United States
Securities and Exchange Commission
Washington, D.C. 20549

FORM 6-K

Report of Foreign Private ~~Issuer Pursuant~~IssuerPursuant To Rule 13a-16 or 15d-~~16 of~~16of ~~the Securities~~theSecurities Exchange Act of 1934

For the month of ~~February~~March, 2005

GRUPO INDUSTRIAL MASECA, S.A. de C.V.

(MASECA INDUSTRIAL GROUP, INC.)
(Translation of Registrant's name into English)

Calzada del Valle Ote. 407
Col. Del Valle, San Pedro Garza Garcia, N.L. Mexico 66220
(Address of principal office)

(Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.)

Form 20-F X Form 40-F ___

(Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.)

Yes ___ No X

CONTENTS* ~~Amendment~~Notice toof ~~the~~shareholders' ~~Press Release dated February 24, 2005~~meeting

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

GRUPO INDUSTRIAL MASECA, S.A. de C.V.

By /s/ Raul Alonso Pelaez Cano ___________________________ Raul Alonso Pelaez CanoChief Financial OfficerDate: ~~February~~March 2429, 2005

~~Contacts:Rogelio~~GRUPO ~~Sanchez~~INDUSTRIAL ~~(52~~MASECA, ~~81) 8399-3312rogelio_sanchez@gruma~~S.~~comLilia~~A. ~~Gomez~~DE ~~(52 81) 8399-3324lilia_gomez@gruma~~C.~~comFax:~~V. NOTICE ~~(52~~OF ~~81)~~SHAREHOLDERS' ~~8399-3359Web site: http://www.gruma.com~~MEETING

~~Monterrey~~ As resolved by the Board of Directors of GRUPO INDUSTRIAL MASECA, NS.LA., ~~Mexico~~DE C.V., by ~~February~~this 24notice the shareholders of the Company are called to the General Ordinary Shareholders' Meeting which shall be held on April 29, 2005 ~~New~~at ~~York~~15:30 hours, ~~Stock~~in ~~Exchange:~~the ~~MSKBolsa~~''Ministros'' ~~Mexicana~~Room ~~deValores:~~of ~~MASECAB~~the Sheraton Ambassador Hotel located at Ave. Hidalgo Oriente No. 310, in Monterrey, Nuevo Leon, Mexico, in order to discuss and resolve the issues contained in the following:

~~MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION FOR~~AGENDA ~~FOURTH QUARTER 2004(Peso amounts are stated in millions in constant terms as of~~ ~~December~~GENERAL ~~31,~~ORDINARY ~~2004)~~MEETING

~~RESULTS~~Discussion OFand, ~~OPERATIONS~~as the case may be, approval or amendment of the Board of Directors' report referred to in Article 172 of the ''Ley General de Sociedades Mercantiles'' (Mexican Corporate Law), for the fiscal year commencing on January 1 and ending December 31, 2004, regarding the operations of GRUPO INDUSTRIAL MASECA, S.A. DE C.V., taking into account the Statutory Auditor's report.
~~4Q04~~Presentation ~~vs.~~of ~~4Q03~~the Audit Committee's annual report, with respect to its activities pursuant to article 14 Bis 3 of the ''Ley del Mercado de Valores'' (Mexican Securities Law) and article Sixteenth of the Company's By-laws.
~~Net~~Proposal ~~Sales~~and ~~Sales~~ approval, ~~volume~~if ~~increased~~applicable, 4%of ~~during~~the application of results for the ~~quarter~~period referred asto ain ~~result~~the first matter of this Agenda, including the ~~following:~~procedure to be followed for the payment of dividends, if approved.
~~(1)~~Proposal for ~~The~~ determining ~~development~~the ofmaximum ~~new~~amount ~~types~~ of ~~corn~~funds ~~flour, which led some corporate customers~~ to ~~use~~be ~~GIMSA~~used asfor ~~their~~the ~~preferred~~repurchase ~~supplier~~of ~~(2)~~ shares ~~Increases~~of inthe ~~sales~~Company, toand ~~some~~presentation of ~~our~~the ~~corporate~~report ~~customers~~on ~~resulting~~the ~~from their~~operations ~~growth (3)~~ made ~~Increased sales coverage in rural areas related to a new supply agreement~~ with ~~DICONSA,~~ the ~~government~~Company's ~~rural~~own ~~welfare~~shares ~~program (4)~~during ~~Export~~the ~~sales~~fiscal toyear ~~Gruma Corporation~~2004.
~~Net~~Election ~~sales~~of ~~increased~~the members 5%of tothe PsBoard ~~1,507~~of ~~million,~~Directors ~~reflecting higher sales volume~~ and, tothe aStatutory ~~lesser extent~~Auditor, ~~higher~~and ~~corn flour prices. The company has been~~their ~~implementing~~ respective ~~selective~~alternates and ~~gradual~~determination ~~price~~of ~~increases~~their ~~throughout 2004 and, more importantly, during 4Q04 in order to offset higher energy and corn costs~~fees.
~~Cost~~Designation of ~~sales~~the members ~~as a percentage~~ of ~~net~~the ~~sales~~Audit ~~increased~~Committee ~~to 72.2% compared to 71.7%, resulting mainly from higher energy~~ and ~~corn~~determination ~~costs as price increases were not sufficient to offset these cost increases. In absolute terms, cost~~ of ~~sales increased~~their ~~6% in connection with sales volume growth and cost increases~~fees.
~~SG&A~~Designation ~~as a percentage~~ of ~~net sales increased slightly, from 18.1% to~~ ~~18.2%.~~ Special InDelegates ~~absolute terms, SG&A rose 6%~~ to Pscomply ~~274 million as a result of higher selling expenses stemming from the company's national marketing campaign launched at the end of 2003. To a lesser extent~~with, ~~higher freight expenses in connection with increased freight tariffs~~ and ~~additional~~formalize, ~~sales to customers pursuant to which~~ the ~~company~~resolutions ~~usually absorbs the freight expense also~~adopted ~~contributed~~ by to the ~~rise~~Shareholders' Meeting.
~~Operating~~Drafting, ~~income~~reading asand aapproval, ~~percentage of net sales decreased to 9.6% from~~if ~~10.2% in 4Q03 and~~ applicable, inof ~~absolute terms, stayed flat at Ps 145 million due to~~ the ~~cost~~ ~~and expense increases mentioned above~~Minutes.

In order to proceed to the execution of ~~Net~~the ~~Comprehensive~~Ordinary ~~Financing~~Shareholders' ~~Cost~~Meeting above notified, as provided by Articles 173 of the ''Ley General de Sociedades Mercantiles'' (Mexican Corporate Law), 14 Bis 3, section VI, letter b) of the ''Ley del Mercado de Valores'' (Mexican Securities Law) and thirty-sixth of the By-laws of the Company, the Board of Directors' report, the report of the Statutory Auditor, and the documentation related with the Agenda is, as of the date hereof, available to the Shareholders for review and analysis during office hours at the Company's offices located at Rio de la Plata 407 Oriente, Colonia del Valle, San Pedro Garza Garcia, Nuevo Leon, Mexico. In order to have the right to attend and vote at the corresponding Shareholders' Meeting, as provided by Articles 129 of the ''Ley General de Sociedades Mercantiles'' (Mexican Corporate Law) and Article 78 of the ''Ley del Mercado de Valores'' (Mexican Securities Law), the Shareholders must be registered as such in the Company's Share Registry and must deposit their shares with the Company's Secretariat or in any Mexican or Foreign Banking Institution or in any Institution for the Deposit of Securities. When the deposit is made at a Credit Institution, the Institution must issue the corresponding certificate and notify the Company's Secretariat the deposit of the shares, the name of the depositor and the depositor's representative, if applicable. If the shares are deposited in the S.D. Indeval, S.A. de C.V., this Institution must give timely notice to the Company's Secretariat regarding the number of shares that each of its depositors maintains in said Institution, indicating whether the deposit is in their own name or on account of a third party, complementing the information with the lists of names that the depositors provide. The deposit of shares, the delivery of the deposit certificate or the notices, if applicable, must be submitted to the Company's Secretariat at Rio de la Plata 407 Oriente, Colonia del Valle, San Pedro Garza Garcia, Nuevo Leon, Mexico, on or before the business day immediately preceding to the date of the Meeting, in order to obtain the admission card. The Shareholders may be represented in the Meeting by representatives, through private proxies or through powers of attorney granted in the formats referred in Article 14 Bis, 3 section VI, letter c), of the ''Ley del Mercado de Valores'' (Mexican Securities Law), which are available for the interested parties and the financial intermediaries of the Securities Market, through the S.D. Indeval, S.A. de C.V.

Items	4Q04 Ps millions	4Q03 Ps millions	Change Ps millions	Comments
Interest expense	3	3	-
Interest income	(31)	(19)	(12)	Higher outstanding cash balances and higher interest rates
Foreign exchange loss (gain)	(1)	0	(1)
Monetary position loss (gain)	37	31	6	Higher net monetary asset position
Total	8	15	(7)

Monterrey, Nuevo Leon, March 29, 2005

SALVADOR VARGAS GUAJARDO
Secretary of the Board of Directors

Taxes and Employees' Profit Sharing Provisions for income taxes and employees' profit sharing resulted in income of Ps 102 million, compared to income of Ps 24 million in 4Q03. The Ps 78 million increase resulted from a reduction of deferred taxes in connection with the reduction of the income tax rate.

As a result of the amendments to the income tax law approved on November 13, 2004, the income tax rate will be 30%, 29%, and 28% for 2005, 2006, and 2007, respectively. The modification of the tax rate mentioned above has been considered in the calculation of the 2004 deferred income tax and will result in reduced net deferred tax liability and a benefit to income for the same amount. According to Bulletin D-4, ''Accounting Treatment of Income Tax, Asset Tax and Employee's Statutory Profit Sharing'', deferred income taxes should be determined using the statutory tax rate effective when the deferred tax assets and liabilities will be recovered or settled.

Majority Net Income Majority net income increased 65% to Ps 236 million due mainly to the aforementioned deferred income tax reduction. Majority net income as a percentage of net sales increased to 15.7% from 10.0%.

FINANCIAL POSITION

December 2004 vs. September 2004

On December 31, 2004, assets totaled Ps 7,468 million, 3% higher than on September 30, 2004. The increase was due mainly to higher accounts receivable in connection with (1) increased sales to corporate customers, who usually enjoy longer payment periods, and (2) higher sales volume. Higher cash balances also contributed to the increase.

Total liabilities on December 31, 2004, were Ps 1,364 million, representing an increase of 5%, due to higher trade accounts payable in connection with the purchase of corn inventories during the winter crop harvest.

Stockholders' equity on December 31, 2004, was Ps 6,104 million, representing a 3% increase.

FINANCIAL RATIOS

Operational Ratios

4Q04

3Q04

4Q03

3.9

CONFERENCE CALL GIMSA will hold a conference call to discuss fourth quarter 2004 results on February 25, 2005, at 11:30 a.m. ET (10:30 a.m. Mexico and CT; 9:30 a.m. MT; 8:30 a.m. PT). From the United States or Canada please call (800) 475-3716; international or local callers dial (719) 457-2728. The conference call will also be web-cast live via the GRUMA corporate website, www.gruma.com. For the conference replay, please call (888) 203-1112 from the United States or Canada, (719) 457-0820 for international or local callers; pass code: 1572664. For more details, please visit the Investor Relations page of the website. The audio web-cast will be archived on the site ACCOUNTING PROCEDURES All figures have been restated in Mexican pesos of constant purchasing power as of December 31, 2004, and were prepared in accordance with Mexican generally accepted accounting principles, commonly referred to as ''Mexican GAAP''. The restatement was prepared using factors derived from the Mexican National Consumer Price Index

ABOUT GIMSA

Founded in 1949, GIMSA, S.A. de C.V., is the world's largest producer of corn flour. GIMSA is engaged principally in the production, distribution, and sale of corn flour in Mexico under the MASECA® brand name. GIMSA owns 17 production facilities located throughout the country and has an estimated annual corn flour capacity of 2.3 million metric tons. GIMSA's corn flour is used mainly in the preparation of tortillas and other related products. This report may contain certain forward-looking statements and information relating to GIMSA, S.A. de C.V., that are based on the beliefs of its management as well as assumptions made by and information then available to GIMSA. Such statements reflect the views of GIMSA with respect to future events and are subject to certain risks, uncertainties, and assumptions. Many factors could cause the actual results, performance, or achievements of GIMSA to be materially different from historical results or any future results, performance, or achievements that may be expressed or implied by such forward-looking statements. Such factors include, among others, changes in economic, political, social, governmental, business, or other factors globally or in Mexico, as well as world and domestic corn prices. If one or more of these risks or uncertainties materializes, or underlying assumptions are proven incorrect, actual results may vary materially from those described herein as anticipated, believed, estimated, expected, or targeted. GIMSA does not intend, and undertakes no obligation, to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.

February 24, 2005

Comision Nacional Bancaria y de Valores Avenida Insurgentes Sur # 1971 Colonia Guadalupe Inn Delegacion Alvaro Obregon Mexico, D.F. C.P. 01020

At'n: Karla Siller Ojeda Chief Supervisor for Issuers

We, ROBERTO GONZALEZ BARRERA and JUAN ANTONIO QUIROGA GARCIA, Chief Executive Officer and Senior Corporate Controller, respectively, of GRUPO INDUSTRIAL MASECA, S.A. DE C.V. (the ''Issuer''), in accordance with article 33, section II of the Disposiciones de Caracter General Aplicables a las Emisoras de Valores y a Otros Participantes del Mercado de Valores (''Mexican General Applicable Rules for Securities Issuers and Other Participants in the Securities Market''), hereby state under oath that, within the scope of our duties, we prepared the information contained in this quarterly report which, to the best of our knowledge, fairly presents the Issuer's condition. Furthermore, we state that we do not have knowledge of omitted or untrue material information in this quarterly report or that it contains information that might mislead investors. GRUPO INDUSTRIAL MASECA, S.A. DE C.V. /s/ ____________________________ Name: Roberto Gonzalez Barrera Title: Chief Executive Officer /s/ _______________________________ Name: Juan Antonio Quiroga Garcia Title: Senior Corporate Controller

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