONS DE
articles of amendment designating a series of       REGIME FEDERAL, tel qu'il est indique dans
shares;                                             les clauses modificatrices ci-jointes
                                                    designant une serie d'actions;

(c) under section 179 of the CANADA BUSINESS   [X]  c) en vertu de l'article 179 de la LOI
CORPORATIONS ACT as set out in the attached         REGISSANT LES SOCIETES PAR ACTIONS DE
articles of amendment;                              REGIME FEDERAL, tel qu'il est indique dans
                                                    les clauses modificatrices ci-jointes;

(d) under section 191 of THE CANADA BUSINESS   [_]  d) en vertu de l'article 191 de la LOI
CORPORATIONS ACT as set out in the attached         REGISSANT LES SOCIETES PAR ACTIONS DE REGIME
articles of reorganization;                         FEDERAL, tel qu'il est indique dans les
                                                    clauses de reorganisation ci-jointes.

(e) under section 192 of the CANADA BUSINESS   [_]  e) en vertu de l'article 192 de la LOI
CORPORATIONS ACT as set out in the attached         REGISSANT LES SOCIETES PAR ACTIONS DE REGIME
articles of arrangement.                            FEDERAL, tel qu'il est indique dans
                                                    les clauses d'arrangement ci-jointes.

                                                                 JUNE 13, 1994 / LE 13 JUIN 1994
                                                        Date of Amendment - Date de modification

                Director - Directeur
- ---------------------------------------------------------------------------------------------
</TABLE>

Canada

<PAGE>

<TABLE>
<CAPTION>
                CANADA BUSINESS                            [LOGO]                LOI SUR LES SOCIETES
                CORPORATIONS ACT                                               COMMERCIALES CANADIENNES
                    FORM 11                                                           FORMULE 11
            ARTICLES OF CONTINUANCE                                             CLAUSES DE PROROGATION
                 (SECTION 181)                                                       (ARTICLE 181)
- ----------------------------------------------------------------------------------------------------------
<S>                                                     <C>
1     Name of Corporation                               Denomination de la societe

      METHANEX CORPORATION

- ------------------------------------------------- --------------------------------------------------------
2.    The place in Canada where the registered          Lieu au Canada ou doit etre situe le siege
      social office is to be situated

      Suite 1000
      1055 West Hastings Street, Vancouver, B.C. V6E 2E9

- ----------------------------------------------------------------------------------------------------------
3. -  The classes and any maximum number of             Categories et tout nombre maximal d'actions que la
      shares that the Corporation is authorized         societe est autorisee a emettre
      to issue

      The annexed Schedule 1 is incorporated in this form

- ----------------------------------------------------------------------------------------------------------
4. -  Restrictions if any on share transfers            Restrictions sur le transfer des actions s'il y a
                                                        lieu

      None

- ----------------------------------------------------------------------------------------------------------
5. -  Number (or minimum and maximum number) of         Nombre (ou nombre minimum et maximum)
      directors                                         d'administrateurs

      Minimum of 3 Maximum of 9 - The annexed Schedule 2 is incorporated in this form

- ----------------------------------------------------------------------------------------------------------
6. -  Restrictions if any on business the               Limites imposees quant aux activities que la
      corporation may carry on                          societe peut exploitter, s'il y a lieu

      None

- ----------------------------------------------------------------------------------------------------------
7. -  (1) If change of name effected, previous          (2) Details of incorporation
      name                                              (2) Details de la constitution
      (1) Si changement de denomination.
      denomination anterieure

      OCELOT INDUSRIES LTD.                              68/03/11

- ----------------------------------------------------------------------------------------------------------
8. -  Other provisions, if any                           Autres dispositions s'il y a lieu


   The annexed Schedule 3 is incorporated in this form

- ----------------------------------------------------------------------------------------------------------
Date                      Signature                   Description of Office - Description du poste
March 2, 1992             R.J. Russell                Vice-Pres., General Counsel & Secretary
- ----------------------------------------------------------------------------------------------------------
FOR DEPARTMENTAL USE ONLY                             A L'USGE DUE MINISTERE  SEULEMENT
- ----------------------------------------------------------------------------------------------------------
Corporation No. - No de la societe                    Filed - Deposee
                                    280252-0                                 March 6, 1992
- ----------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>

                        CANADA BUSINESS CORPORATIONS ACT

                                     FORM 4

                              ARTICLES OF AMENDMENT

                              (SECTIONS 27 OR 177)

- --------------------------------------------------------------------------------

1.    Name of Corporation:                           2. Corporation No.:

      METHANEX CORPORATION                              280252-0-R

- --------------------------------------------------------------------------------

3.    The articles of the above-named corporation are AMENDED AS FOLLOWS:

      PARAGRAPH 5 BE DELETED in its entirety AND the following be
      substituted in its place:

            "Minimum of 3 directors and maximum of 15 directors,  provided that
the board shall be entitled to increase their number between annual meetings to
the extent permitted by law".




- --------------------------------------------------------------------------------
Date:              Signature:                         Description of Office:
June 9th, 1994     /s/                                Officer
- --------------------------------------------------------------------------------
                   FOR DEPARTMENT USE ONLY
- --------------------------------------------------------------------------------
                                                      Filed:      June 13, 1994


<PAGE>

                             ARTICLES OF CONTINUANCE

                             OCELOT INDUSTRIES LTD.

                                  SCHEDULE 1 TO
                             ARTICLES OF CONTINUANCE

1.       The Corporation is authorized to issue:

         (a)      an unlimited  number of common shares without  nominal or par
                  value; and

         (b)      25,000,000 Preferred Shares without nominal or par value (the
                  "Preferred Shares").

2.       The common shares of the Corporation  shall have attached  thereto the
         following rights, privileges, restrictions and conditions:

         (a)      DIVIDENDS: The holders of the common shares shall be entitled
                  to receive  dividends,  if, as and when declared by the board
                  of  directors  of the  Corporation  out of the  assets of the
                  Corporation  properly  applicable to the payment of dividends
                  in such  amounts  and payable at such times and at such place
                  or places in Canada as the board of directors  may, from time
                  to time,  determine.  Subject to the rights of the holders of
                  any  other  class of shares of the  Corporation  entitled  to
                  receive  dividends  in priority to or ratably with the common
                  shares, the board of directors may, in their sole discretion,
                  declare  dividends on the common  shares to the  exclusion of
                  any other class of shares of the Corporation.

         (b)      PARTICIPATION UPON LIQUIDATION, DISSOLUTION OR WINDING UP: In
                  the event of the  liquidation,  dissolution  or winding up of
                  the  Corporation or other  distribution  of the assets of the
                  Corporation among its shareholders for the purpose of winding
                  up its  affairs,  the  holders  of the common  shares  shall,
                  subject  to the rights of the  holders of any other  class of
                  shares  of the  Corporation  to  receive  the  assets  of the
                  Corporation upon such  distribution in priority to the common
                  shares,   be   entitled   to   participate   ratably  in  any
                  distribution of the assets of the Corporation;

         (c)      VOTING  RIGHTS:  The  holders of the common  shares  shall be
                  entitled  to  receive  notice of and to attend all annual and
                  special  meetings of the  shareholders of the Corporation and
                  to one vote in respect of each common  share held at all such
                  meetings.

3.       The  Preferred  Shares  shall  carry and be subject  to the  following
         rights, restrictions, conditions and limitations:

<PAGE>

         (a)      DIRECTORS' RIGHT TO ISSUE IN ONE OR MORE SERIES:

                  The Preferred  Shares may at any time or from time to time be
                  issued in one or more series,  each series to consist of such
                  number  of  shares  as  may  before  the  issue   thereof  be
                  determined by the directors; the directors of the Corporation
                  may by  resolution  fix (subject to the  provisions  hereof),
                  from time to time before the issue thereof,  the designation,
                  rights, restrictions, conditions and limitations attaching to
                  the shares of each such series  including,  without  limiting
                  the generality of the foregoing,  the rate,  amount or method
                  of  calculation  of  preferential  dividends  (which  may  be
                  cumulative or  non-cumulative)  and whether such rate, amount
                  or  method  of  calculation  shall be  subject  to  change or
                  adjustment in the future;  the dates of payment thereof,  the
                  redemption and/or purchase prices and terms and conditions of
                  redemption  and/or  purchase,  conversion  rights,  (if any),
                  voting rights, (if any), and sinking fund or other provisions
                  and the rights of retraction, (if any), vested in the holders
                  of  Preferred  Shares of any such  series  and the prices and
                  other terms and  conditions of any rights of  retraction  and
                  whether any additional  rights of retraction may be vested in
                  such  holders  in  the  future,  the  whole  subject  to  the
                  following  provisions  and  to  the  filing  of  Articles  of
                  Amendment  pursuant to the Canada Business  Corporations  Act
                  fixing such designation, rights, restrictions, conditions and
                  limitations  attaching  to the shares of each  series and the
                  issue of a Certificate of Amendment pursuant to such Act.

         (b)      RANKING OF PREFERRED SHARES:

                  Subject to the provisions of the Canada Business Corporations
                  Act,  the  Preferred  Shares of each  series  shall rank on a
                  parity with the Preferred Shares of every other series unless
                  the resolution of the directors of the Corporation  aforesaid
                  establishing  any particular  series shall expressly  provide
                  that such series shall be subordinate in any respect  therein
                  specified to any other series of Preferred Shares, whether or
                  not issued,  and the  Preferred  Shares  shall be entitled to
                  preference over the common shares of the Corporation and over
                  any other shares ranking junior to the Preferred  Shares with
                  respect to payment of dividends and distribution of assets in
                  the event of  liquidation,  dissolution  or winding up of the
                  Corporation,  whether voluntary or involuntary,  or any other
                  distribution  of the  assets  of the  Corporation  among  its
                  shareholders  for the  purpose of winding up its  affairs and
                  may also be given such  other  preferences  not  inconsistent
                  with  paragraphs  (c) to (f) hereof over the common shares of
                  the  Corporation  and over any other shares ranking junior to
                  the Preferred Shares as may be determined in the case of each
                  series of Preferred Shares authorized to be issued.  When any
                  dividends  or amounts  payable on a repayment  of capital are
                  not paid in full,  the  Preferred  Shares of all series shall
                  participate rateably in respect of such dividends,  including
                  accumulation,  if any, in accordance  with the sum that would
                  be payable on such shares if all such dividends were declared
                  and  paid  in  full  and  on  any  repayment  of  capital  in
                  accordance  with  the sums  that  would  be  payable  on such
                  repayment  of  capital  if all sums so  payable  were paid in

<PAGE>

                  full;  provided,  however  that in the  event of there  being
                  insufficient  assets to  satisfy  in full all such  claims as
                  aforesaid,  the  claim of the  holders  of such  shares  with
                  respect  to the  return of  capital  shall  first be paid and
                  satisfied  and  any  assets  remaining  thereafter  shall  be
                  applied  towards the payment  and  satisfaction  of claims in
                  respect of dividends.  Nothing in this paragraph  shall limit
                  the right of the  Corporation  to pay a stock dividend to the
                  holders of its common shares or other shares  ranking  junior
                  to the Preferred Shares without  participation therein by the
                  holders of the Preferred Shares.

         (c)      NO PRE-EMPTIVE RIGHTS:

                  The holders of the Preferred  Shares shall not be entitled as
                  such to  subscribe  for,  purchase or receive any part of any
                  issue of shares, bonds, debentures or other securities of the
                  Corporation  now or  hereafter  authorized,  or any rights to
                  acquire  the  same,  otherwise  than in  accordance  with the
                  conversion,  exchange or other rights, if any, which may from
                  time to time  be  attached  to any  series  of the  Preferred
                  Shares.

         (d)      VOTING RIGHTS:

                  Except as otherwise  required by law, by paragraph  (f) or by
                  the provisions herein contained, the holders of the Preferred
                  Shares shall not be entitled as such to receive  notice of or
                  to attend any meeting of the  shareholders of the Corporation
                  or to vote at any such meeting.

         (e)      CREATION AND ISSUE OF ADDITIONAL SHARES:

                  So long as any of the Preferred  Shares are  outstanding  the
                  Corporation  shall not,  without  prior  approval of not less
                  than 66 2/3% of the votes cast at a meeting of the holders of
                  the Preferred  Shares  conducted in accordance with paragraph
                  (f)  below,  issue any  additional  series  of the  Preferred
                  Shares or create or issue any shares ranking prior to or on a
                  parity with the Preferred  Shares with respect to the payment
                  of  dividends or the  distribution  of assets in the event of
                  the   liquidation,   dissolution   or   winding   up  of  the
                  Corporation,  whether  voluntary  or  involuntary,  or in the
                  event of any other  distribution of assets of the Corporation
                  among its  shareholders  for the  purpose  of  winding up its
                  affairs; provided that, subject to applicable law and subject
                  to the provisions of any series of the Preferred Shares,  the
                  Corporation may at any time or from time to time without such
                  approval, (i) create additional Preferred Shares, (ii) create
                  one or more other classes of shares  ranking on a parity with
                  the Preferred Shares with respect to the payment of dividends
                  and  or  the   distribution   of   assets  in  the  event  of
                  liquidation,  dissolution  or winding up of the  Corporation,
                  whether  voluntary  or  involuntary,  or in the  event of any
                  other  distribution  of assets of the  Corporation  among its
                  shareholders for the purpose of winding up its affairs, (iii)
                  increase any maximum  number of authorized  shares of any one
                  or more of such  other  classes  of  shares,  and (iv) if all
                  dividends  on each  outstanding  series of  Preferred  Shares

<PAGE>

                  accrued to the most recently  preceding  date for the payment
                  of dividends on such series shall have been declared and paid
                  or set  apart  for  payment,  issue  shares  of  ONE OR  more
                  additional  series of the Preferred Shares or issue shares of
                  any one or more of such other classes of shares or any one or
                  more series thereof.

         (f)      AMENDMENT:

                  The preferences, priorities, rights, restrictions, conditions
                  and  limitations  attached to the Prefered  Shares as a class
                  may  be  modified,  varied,  dealt  with  or  affected  by  a
                  resolution of the board of directors and either  confirmed by
                  the written  consent  thereto by the holders of not less than
                  66 2/3% of the Preferred  Shares shown on the share  register
                  of the  Corporation as at the date of such resolution or by a
                  resolution  passed at a meeting of the  holders of  Preferred
                  Shares,  duly  called  and held  upon not less  than 21 days'
                  notice and carried by an affirmative vote of not less than 66
                  2/3% of the votes cast by holders of Preferred Shares present
                  in person or represented by proxy. If at any such meeting the
                  holders of a majority of Preferred  Shares are not present or
                  represented  by a proxy within  one-half  hour after the time
                  appointed   for  such  meeting  then  the  meeting  shall  be
                  adjourned to such date not less than 7 days thereafter and to
                  such time and place as may be designated by the chairman, and
                  not less than 7 days'  written  notice shall be given of such
                  adjourned  meeting.  At such adjourned meeting the holders of
                  Preferred Shares present or represented by proxy may transact
                  the  business for which the meeting was  originally  convened
                  and a resolution  passed thereat by the  affirmative  vote of
                  not less than 66 2/3% of the votes cast at such meeting shall
                  constitute   the  consent  or  approval  of  the  holders  of
                  Preferred  Shares.  On every poll taken at every such meeting
                  every  holder of  Preferred  Shares  shall be entitled to one
                  vote in respect of each Preferred Share held.  Subject to the
                  foregoing,  the  formalities to be observed in respect of the
                  giving  or  waiving  of notice  of any such  meeting  and the
                  conduct  thereof shall be those from time to time  prescribed
                  in the by-laws of the Corporation with respect to meetings of
                  shareholders.


<PAGE>


                             OCELOT INDUSTRIES LTD.
                                  SCHEDULE 2 TO
                             ARTICLES OF CONTINUANCE

         The board of  directors  shall  consist of such  number of  directors,
being a minimum of 3 directors  and a maximum of 9 directors,  as may from time
to time be determined by resolution of the board of directors.

         Subject to the foregoing,  the directors  may,  between annual general
meetings,  appoint one or more additional directors of the Corporation to serve
until the next annual general alerting,  but the number of additional directors
shall not at any time  exceed  one-third  of the number of  directors  who held
office at the expiration of the last annual meeting.




<PAGE>

                             OCELOT INDUSTRIES LTD.

                                  SCHEDULE 3 TO
                             ARTICLES OF CONTINUANCE

1.       (a)      The board of directors may from time to time, in such amounts
                  and on such  terms as it deems  expedient  charge,  mortgage,
                  hypothecate  or pledge all or any of the  currently  owned or
                  subsequently acquired real or personal, movable or immovable,
                  property of the  Corporation,  including book debts,  rights,
                  powers.  franchises  and  undertakings,  to  secure  any debt
                  obligations or any money borrowed, or other debt or liability
                  of the Corporation.

         (b)      The board of directors may from time to time delegate to such
                  one or more of the directors and officers of the  Corporation
                  as may be  designated  by the board all or any of the  powers
                  conferred  on the  board  above  to such  extent  and in such
                  manner as the board shall  determine at the time of each such
                  delegation.





<PAGE>


===============================================================================
                                                                       20046658
                                                           Corporate Access No.



                                    ALBERTA
                           BUSINESS CORPORATIONS ACT

                                    Form 13

                         CERTIFICATE OF DISCONTINUANCE

                              METHANEX CORPORATION
                              NAME OF CORPORATION




I HEREBY CERTIFY that the  above-mentioned  corporation was discontinued  under
Section 182 of the Business  Corporations Act and continued as specified in the
attached Notice under the laws of another jurisdiction.



                                    /s/
                                   --------------------------------------------
                                       Registrar of Corporations




                                             MARCH 5, 1992
                                   --------------------------------------------
                                        Date  of Discontinuance




         [SEAL]


===============================================================================

<PAGE>

           CERTIFIED COPY OF CERTIFICATE AND ARTICLES OF CONTINUANCE
                             METHANEX CORPORATION

         I, Ronald J. Russell,  Vice  President,  General Counsel and Corporate
Secretary of Methanex Corporation hereby certify that:

1.       attached hereto as Exhibit "A" is a true copy of:

         (i)      Certificate   of  Continuance   under  the  Canada   Business
                  Corporations Act dated March 5, 1992 certifying that Methanex
                  Corporation  was  continued  under  Section 187 of the Canada
                  Business Corporations Act; and

         (ii)     Articles of Continuance;



         IN  WITNESS  WHEREOF  I have  hereunto  set my hand  and  the  seal of
Methanex Corporation this 15th day of April, 1993.



                                              /s/
                                              ---------------------------------
                                              Ronald J. Russell
                                              Vice President, General Counsel
                                              & Corporate Secretary
                                              Methanex Corporation



<PAGE>


===============================================================================

                               --
              CANADA:            |                             No. 13,615-A
   PROVINCE OF BRITISH COLUMBIA.  >                                --------
                                 |
                               --


                                 COMPANIES ACT

                             I HEREBY CERTIFY THAT



                             OCELOT INDUSTRIES LTD.
- -------------------------------------------------------------------------------


- -------------------------------------------------------------------------------


WAS REGISTERED  UNDER THE COMPANIES ACT AS AN  EXTRA-PROVINCIAL  COMPANY ON THE
- -1st- DAY OF December __, 1977

- -------------------------------------------------------------------------------


                            GIVEN  UNDER MY HAND AND SEAL OF OFFICE AT VICTORIA,

                             PROVINCE OF BRITISH COLUMBIA, THIS   1ST   DAY OF
                                                                -------
       [SEAL]                   DECEMBER , ONE THOUSAND NINE HUNDRED
                              -----------
                                AND   seventy-seven
                                    ----------------


                                          /s/
                            ---------------------------------------------------
                                                        REGISTRAR OF COMPANIES.

===============================================================================

<PAGE>

===============================================================================
                                                                       20046658
                                                           Corporate Access No.



                                    ALBERTA

                           BUSINESS CORPORATIONS ACT


                                    Form 12


                         CERTIFICATE OF DISCONTINUANCE


                           - OCELOT INDUSTRIES LTD. -
- -------------------------------------------------------------------------------
                              NAME OF CORPORATION





I HEREBY CERTIFY THAT THE ABOVE-MENTIONED CORPORATION WAS CONTINUED, AS SET OUT

IN THE ATTACHED ARTICLES OF CONTINUANCE, UNDER SECTION 261 OF THE BUSINESS

CORPORATIONS ACT.





         [SEAL]                                 /s/
                                               --------------------------------
                                               Registrar of Corporations


                                                AUGUST 4, 1984
                                               --------------------------------
                                               Date  of Discontinuance

===============================================================================

<PAGE>

                    SPECIAL RESOLUTION TO ADOPT BY-LAW NO. 1

BY-LAW NO. 1

         BE IT RESOLVED that:

1.   By-law No. 1 in the form of Exhibit "E" to the Information Circular of the
     Company  dated June 22nd,  1984 be and is hereby  adopted,  such by-law to
     take  effect on the date of issue to the  Company  of the  Certificate  of
     Continuance under the Business Corporations Act of Alberta.

2.   The President and Secretary of the Company are  authorized and directed to
     sign By-Law No. 1 of the by-laws of the Company and to affix the corporate
     seal of the Company thereto.




                                  BY-LAW NO. 1

                         A by-law relating generally to
                        the transaction of the business
                                 and affairs of

                             OCELOT INDUSTRIES LTD.

                 (hereinafter referred to as the "Corporation")

                                 INTERPRETATION

1.   DEFINITIONS  -- In this by-law and all other  by-laws of the  Corporation,
     unless the context otherwise requires:

     (i)    "Act"  means the  Business  Corporations  Act,  Statutes of Alberta
            1981,  Chapter  B-15, as amended from time to time and any Act that
            may be substituted therefor;

     (ii)   "articles"  means the articles of continuance of the Corporation as
            from time to time amended or restated;

     (iii)  "board" means the board of directors of the Corporation;

     (iv)   "Corporation" means Ocelot Industries Ltd.

     (v)    "meeting of  shareholders"  means and includes an annual or special
            meeting of shareholders of the Corporation;

     (vi)   signing  officers" means any person authorized to sign on behalf of
            the Corporation by or pursuant to paragraph 23;

     (vii)  words  importing  the  singular  include the plural and vice versa;
            words  importing  any gender  include any other  gender;  and words
            importing persons include individuals, partnerships,  associations,
            bodies    corporate,    executors,    administrators    or    legal
            representatives and any number or aggregate of persons.

<PAGE>

                                    DIRECTORS

2.   CALLING OF AND NOTICE OF  MEETINGS  -- Meetings of the board shall be held
     at such time and on such day as the chairman of the board or the president
     may  determine,  and failing  them,  as a  vice-president  or director may
     determine. Notice of meetings of the board shall be given to each director
     not less than twenty-four  hours before the time when the meeting is to be
     held.  Each newly elected board may without  notice hold its first meeting
     for the  purposes of  organization  and the election  and  appointment  of
     officers  immediately  following the meeting of shareholders at which such
     board was elected, provided a quorum of directors be present.

3.   QUORUM -- Two directors  shall  constitute a quorum for the transaction of
     business at any meeting of directors.

4.   VOTES TO GOVERN -- At all  meetings of the board every  question  shall be
     decided by a majority of the votes cast on the question; and in case of an
     equality  of votes the  chairman  of the  meeting  shall be  entitled to a
     second or casting vote.

5.   INTEREST OF DIRECTORS  AND OFFICERS  GENERALLY IN CONTRACTS -- No director
     or officer shall be disqualified by his office from  contracting  with the
     Corporation  nor shall any contract or  arrangement  entered into by or on
     behalf of the  Corporation  with any  director  or officer or in which any
     director  or officer is in any way  interested  be liable to be voided nor
     shall any director or officer so  contracting  or being so  interested  be
     liable to account to the  Corporation  for any profit realized by any such
     contract or arrangement by reason of such director or officer holding that
     office or of the fiduciary relationship thereby established; provided that
     the director or officer  shall have  complied  with the  provisions of the
     Act.

6.   MEETINGS BY TELEPHONE -- A director  may  participate  in a meeting of the
     board or of a  committee  of the  board by  means  of  telephone  or other
     communication facilities that permit all persons participating in any such
     meeting to hear each other.

                                    OFFICERS

7.   APPOINTMENT -- The board shall appoint a president,  one or more executive
     and/or other vice-presidents and a secretary and may appoint a chairman of
     the board, a treasurer and such other officers as the board may determine,
     including one or more  assistants to any of the officers so appointed.  No
     person may hold the office of chairman of the board or president unless he
     is a director.

8.   CHAIRMAN OF THE BOARD -- The Chairman of the Board,  if any, shall preside
     at all meetings of the board and of the shareholders.

9.   PRESIDENT -- The President shall, in the absence or non-appointment of the
     Chairman  of the Board,  preside at all  meetings of  shareholders  and at
     meetings of the board. He shall have general and active  management of the
     business and affairs of the Corporation.

10.  VICE-PRESIDENT OR VICE-PRESIDENTS -- The Vice-President,  or, if more than
     one, the Vice-Presidents in order of seniority as determined by the board,
     may be vested  with all the powers and may  perform  all the duties of the
     President in the absence or inability to act of the President.

11.  SECRETARY  OR  ASSISTANT  SECRETARIES  -- The  Secretary  or an  Assistant
     Secretary  shall  attend all  meetings  of the board and all  meetings  of
     shareholders and record the proceedings thereof and all matters transacted
     and dealt with  thereat,  and shall  prepare and keep  minutes of all such
     meetings and record all votes and the minutes of all proceedings in a book
     or books to be kept for that  purpose,  and shall  perform like duties for
     any  committee  when  required.  The  Secretary,  or, in his  absence,  an
     Assistant  Secretary,  shall  give or  cause  to be  given  notice  of all
     meetings  of  shareholders  and of all  meetings  of the  board  and shall
     perform such other duties as may be prescribed by the board.

12.  TREASURER OR ASSISTANT TREASURERS -- The Treasurer or Assistant Treasurer,
     if appointed, shall keep or cause to be kept full and accurate accounts of
     receipts and  disbursements and shall deposit or cause to be deposited all
     moneys of the Corporation  with the  Corporation's  bankers,  or otherwise
     deal  with  the same as the  board  may  determine.  The  Treasurer  or an

<PAGE>

     Assistant Treasurer or Assistant  Treasurers shall disburse or cause to be
     disbursed  the funds of the  Corporation  as may be  ordered by the board,
     taking  proper  vouchers for such  disbursements,  and shall render to the
     President  and to the  board at the  regular  meetings  of the  board,  or
     whenever they may require it, an account of all  transactions as treasurer
     and of the financial position of the Corporation.

13.  OTHER POWERS AND DUTIES -- Every officer shall have such powers and duties
     as the board may  prescribe  in addition to, or in  substitution  for, the
     powers and duties provided by this by-law.

                                 INDEMNIFICATION

14.  INDEMNIFICATION  OF  DIRECTORS  AND  OFFICERS  --  The  Corporation  shall
     indemnify a director or officer of the  Corporation,  a former director or
     officer  of  the  Corporation  or a  person  who  acts  or  acted  at  the
     Corporation's  request as a director  or  officer of a body  corporate  of
     which the  Corporation is or was a shareholder or creditor,  and his heirs
     and legal representatives to the extent permitted by the Act.

15.  INDEMNITY OF OTHERS -- Except as otherwise required by the Act and subject
     to paragraph 14, the  Corporation may from time to time indemnify and save
     harmless  any person who was or is a party or is  threatened  to be made a
     party to any threatened, pending or completed action, suit or proceedings,
     whether civil,  criminal,  administrative or investigative  (other than an
     action by or in the right of the  Corporation)  by reason of the fact that
     he is or was an employee or agent of the Corporation, or is or was serving
     at the request of the Corporation as a director,  officer, employee, agent
     of or  participant  in another  corporation,  partnership,  joint venture,
     trust  or other  enterprise,  against  expenses  (including  legal  fees),
     judgments, fines and any amount actually and reasonably incurred by him in
     connection  with such action,  suit or proceeding if he acted honestly and
     in good faith with a view to the best  interests of the  Corporation,  and
     with respect to any criminal or  administrative  action or proceeding that
     is enforced by a monetary  penalty,  had reasonable  grounds for believing
     that his conduct  was  lawful.  The  termination  of any  action,  suit or
     proceeding by judgment,  order,  settlement or  conviction,  shall not, of
     itself,  create a presumption  that the person did not act honestly and in
     good faith with a view to the best interests of the Corporation, and, with
     respect to any criminal or  administrative  action or  proceeding  that is
     enforced by a monetary  penalty,  had no reasonable  grounds for believing
     that his conduct was lawful.

16.  RIGHT OF INDEMNITY NOT  EXCLUSIVE -- The  provisions  for  indemnification
     contained in the by-laws of the Corporation  shall not be deemed exclusive
     of any other rights to which those seeking indemnification may be entitled
     under  any  by-law,  agreement,  vote  of  shareholders  or  disinterested
     directors or otherwise,  both as to action in his official capacity and as
     to action  in  another  capacity  while  holding  such  office,  and shall
     continue as to a person who has ceased to be a director, officer, employee
     or agent  and shall  inure to the  benefit  of the  heirs,  executors  and
     administrators of such a person.

17.  NO LIABILITY OF DIRECTORS  OR OFFICERS  FOR CERTAIN  ACTS,  ETC.  --To the
     extent  permitted by law, no director or officer for the time being of the
     Corporation shall be liable for the acts,  receipts,  neglects or defaults
     of any other director or officer or employee or for joining in any receipt
     or act for conformity or for any loss,  damage or expense happening to the
     Corporation  through  the  insufficiency  or  deficiency  of  title to any
     property  acquired  by  the  Corporation  or  for  or  on  behalf  of  the
     Corporation or for the  insufficiency  or deficiency of any security in or
     upon which any of the moneys of or belonging to the  Corporation  shall be
     placed  out or  invested  or for  any  loss or  damage  arising  from  the
     bankruptcy,  insolvency or tortious act of any person, firm or corporation
     with whom or which any moneys,  securities  or effects  shall be lodged or
     deposited or for any loss, conversion,  misapplication or misappropriation
     of or any damage  resulting from any dealings with any moneys,  securities
     or other assets belonging to the Corporation or for any other loss, damage
     or misfortune  whatever which may happen in the execution of the duties of
     his  respective  office or trust or in  relation  thereto  unless the same
     shall  happen by or through his failure to act  honestly and in good faith
     with a view to the best  interests of the  Corporation  and in  connection
     therewith  to exercise  the care,  diligence  and skill that a  reasonably
     prudent person would exercise in comparable circumstances. If any director
     or  officer  of the  Corporation  shall be  employed  by or shall  perform
     services for the  Corporation  otherwise  than as a director or officer or
     shall be a member of a firm or a  shareholder,  director  or  officer of a
     company which is employed by or performs services for the Corporation, the
     fact of his being a  director  or  officer  of the  Corporation  shall not
     disentitle  such director or officer or such firm or company,  as the case
     may be, from receiving proper remuneration for such services.

<PAGE>

                            MEETINGS OF SHAREHOLDERS

18.  QUORUM -- At any meeting of  shareholders,  a quorum  shall be two persons
     present  in  person  or   representing  by  proxy  issued  shares  of  the
     Corporation  representing  not less than 20% of the votes  entitled  to be
     cast at such  meeting.  At any  meeting  of a single  class or  series  of
     shareholders,   unless  otherwise  stated  in  the  terms  and  conditions
     attaching  to a class or series of  shares a quorum  shall be two  persons
     present in person or  representing  by proxy issued shares of the class or
     series  representing not less than 20% of the votes entitled to be cast at
     such meeting.

19.  PERSONS  ENTITLED TO BE PRESENT -- The only  persons  entitled to attend a
     meeting of  shareholders  shall be those entitled to vote thereat and such
     others  who,  although  not  entitled  to vote  thereat,  are  entitled or
     required to attend  under the articles or the Act. Any other person may be
     permitted  to attend a meeting  of  shareholders  by the  chairman  of the
     meeting or with the consent of the meeting.

20.  VOTING -- Subject to the Act,  every  matter at a meeting of  shareholders
     shall be decided  by a show of hands  unless a ballot is  required  by the
     chairman or demanded by any person  entitled to vote. Upon a show of hands
     every person entitled to vote shall have one vote.  After a vote by a show
     of hands has been  taken the  chairman  may still  require  or any  person
     entitled  to vote may still  demand a ballot  thereon.  Whenever a vote by
     show of hands has been taken,  unless a ballot is required or demanded,  a
     declaration  by the  chairman of the meeting that the vote upon the matter
     has been carried or carried by a particular majority or not carried and an
     entry to that effect in the  minutes of the  meeting  shall be prima facie
     evidence of the result of the vote.

21.  BALLOTS  -- If a ballot is  required  by the  chairman  of the  meeting or
     demanded by any person entitled to vote, a ballot upon the matter shall be
     taken in such manner as the chairman of the meeting shall direct.

                                     GENERAL

22.  BANKING  ARRANGEMENTS -- The banking business of the  Corporation,  or any
     part thereof,  shall be  transacted  with such banks,  trust  companies or
     other  financial  institutions  as the board  may  designate,  appoint  or
     authorize from time to time by resolution  and all such banking  business,
     or any part thereof,  shall be transacted on the  Corporation's  behalf by
     such one or more officers and/or other persons as the board may designate,
     direct or  authorize  from time to time by  resolution  and to the  extent
     therein provided.

23.  EXECUTION OF INSTRUMENTS -- Contracts, documents or instruments in writing
     requiring  execution  by the  Corporation  may be signed by any two of the
     officers and  directors,  and all  contracts,  documents or instruments in
     writing  so signed  shall be  binding  upon the  Corporation  without  any
     further  authorization or formality.  The board of directors is authorized
     from time to time by  resolution to appoint any officer or officers or any
     other person or persons on behalf of the  Corporation  to sign and deliver
     either contracts, documents or instruments in writing generally or to sign
     either manually or by facsimile  signature and deliver specific contracts,
     documents or instruments  in writing.  The term  "contracts,  documents or
     instruments  in  writing"  as used  in this  by-law  shall  include  share
     certificates,  warrants, bonds, debentures or other securities or security
     instruments of the Corporation,  deeds, mortgages,  charges,  conveyances,
     transfers and assignments of property of all kinds including  specifically
     but without  limitation  transfers and  assignments  of shares,  warrants,
     bonds, debentures or other securities and all paper writings.

24.  VOTING  RIGHTS IN OTHER BODIES  CORPORATE  -- The signing  officers of the
     Corporation  may execute and deliver  proxies and arrange for the issuance
     of voting  certificates  or other  evidence of the right to  exercise  the
     voting rights  attaching to any securities held by the  Corporation.  Such
     instruments shall be in favour of such persons as may be determined by the
     officers  executing or arranging for the same. In addition,  the board may
     from time to time  direct the manner in which and the  persons by whom any
     particular  voting  rights  or  class  of  voting  rights  may or shall be
     exercised.

25.  INVALIDITY  OF  ANY  PROVISIONS  OF  THIS  BY-LAW  --  The  invalidity  or
     unenforceability  of any  provision  of this  by-law  shall not affect the
     validity or enforceability of the remaining provisions of this by-law.

<PAGE>

26.  SURRENDER AND REPLACEMENT OF SHARE CERTIFICATES -- Forthwith following the
     issue of a certificate of continuance  to the  Corporation  continuing the
     Corporation  under the Act, the board may require each  shareholder of the
     Corporation  to  surrender  to  the  Corporation  for   cancellation   all
     certificates  for shares in the capital stock of the  Corporation  held by
     the  shareholder  in exchange  for the issue to the  shareholder  of a new
     certificate for such shares that complies with the provisions of the Act.

                          REPEAL AND COMING INTO FORCE

27.  REPEAL -- The Articles of Association of the  Corporation  are repealed as
     of the coming into force or this by-law  provided  that such repeal  shall
     not affect the  previous  operation  of the  Articles  of  Association  so
     repealed  or affect  the  validity  of any act done or  right,  privilege,
     obligation or liability  acquired or incurred under or the validity of any
     contract or agreement  made pursuant to any such  Articles  prior to their
     repeal.  All  officers  and persons  acting under any Articles so repealed
     shall  continue  to  act  as if  appointed  by  the  directors  under  the
     provisions of this by-law or the Act until their successors are appointed.

28.  EFFECTIVE DATE -- This  by-law-shall  come into force on the date of issue
     of  a  certificate  of  continuance  to  the  Corporation  continuing  the
     Corporation under the Act.



                       MADE by the Board of Directors, the 14th  day of

                       June 1984.


                        /s/                             /s/
                       ---------------------------     ------------------------
                       Chairman                        Secretary

                       CONFIRMED by the Shareholders in accordance with the Act
                       the 26th day of July 1984.


                                                        /s/
                                                       ------------------------
                                                       Secretary



<PAGE>


                    SPECIAL RESOLUTION TO ADOPT BY-LAW NO. 2

BY-LAW NO. 2

     BE IT RESOLVED that:

1.   By-law No. 2 in the form of Exhibit "G" to the Information Circular of the
     Company  dated June 22nd,  1984 be and is hereby  adopted,  such by-law to
     take  effect on the date of issue to the  Company  of the  Certificate  of
     Continuance under the Business Corporations Act of Alberta.

2.   The President and Secretary of the Company are  authorized and directed to
     sign By-Law No. 2 of the by-laws of the Company and to affix the corporate
     seal of the Company thereto.



                                  BY-LAW NO. 2

     RESOLVED  that the  following be enacted as a by-law of Ocelot  Industries
Ltd. (the "Corporation") as follows:

     The Directors of the Corporation are hereby authorized from time to time

     (a)  to borrow  money upon the credit of the  Corporation  in such amounts
          and on such terms as may be deemed  expedient by  obtaining  loans or
          advances or by way of overdraft or otherwise;

     (b)  to issue or reissue debt obligations of the Corporation;

     (c)  to pledge or sell  such  debt  obligations  for such sums and at such
          prices as may be deemed expedient;

     (d)  to  mortgage,  charge,  hypothecate,  pledge  or  otherwise  create a
          security   interest  in  all  or  any  property  real  and  personal,
          immoveable and moveable,  undertaking and rights of the  Corporation,
          owned or subsequently acquired, to secure any debt obligations of the
          Corporation present or future or any money borrowed or to be borrowed
          or any other debt or liability of the Corporation present and future;

     (e)  to delegate to such officer(s), Director(s) or committee of Directors
          of the  Corporation  as the Directors may designate all or any of the
          foregoing  powers to such extent and such manner as the Directors may
          determine.

     This by-law shall remain in force and be binding upon the  Corporation  as
regards any party acting on the faith  thereof  until a copy,  certified by the
Secretary of the  Corporation,  of a by-law  repealing or replacing this by-law
shall have been received by such party and duly acknowledged in writing.


<PAGE>

            MADE by the Board of Directors, the 14th day of June 1984.



 /s/                                       /s/
- ------------------------------------      -----------------------------------
Chairman                                  Secretary

CONFIRMED by the Shareholders in accordance with the Act the 26th day of July
1984.
                                           /s/
                                          -----------------------------------
                                          Secretary



<PAGE>

        CERTIFIED COPY OF A RESOLUTION PASSED BY THE BOARD OF DIRECTORS


                            OF METHANEX CORPORATION

"BY-LAW NO. 3

         RESOLVED THAT:

         1.       By-Law No. 3, in the form attached hereto as Schedule "A", be
                  and is hereby made a by-law of the Corporation; and

         2.       By-Law No. 3, in the form attached hereto as Schedule "A", be
                  presented  to  the   shareholders   of  the  Corporation  for
                  confirmation  at the next meeting of the  shareholders of the
                  Corporation.


         I,  Randall M.  Milner,  Corporate  Counsel  and  Assistant  Corporate
Secretary  of the  METHANEX  CORPORATION  hereby  certify  that  the  foregoing
resolution  was approved by the  directors of the  Corporation  as of March 17,
1999 and that the resolution remains in full force and effect, unamended, as at
the date hereof.



         Dated the 7th day of June, 1999.



                                             /s/
                                            -----------------------------------
                                            Randall M. Milner
                                            Corporate Counsel and
                                            Assistant Corporate Secretary




<PAGE>

                                  SCHEDULE "A"

                                  BY-LAW NO. 3

                              METHANEX CORPORATION

NUMBER OF DIRECTORS

         Whenever  the  articles  provide for a minimum  and maximum  number of
directors,  the number of directors  within the stipulated  range shall be such
number,  if any, as may be  determined  from time to time by  resolution of the
board of directors.



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4
<SEQUENCE>3
<FILENAME>ex4-3form_s8.txt
<DESCRIPTION>EXHIBIT 4.3
<TEXT>
                                                                    EXHIBIT 4.3
                                                                    -----------


                              METHANEX CORPORATION

                             STOCK OPTION PLAN 2006


A.      THE PLAN

        The Stock  Option Plan 2006 (the  "Plan") is the  amended and  restated
stock  option  plan  of  Methanex   Corporation   ("Corporation"),   reflecting
amendments to and including  March 3, 2006, of the prior Incentive Stock Option
Plan.  The Plan for key  employees  and  directors of the  Corporation  and its
majority-owned subsidiaries ("subsidiaries") to purchase unissued common shares
("Shares") of the Corporation is hereby established on the terms and conditions
hereinafter set out.

B.      PURPOSE

        The purpose of the Plan is to develop the interest of key employees and
directors of the Corporation and its  subsidiaries in growth and development by
providing  them with the  opportunity  through  options on Shares to acquire an
increased financial interest in the Corporation.

C.      GRANT OF OPTIONS

        The Board of Directors of the  Corporation may from time to time in its
discretion grant to officers,  directors and other employees of the Corporation
and its subsidiaries (who in each case must be full-time employees or directors
of the  Corporation  or a  subsidiary  and who,  in the opinion of the Board of
Directors,  are key  employees or  directors),  an option to acquire all or any
part of an  allotment  of Shares of the  Corporation  upon and  subject to such
terms,  conditions and limitations as are herein contained and otherwise as the
Board of Directors may from time to time determine with respect to each option.

        The  maximum  number of Shares that may be issued from and after May 2,
2006  pursuant  to options  granted  pursuant  to this Plan is  5,250,000.  The
maximum  number of Shares  which may be reserved for issuance to, or covered by
any  option  granted  to,  any  person  shall not exceed the lower of 5% of the
outstanding issue or the maximum number permitted by the applicable  securities
laws and  regulations  of  Canada  or of the  United  States  or any  political
subdivision  of either,  and the by-laws,  rules and  regulations  of any stock
exchange or other trading  facility upon which the Shares are listed or traded,
as the case may be.

D.      EXERCISE PRICE

        The price of the Shares, upon exercise of each option granted under the
Plan,  shall be a price  fixed for such option by the Board of  Directors,  but
such price  shall be not less than the fair  market  value of the Shares on the
date the option is granted.  The fair market  value for this  purpose  shall be
deemed to be the US Dollar  equivalent of the closing price at which board lots
of the  Corporation's  Shares were traded on the Toronto Stock  Exchange on the
day  preceding  the date on which the option is granted or if no board lots are
traded on such day then the US Dollar  equivalent of the closing price at which
board lots were traded on the most recent day upon which at least one board lot
was traded on such  Exchange.  The "US Dollar  equivalent of the closing price"
shall be  determined  using the US  Dollar/Canadian  Dollar  Daily Noon Rate as
published  by the Bank of  Canada  on the same  day that the  closing  price is
established.

<PAGE>

E.      TERM

        The Shares  identified  in the option may be  purchased at such time or
times  after  the  option  is  granted  as may be  determined  by the  Board of
Directors.

        Each option,  unless sooner  terminated  in accordance  with the terms,
conditions  and  limitations  of the option,  shall  expire on a date  ("Expiry
Date") not later than ten years from the day the option was granted, which date
shall be fixed by the Board of Directors,  except that, subject to the right of
the Board of  Directors,  in its  discretion,  to  determine  that a particular
option may be exercisable during different  periods,  in respect of a different
amount or portion of shares or in a different manner:

        (a)     in the case of the  death of an  optionee  prior to the  Expiry
                Date,   the   option   will  be   exercisable   by  the   legal
                representative of such optionee, or by the person or persons to
                whom the optionee's rights under the option pass by will or the
                laws of devolution or  distribution  and descent,  prior to the
                earlier  of (i) the date  which  is one  year  from the date of
                death of such optionee (or such shorter or longer period as may
                be determined by the Board of Directors at the time of grant of
                the option), and (ii) the Expiry Date;

        (b)     if the optionee ceases,  for any reason other than death, to be
                a  director,  officer  or  employee  of  the  Corporation  or a
                director,   officer  or  employee  of  a   subsidiary   of  the
                Corporation  prior  to the  Expiry  Date,  the  option  will be
                exercisable  by the  optionee  prior to the  earlier of (i) the
                date which is one year from the date such optionee so ceases to
                be a  director,  officer or employee  of the  Corporation  or a
                director,   officer  or  employee  of  any  subsidiary  of  the
                Corporation,  or such shorter or longer  period as the Board of
                Directors may, in its discretion, determine and (ii) the Expiry
                Date.

        The retirement of any optionee who is a director of the  Corporation or
any subsidiary at any general  meeting of the Corporation or such subsidiary as
required by the constating  documents of the Corporation or the subsidiary,  as
the case may be, will not result in the  termination  of the option  granted to
such  optionee  provided  that such optionee is re-elected at such meeting as a
director of the Corporation or of such subsidiary, as the case may be.

        A change in the duties or position  of an  optionee or the  transfer of
such  optionee  from a  position  with the  Corporation  to a  position  with a
subsidiary of the Corporation,  or VICE VERSA, will not trigger the termination
of such optionee's option,  provided such optionee remains a director,  officer
or  employee  of the  Corporation  or a  director,  officer or  employee of any
subsidiary of the Corporation.

        Shares  subject  to an  option  which  is not  exercised  or  which  is
cancelled shall become available for subsequent options under the Plan.

F.      ISSUE OF SHARES

        No person shall have any of the rights of a  shareholder  in respect of
any Shares  under an option  until such  shares  have been paid for in full and
issued to such person.

<PAGE>

G.      TRANSFERABILITY

        No option shall be transferable or assignable otherwise than by will or
the laws of succession and distribution.

H.      ALTERATION OF NUMBER OF SHARES SUBJECT TO THE PLAN

        The  number  of  Shares  subject  to the  Plan  shall be  increased  or
decreased  proportionately  in the event of the subdivision or consolidation of
such  Shares  of the  Corporation,  and  in  any  such  event  a  corresponding
adjustment  shall be made  changing the number of shares  deliverable  upon the
exercise of any option  theretofore  granted  without change in the total price
applicable to the unexercised  portion of the option,  but with a corresponding
adjustment in the price for each share covered by the option. In the event that
the Corporation is reorganized or merged or  consolidated  or amalgamated  with
another corporation,  appropriate  provisions shall be made for the continuance
of the  options  outstanding  under the Plan and to prevent  their  dilution or
enlargement.

I.      ADMINISTRATION

        Within the  limitations  set forth in the Plan, the Board of Directors,
or any Committee of the Board to which such authority shall be delegated by the
Board,  is  authorized to provide for the grant and exercise of options on such
terms (which may vary as between options) as it shall determine.  All decisions
and  interpretations  made by the Board of  Directors,  or any such  committee,
shall be binding and conclusive on the Corporation  and all employees  eligible
to participate in the Plan.

J.      AMENDMENT AND TERMINATION

        The Board of Directors may at any time  terminate the Plan with respect
to any Shares not at the time subject to option, and the Board of Directors may
at any time amend any of the  provisions  of the Plan subject to obtaining  any
required  approval  of the  appropriate  stock  exchange  or  other  regulatory
authority but any such amendment may not,  without the consent of the optionee,
adversely affect or impair any option  previously  granted to an optionee under
the Plan.

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-5
<SEQUENCE>4
<FILENAME>ex5-1form_s8.txt
<DESCRIPTION>EXHIBIT 5.1
<TEXT>
                                                                     EXHIBIT 5.1
                                                                     -----------



                       [MCCARTHY TETRAULT LLP LETTERHEAD]



                                                            April 3, 2007


Securities and Exchange Commission
450 Fifth Street NW
Washington, DC 20549

Dear Sirs:

         Re:   REGISTRATION STATEMENT ON FORM S-8 OF METHANEX CORPORATION

         We have  acted  as  Canadian  counsel  to  Methanex  Corporation  (the
"Company") in connection with the filing of the  above-referenced  registration
statement (the "Registration Statement") relating to the registration of common
shares of the Company  (the  "Shares")  issuable  upon the  exercise of options
granted or to be granted under the Methanex  Corporation Stock Option Plan 2006
(the "Plan"). In connection therewith, we have considered such questions of law
and have examined and relied upon such  resolutions,  records,  certificates of
public  officials  and  officers  of the  Company  and other  documents  deemed
necessary or appropriate to enable us to render the opinion expressed below.

         Based on the foregoing,  it is our opinion that the Shares will,  upon
the exercise of such options in accordance  with the terms of the Plan, and the
receipt by the  Company of the  exercise  price  under  such  options  for such
Shares,  be validly  issued and  outstanding  as fully paid and  non-assessable
shares.

         We hereby  consent to the filing of this  opinion as an exhibit to the
Registration  Statement and to all references to our firm included in or made a
part of the Registration Statement.

                                               Yours Truly,


                                               /s/ McCARTHY TETRAULT LLP

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23
<SEQUENCE>5
<FILENAME>ex23-2form_s8.txt
<DESCRIPTION>EXHIBIT 23.2
<TEXT>
                                                                    EXHIBIT 23.2
                                                                    ------------


           CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


The Board of Directors of
Methanex Corporation


We  consent  to the use of our  report  dated  March 2,  2007  incorporated  by
reference herein.



/s/ KPMG LLP

Chartered Accountants

Vancouver, Canada
April 3, 2007

</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
-----END PRIVACY-ENHANCED MESSAGE-----
