Desc SA de CV – ‘CB/A’ on 3/18/04 re: Desc SA de CV

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Amendment to Rights/Exchange/Tender Offer Notification/Response   —   Form CB
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: CB/A        Amendment to Rights/Exchange/Tender Offer              4     16K 
                          Notification/Response                                  

Document Table of Contents

CB/A
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 UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

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

AMENDMENT NO. 2 TO FORM CB
TENDER OFFER/RIGHTS OFFERING NOTIFICATION FORM

Please place an X in the box(es) to designate the appropriate rule provision(s) 
relied upon to file this Form:                                                  

  Securities Act Rule 801 (Rights Offering)                                  [X]
  Securities Act Rule 802 (Exchange Offer)                                   [X]
  Exchange Act Rule 13e-4(h)(8) (Issuer Tender Offer)                        [ ]
  Exchange Act Rule 14d-1(c) (Third Party Tender Offer)                      [ ]
  Exchange Act Rule 14e-2(d) (Subject Company Response)                      [ ]
  Filed or submitted in paper if permitted by Regulation S-T Rule 101(b)(8)  [ ]

DESC, S.A. DE C.V.
--------------------------------------------------------------------------------
 (Name of Subject Company)

NOT APPLICABLE
--------------------------------------------------------------------------------
(Translation of Subject Company's Name into English (if applicable))

MEXICO
--------------------------------------------------------------------------------
 (Jurisdiction of Subject Company's Incorporation or Organization)

DESC, S.A. DE C.V.
--------------------------------------------------------------------------------
 (Name of Person(s) Furnishing Form)

SERIES B SHARES, WITHOUT EXPRESSION OF PAR VALUE
--------------------------------------------------------------------------------
(Title of Class of Subject Securities)

 250309101
--------------------------------------------------------------------------------
 (CUSIP Number of Class of Securities (if applicable))

 RAMON ESTRADA
 PASEO DE LOS TAMARINDOS 400-B
BOSQUES DE LAS LOMAS, 05120 MEXICO, D.F.
 011-52-555-261-8000
--------------------------------------------------------------------------------
 (Name, Address (including zip code) and
Telephone Number (including area code)
of Person(s) Authorized to Receive
Notices and Communications
 on Behalf of Subject Company)
Copies to:

 MARCH 8, 2004
--------------------------------------------------------------------------------
 (Date Tender Offer/Rights Offering Commenced)

CB/A
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PART I -  INFORMATION SENT TO SECURITY HOLDERS                                  

ITEM 1.   HOME JURISDICTION DOCUMENTS                                           

(a)  Not applicable.                                        

(b)  Not applicable.                                        

ITEM 2.   INFORMATIONAL LEGENDS                                                 

         This rights offering is made for the securities of a foreign company.
    The offer is subject to the disclosure requirements of a foreign
         country that are different from those of the United States. Financial
      statements included in the document, if any, have been prepared in
accordance with foreign accounting standards that may not be
      comparable to the financial statements of United States companies.

         It may be difficult to enforce your rights and any claim you may have
          arising under the federal securities laws, since the issuer is located
       in a foreign country, and some or all of its officers and directors
         may be residents of a foreign country. You may not be able to sue the
       foreign company or its officers or directors in a foreign court for
    violations of the U.S. securities laws. It might be difficult to
          compel a foreign company and its affiliates to subject themselves to a
U.S. court's judgment.                                      

PART II - INFORMATION NOT REQUIRED TO BE SENT TO SECURITY HOLDERS               

        (1)  The following documents are furnished as exhibits to this Form:

Exhibit No.                    Description                                      
-----------                    -----------                                      

Item                                  
----                                  

II.(1)-1.1*          English translation of press release, dated February 17,   
                2004, issued by Desc, S.A. de C.V. announcing meetings
                    regarding an increase in capital and capital restructuring
                    (incorporated herein by reference to the Form 6-K filed by
the Registrant on February 19, 2004). 

II(1)-1.2*           English translation of Notice, dated February 19, 2004,    
         issued by Desc, S.A. de C.V. announcing Special
                   Shareholders Meeting (incorporated herein by reference to
                     the Form 6-K filed by the Registrant on February 19, 2004).

II(1)-1.3*           English translation of Notice, dated February 19, 2004,    
                  issued by Desc, S.A. de C.V. announcing General Ordinary
                     And Extraordinary Shareholders Meeting (incorporated herein
                 by reference to the Form 6-K filed by the Registrant on
February 19, 2004).                   

II(1)-1.4*           English translation of press release, dated March 8, 2004, 
                     issued by Desc, S.A. de C.V. announcing resolutions adopted
                    by the applicable shareholders at the Special Shareholders
                Meeting and the General and Extraordinary Shareholders
                   Meeting of the Company held as of that date (incorporated
                     herein by reference to the Form 6-K filed by the Registrant
on March 8, 2004).                    

-------------                                                                   
* Previously filed on Form CB, dated March 8, 2004.                             

CB/A
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II(1)-1.5**          English translation of the Summary of the Resolutions      
                adopted at the Ordinary and Extraordinary Shareholders
              Meeting of Desc, S.A. de C.V., held on March 8, 2004
                    (incorporated herein by reference to the Form 6-K filed by
the Registrant on March 9, 2004).     

II(1)-1.6**          English translation of the Summary of the Notice to        
                     Shareholders of Resolutions adopted at the Special Series C
                   Shareholders Meeting of Desc, S.A. de C.V., held on March
                   8, 2004 (incorporated herein by reference to the Form 6-K
    filed by the Registrant on March 9, 2004).

II(1)-1.7**          English translation of the Notice to Shareholders of       
         Resolutions adopted at the General Ordinary and
                   Extraordinary Shareholders Meeting of Desc, S.A. de C.V.,
                    held on March 8, 2004 (incorporated herein by reference to
                 the Form 6-K filed by the Registrant on March 9, 2004).

II.(1)-1.8           English translation of a press release dated March 17,     
                    2003, issued by Desc, S.A. de C.V. announcing a Preemptive
                  Rights Offering (incorporated herein by reference to the
              Form 6-K filed by the Registrant on March 18, 2004).

(2)  Not applicable.                    

(3)  Not applicable.                    

PART III - CONSENT TO SERVICE OF PROCESS                                        

        Desc, S.A. de C.V. filed with the Commission a written irrevocable
consent and power of attorney on Form F-X. *                                    

-----------------                                                               
** Previously filed on Form CB, dated March 9, 2004.                            

CB/A
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PART IV - SIGNATURES                                                            

     After due inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and  
correct.                                                                        

                                  /s/ Arturo D'Acosta Ruiz
                                           -------------------------------------
                                     (Signature)

                                    ARTURO D'ACOSTA RUIZ
                                     CHIEF FINANCIAL OFFICER
                                           -------------------------------------
                                    (Name and Title)

                                    March 18, 2004
                                           -------------------------------------
                                    (Date)

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘CB/A’ Filing		Date		First		Last			Other Filings
Filed on:		3/18/04		3		4			6-K
		3/9/04		3					6-K,  CB,  F-X
		3/8/04		1		3			6-K,  CB,  F-X
		2/19/04		2					6-K
		2/17/04		2
		3/17/03		3
									List all Filings