In compliance with article 14 Bis 3 of the Mexican Securities Law and article Sixteen of the Company’s bylaws, and on behalf of the audit committee, I hereby inform you of our activities undertaken in the period beginning April 2004 and ending March 2005. In the execution of our duties we have adhered to the recommendations contained in the Code of Best Corporate Practices and the applicable U.S. laws and regulations. Furthermore, in accordance with Mexican Securities Law, we required the statutory auditor of the Company to attend the meetings of the audit committee.

During the aforementioned period, we performed the following activities:

1. We reviewed the work plans of the different services rendered by the independent auditors, as well as the economic proposals, and approved them in their totality.

2. In the interviews and meetings of the audit committee with the independent auditors, we verified that the independent auditors complied with the requirements of independence and rotation of supervisory personnel. We also reviewed with them, and with the Company’s management, their comments on the internal control they developed as part of their duties, as well as the procedures for and scope of their audit for the fiscal years 2004 and 2003.

3. Together with the management and the independent auditors, we reviewed the Form 20-F for fiscal year 2003, which was filed with the Securities and Exchange Commission (SEC) in a complete and timely manner.

4. We reviewed the Company’s quarterly financial information corresponding to the fiscal year 2004 and did not detect any irregularities therein; thus, we approved its presentation to the Board of Directors and its publication.

5. We reviewed the Company’s audited financial statements as of December 31, 2004; the auditors’ report; and the accounting principles used in their preparation. After having reviewed with the independent auditors as well as with the Company’s management the independent auditors’ comments, we recommended to the Board of Directors that they be approved in order for the report to be submitted to the shareholders’ meeting.

6. We reviewed the organizational structure, working plans, and quarterly reports of functions performed by the Company’s internal auditing department, and we formalized the establishment of the internal control committees in the corporate area, as well as in each of the Company’s subsidiaries. Furthermore, the follow-up reports of the observations found were brought before us, and we did not find any material issues to comment on.

7. The management and the independent auditors promptly informed the audit committee of related-party transactions and extraordinary material transactions, and we did not have any observations or comments on those matters.

8. We requested and evaluated a report from the Company’s legal department on the legal status of the Company. This report included corporate documentation, governmental authorizations, litigation, environmental issues, and control mechanisms implemented to comply with all the laws applicable to the Company and its subsidiaries. We did not have any significant observations, and we recommended that the Company follow up the observations made to such report.

9. We reviewed and approved the independent auditors’ and the management’s work plans regarding the Company’s internal control system certification project. The audit committee reviews the progress of the internal control certification project on a quarterly basis.

10. In reference to the project regarding the direct communication channel between officers and employees and the audit committee, the Company’s management concluded its implementation for the Company’s subsidiaries in the United States in fiscal year 2004; for the rest of the operations the implementation will conclude in fiscal year 2005. We do not have any observations regarding the communication channel project, the reports of which the audit committee reviews quarterly.

11. We reviewed the Company’s code of ethics and recommended its implementation, which was carried out during fiscal year 2004.

Dr. Eduardo Livas Cantú
Chairman of the Audit Committee

The management of GRUMA, S.A. de C.V., has prepared and is responsible for the integrity of the consolidated financial statements and related information contained in this annual report. The financial statements, which include some amounts based on judgment, have been prepared in conformity with generally accepted accounting principles, which have been consistently applied.

The company maintains an effective internal control structure supported by comprehensive systems and control procedures, a program of selecting and training qualified staff, and written policies that are communicated to all personnel through appropriate channels. Management believes that these controls provide reasonable assurance to shareholders, the financial community, and other interested parties that transactions are executed in accordance with management authorization; that accounting records are reliable as a basis for the preparation of the consolidated financial statements; and that assets are safeguarded from loss or unauthorized use. An important element of the control environment is an ongoing internal audit program.

PricewaterhouseCoopers, S.C., independent accountants, have audited the consolidated financial statements as described in their report. The report expresses an independent opinion on the fairness of management’s presentation of the company’s financial statements and, in so doing, provides an objective assessment of the manner in which management executes its responsibility for fairness and accuracy in financial reporting.

Roberto González Barrera
Chairman and CEO

Juan Quiroga
Chief of staff

Monterrey, N.L., February 21, 2005

To the Stockholders of Gruma, S.A. de C.V.

We have audited the consolidated balance sheets of Gruma, S.A. de C.V. and subsidiaries as of December 31, 2004 and 2003, and the related consolidated statements of income, of changes in stockholders’ equity and of changes in financial position for the years then ended. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

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

As described in Note 3.K, beginning January 1, 2004, Statement C-15“Impairment in the Value of Long-Lived Assets and their Disposal” became effective. This Statement was issued by the Mexican Institute of Public Accountants (MIPA); likewise, as described in Notes 3.M and 8, in 2004 the Company adopted in advance the provisions of Statements C-10 “Derivative Financial Instruments and Hedging Transactions” and B-7, “Acquisition of Businesses”, issued also by the MIPA, with the effects described in the abovementioned notes.

In our opinion, the aforementioned consolidated financial statements present fairly, in all material respects, the financial position of Gruma, S.A. de C.V. and subsidiaries at December 31, 2004 and 2003, and the results of their operations, the changes in their stockholders’ equity and the changes in their financial position for the years then ended, in conformity with accounting principles generally accepted in Mexico.

PricewaterhouseCoopers
C.P. Sergio Aguirre Reyna
Audit Partner

Back to top