Lucy:

Following please find our Corporate Lawyers comments to the changes you
requested to the Guaranty we are working on:

1.	Recitals.  We do not see why it would be necessary to add that
"The Guarantor will directly or indirectly benefit from the
Transactions between the Beneficiary and PMI".  Please explain.

2.	Section 1.  Considering that Pemex normally needs 5 business
days to request funds in foreing currencies to the Central Bank, we
need to change the payment date to be 5 Business Days after receipt of
the Payment Demand instead of 3 days.

3.	Section 6. Jurisdiction.  We think that New York Jurisdiction is
a good option and probably the most experienced in terms of derivatives
trading, and therefore we prefer to keep the "exclusive" jurisdiction
of any federal court sitting in the Borough of Manhattan.

The rest of your comments are acceptable to us.  Carlos Riveroll will
be sending you PMI?s comments to the amendment to the MSA, so we can
finalize this as soon as posible.

Best regards,

Martha Navarro

 - WINMAIL.DAT