E4-2554. Issuer Delisting; Notice of Application of Internacional de Ceramica, S.A. de C.V. To Withdraw its American Depositary Shares (Each American Depositary Share Representing Five Limited Voting Units), Limited Voting Units (Which Consist of ...

October 4, 2004

On September 14, 2004, Internacional de Ceramica, S.A. de C.V., a Mexican corporation (“Issuer”), has filed an application with the Securities and Exchange Commission (“Commission”), pursuant to Section 12(d) of the Securities Exchange Act of 1934 (“Act”) ^[1] and Rule 12d2-2(d) thereunder,^[2] to withdraw its American Depositary Shares (Each American Depositary Share Representing Five Limited Voting Units), Limited Voting Units (which consist of one Series D and one Series L Shares), Series D Shares, no par value, and Series L Shares, no par value) (“Securities”), from listing and registration on the New York Stock Exchange, Inc. (“NYSE” or “Exchange”).

The Board of Directors (“Board”) of the Issuer approved a resolution on September 8, 2004 to withdraw the Issuer's Securities from listing on the NYSE. The Board stated that following reasons factored into its decision to withdraw the Issuer's Securities from the Exchange: (i) The dramatically increasing costs associated with the preparation and filing of the Issuer's periodic reports with the Commission and other expenses related to listing the Securities on the NYSE; (ii) the limited number of registered holders resident in the United States; (iii) the lack of analyst coverage and minimal liquidity in trading of the Securities; (iv) the infrequent trading of the Securities on the NYSE and the likelihood that such trading volume would not increase materially in the foreseeable future; (v) the costs associated with the continued listing of Securities are disproportionately high, given the limited trading volume; (vi) the limited voting units underlying the Securities will continue to be listed and traded on the Bolsa Mexicana de Valores, S.A. de C.V. (“Bolsa”); (vii) the belief of the Issuer that concentration of its Securities on the Bolsa alone rather than on two different trading markets will improve liquidity in and trading of its Securities; and (viii) the benefits associated with maintaining listing and registration in the United States are outweighed by the costs of maintaining the listing and registration.

The Issuer stated in its application that it has complied with all the applicable laws in effect in Mexico, in which it is incorporated, and with the NYSE's rules governing an issuer's voluntary withdrawal of a security from listing and registration. The Issuer stated in its application that it has met the requirements of the NYSE rules governing an issuer's voluntary withdrawal of a security from listing and registration.

The Issuer's application relates solely to the Securities' withdrawal from listing on the NYSE and from registration under section 12(b) of the Act,^[3] and shall not affect its obligation to be registered under section 12(g) of the Act.^[4]

Any interested person may, on or before October 27, 2004, comment on the facts bearing upon whether the application has been made in accordance with the rules of the NYSE, and what terms, if any, should be imposed by the Commission for the protection of investors. All comment letters may be submitted by either of the following methods:

Electronic Comments

• Send an e-mail to [e-mail]. Please include the File Number 333-12776 or;

Paper Comments

• Send paper comments in triplicate to Jonathan G. Katz, Secretary, Securities and Exchange Commission, 450 Fifth Street, NW., Washington, DC 20549-0609.

All submissions should refer to File Number 1-11863. This file number should be included on the subject line if e-mail is used. To help us process and review your comments more efficiently, please use only one method. The Commission will post all comments on the Commission's Internet Web site (http://www.sec.gov/​rules/​delist.shtml). Comments are also available for public inspection and copying in the Commission's Public Reference Room, 450 Fifth Street, NW., Washington, DC 20549. All comments received will be posted without change; we do not edit personal identifying information from submissions. You should submit only information that you wish to make available publicly.

The Commission, based on the information submitted to it, will issue an order granting the application after the date mentioned above, unless the Commission determines to order a hearing on the matter.

For the Commission, by the Division of Market Regulation, pursuant to delegated authority. ^[5]

Jonathan G. Katz,

Secretary.

Footnotes

1.  15 U.S.C. 78 l (d).

2.  17 CFR 240.12d2-2(d).

3.  15 U.S.C. 78 l (b).

4.  15 U.S.C. 78 l (g).

5.  17 CFR 200.30-3(a)(1).