UNITED STATES

OMB APPROVAL

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

OMB Number:  3235-0582

Expires:    March 31, 2006

Estimated average burden hours per response......14.4

Investment Company Act file number  811-6574

The Latin American Discover Fund, Inc.

(Exact name of registrant as specified in charter)

1221 Avenue of the Americas,  New York, New York

10020

(Address of principal executive offices)

(Zip code)

Barry Fink Esq.
Morgan Stanley Investment Advisors Inc.
1221 Avenue of the Americas
New York, New York  10020

(Name and address of agent for service)

Registrant’s telephone number, including area code:  800-869-6397

Date of fiscal year end:  12/31

Date of reporting period:  6/30/04

(a)

The name of the issuer of the portfolio security;

(b)

The exchange ticker symbol of the portfolio security;

(c)

The Council on Uniform Securities Identification Procedures (“CUSIP”) number for the portfolio security;

(d)

The shareholder meeting date;

(e)

A brief identification of the matter voted on;

(f)

Whether the matter was proposed by the issuer or by a security holder;

(g)

Whether the registrant cast its vote on the matter;

(h)

How the registrant cast its vote (e.g., for or against proposal, or abstain; for or withhold regarding election of directors); and

(i)

Whether the registrant cast its vote for or against management.

Ticker:

Security ID:

MXP000511016

Meeting Date:

MAR 24, 2004

Meeting Type:

Annual

Record Date:

#

Proposal

Mgt Rec

Vote Cast

Sponsor

1

Accept Financial Statements and Statutory Reports

For

For

Management

2

Approve Allocation of Income and Dividends of USD 0.075 Per Share; Set Maximum Limit of Share Repurchase Reserve

For

For

Management

3

Elect Directors and Supervisory Board and Fix Their Remuneration

For

For

Management

4

Designate Inspector or Shareholder Representative(s) of Minutes of Meeting

For

For

Management

5

Approve Minutes of Meeting

For

For

Management

Ticker:

Security ID:

MXP000511016

Meeting Date:

FEB 4, 2004

Meeting Type:

Special

Record Date:

#

Proposal

Mgt Rec

Vote Cast

Sponsor

1

Approve MXN 26 Million Reduction in Capital for Bonus Payment to Shareholders

For

For

Management

2

Grant Board Authority to Conven an EGM in First Quarter of 2005 Re: Reduction in Capital

For

For

Management

3

Amend Article 7 Re: Reflect Changes in Capital and Compliance with Mexican Market Regulations

For

For

Management

4

Designate Inspector or Shareholder Representative(s) of Minutes of Meeting

For

For

Management

5

Approve Minutes of Meeting

For

For

Management

Ticker:

Security ID:

BRITAUACNPR3

Meeting Date:

APR 28, 2004

Meeting Type:

Annual

Record Date:

#

Proposal

Mgt Rec

Vote Cast

Sponsor

1

Authorize BRL 3.2 Billion Capital Increase Via Capitalization of Reserves

For

Did Not Vote

Management

2

Cancel 664.3 Million Company Treasury Shares

For

Did Not Vote

Management

3

Approve 1,000:1 Reverse Stock Split

For

Did Not Vote

Management

4

Approve Increase in Authorized Capital to 100 Million Ordinary Shares and 100 Million Preference Shares

For

Did Not Vote

Management

5

Approve Creation of Audit Committee; Set Committee Responsibilities

For

Did Not Vote

Management

6

Restructure of Consulting Board and International Consulting Committee

For

Did Not Vote

Management

7

Amend Articles Re: Changes in Capital, Audit Committee, and Restructuring of Consulting Boards

For

Did Not Vote

Management

8

Ammend Incentive Stock Option Plan

For

Did Not Vote

Management

9

Accept Financial Statements and Statutory Reports

For

Did Not Vote

Management

10

Approve Allocation of Income

For

Did Not Vote

Management

11

Elect Directors and Supervisory Board Members

For

Did Not Vote

Management

12

Approve Remuneration of Board Members, Executive Officer Board Members, Consulting Board and International Consulting Committee Members, and Supervisory Board Members

For

Did Not Vote

Management

Ticker:

Security ID:

05965X109

Meeting Date:

APR 20, 2004

Meeting Type:

Annual

Record Date:

MAR 24, 2004

#

Proposal

Mgt Rec

Vote Cast

Sponsor

1

APPROVAL OF THE ANNUAL REPORT, BALANCE SHEET AND CONSOLIDATED FINANCIAL STATEMENTS OF THE BANK AND ITS SUBSIDIARIES, THE INDEPENDENT REPORT OF THE EXTERNAL AUDITORS, AND THE NOTES CORRESPONDING TO THE FINANCIAL YEAR ENDING DECEMBER 31ST OF 2003.

For

For

Management

2

RESOLVE THE ALLOCATION OF 2003 NET INCOME. A DIVIDEND OF CH$1.09832343 PER SHARE WILL BE PROPOSED, WHICH IF APPROVED, WILL BE PAID ON MAY 4, 2004.

For

For

Management

3

DESIGNATION OF EXTERNAL AUDITORS.

For

For

Management

4

NOMINATION OF NEW BOARD MEMBERS: LUCIA SANTA-CRUZ, FERNANDO CANAS

For

For

Management

5

DETERMINE THE BOARD OF DIRECTORS REMUNERATION.

For

For

Management

6

APPROVAL OF THE DIRECTORS COMMITTEE S BUDGET.

For

For

Management

7

GIVE ACCOUNT OF ALL OPERATIONS SUBJECT TO ARTICLE 44 OF LAW 18,046.

For

For

Management

8

DISCUSS ANY MATTER OF INTEREST THAT CORRESPONDS TO BE DISCUSSED IN AN ORDINARY SHAREHOLDERS MEETING ACCORDING TO CURRENT LAWS AND THE BANK S BYLAWS.

For

Against

Management

9

MODIFY THE BANK S LEGAL NAME.

For

For

Management

10

ADOPT ALL MEASURES NEEDED TO PUT INTO EFFECT THE RESOLUTIONS APPROVED IN THE EXTRAODINARY SHAREHOLDERS MEETING.

For

For

Management

Ticker:

Security ID:

BRBRTOACNOR8

Meeting Date:

JAN 16, 2004

Meeting Type:

Special

Record Date:

#

Proposal

Mgt Rec

Vote Cast

Sponsor

1

Amend Articles Re: Limits for Sale of Assets

For

Did Not Vote

Management

2

Elect Supervisory Board Member

For

Did Not Vote

Management

Ticker:

Security ID:

BRBRTOACNOR8

Meeting Date:

SEP 8, 2003

Meeting Type:

Special

Record Date:

#

Proposal

Mgt Rec

Vote Cast

Sponsor

1

Amend Article 28 Re: Board of Directors

For

For

Management

2

Amend Article 47 and 49 Re: Board Comittees’ Duties

For

Against

Management

Ticker:

VNT

Security ID:

204421101

Meeting Date:

MAR 31, 2004

Meeting Type:

Annual

Record Date:

MAR 2, 2004

#

Proposal

Mgt Rec

Vote Cast

Sponsor

1

THE APPROVAL OF THE ANNUAL REPORT AND FINANCIAL STATEMENTS OF THE COMPANY FOR THE FISCAL YEAR ENDED DECEMBER 31, 2003.

For

For

Management

2

THE APPROVAL OF THE PAYMENT OF AN ORDINARY DIVIDEND FOR 2004 OF BS. 550 PER SHARE REPRESENTING US$ 2.01 PER ADS.

For

For

Management

3

AUTHORIZATION TO ISSUE BONDS AND COMMERCIAL PAPER.

For

Against

Management

4

ELECTION OF: GUSTAVO ROOSEN (PRINCIPAL) VICENTE LLATAS (ALTERNATE)

For

For

Management

5

ELECTION OF: DANIEL PETRI (PRINCIPAL) AND MIKE PAWLOWSKI (ALTERNATE)

For

For

Management

6

ELECTION OF: JOHN LACK (PRINCIPAL) AND CHARLES FALLINI (ALTERNATE)

For

For

Management

7

ELECTION OF: JOHN DOHERTY (PRINCIPAL) AND LUIS ESTEBAN PALACIOS (ALTERNATE)

For

For

Management

8

ELECTION OF: JOSE M. ORTEGA (PRINCIPAL) AND ARTURO BANEGAS (ALTERNATE)

For

For

Management

9

ELECTION OF: RICARDO HAUSMANN (PRINCIPAL) AND GERMAN GARCIA-VELUTINI (ALTERNATE)

For

For

Management

10

APPROVAL OF ESPINEIRA, SHELDON Y ASOCIADOS- MEMBER FIRM OF PRICEWATERHOUSECOOPERS, AS EXTERNAL AUDITORS FOR 2004.

For

For

Management

11

Ratify Auditors

For

For

Management

Ticker:

VNT

Security ID:

204421101

Meeting Date:

DEC 2, 2003

Meeting Type:

Special

Record Date:

#

Proposal

Mgt Rec

Vote Cast

Sponsor

1

Authorize Reduction in Share Capital Via Redemption of Shares

For

For

Management

2

Approve Distribution of Cash Dividend

For

For

Management

Ticker:

Security ID:

MXP740451010

Meeting Date:

APR 29, 2004

Meeting Type:

Annual

Record Date:

#

Proposal

Mgt Rec

Vote Cast

Sponsor

1

Accept Individual and Consolidated Financial Statements and Satutory Reports; Approve Allocation of Income

For

For

Management

2

Approve Discharge of Management Board; Elect Members to Management and Supervisory Board and Their Respective Alternates; Fix Their Remuneration

For

For

Management

3

Elect Directors to Various Board Committees; Fix Their Remuneration

For

For

Management

4

Set Aggregate Nominal Amount of Share Repurchase Reserve for Fiscal Year 2004; Approve Share Repurchase Guidelines

For

For

Management

5

Designate Shareholder Representatives of Minutes of Meeting

For

For

Management

Ticker:

Security ID:

MXP740451010

Meeting Date:

DEC 8, 2003

Meeting Type:

Special

Record Date:

#

Proposal

Mgt Rec

Vote Cast

Sponsor

1

Amend Articles

For

Against

Management

2

Designate Inspector or Shareholder Representative(s) of Minutes of Meeting

For

For

Management

Ticker:

CMXYY

Security ID:

MXP225611567

Meeting Date:

APR 29, 2004

Meeting Type:

Annual

Record Date:

#

Proposal

Mgt Rec

Vote Cast

Sponsor

1

Accept Financial Statements and Statutory Reports

For

For

Management

2

Approve Allocation of Income; Set Aggregate Nominal Amount of Share Repurchase Reserve

For

For

Management

3

Authorize Capitalization of Reserves

For

For

Management

4

Elect Directors and Supervisory Board

For

For

Management

5

Approve Remuneration of Directors and Supervisory Board

For

For

Management

6

Designate Shareholder Representative(s) of Minutes of Meeting

For

For

Management

Ticker:

CZME70

Security ID:

BRCMIGACNPR3

Meeting Date:

APR 30, 2004

Meeting Type:

Annual

Record Date:

#

Proposal

Mgt Rec

Vote Cast

Sponsor

1

Accept Financial Statements and Statutory Reports

For

Did Not Vote

Management

2

Approve Allocation of Income

For

Did Not Vote

Management

3

Approve Payment of Dividends and Interest on Capital of BRL 320.5 Million

For

Did Not Vote

Management

4

Elect Supervisory Board Members and Alternates; Fix Their Remuneration

For

Did Not Vote

Management

5

Approve Remuneration of Directors

For

Did Not Vote

Management

6

Grant Executive Officer Board Authorization to Exercise Duties Regulated Under Article 17 of Bylaws, Pending Decision of ANEEL

For

Did Not Vote

Management

7

Amend Contract Agreement Between State of Minas Gerais and Company Re: ‘Contrato de Cessao de Credito da Conta de Resultados a Compensar’; Approve New Dividend Policy

None

Did Not Vote

Shareholder

Ticker:

KOF

Security ID:

191241108

Meeting Date:

DEC 9, 2003

Meeting Type:

Special

Record Date:

#

Proposal

Mgt Rec

Vote Cast

Sponsor

1

Amend Articles to Comply with Mexican Legislation Law

For

For

Management

2

Designate Inspector or Shareholder Representative(s) of Minutes of Meeting

For

For

Management

3

Approve Minutes of Meeting

For

For

Management

Ticker:

KOF

Security ID:

191241108

Meeting Date:

MAR 9, 2004

Meeting Type:

Annual

Record Date:

FEB 9, 2004

#

Proposal

Mgt Rec

Vote Cast

Sponsor

1

ELECTION OF THE DIRECTORS, EXAMINERS, CHAIRMAN AND SECRETARY OF THE BOARD OF DIRECTORS, AND RESOLUTION WITH RESPECT TO THEIR REMUNERATION.

For

For

Management

Ticker:

SID

Security ID:

20440W105

Meeting Date:

APR 29, 2004

Meeting Type:

Annual

Record Date:

APR 12, 2004

#

Proposal

Mgt Rec

Vote Cast

Sponsor

1

CONFIRMATION OF THE REASSESSMENT OF PROPERTY, PLANT AND EQUIPMENT APPROVED IN THE ANNUAL AND SPECIAL SHAREHOLDERS MEETING HELD ON APRIL 29, 2003.

For

For

Management

2

EXAMINING THE MANAGERS ACCOUNTS, EXAMINE, DISCUSS AND VOTE THE FINANCIAL STATEMENTS AND ADMINISTRATION REPORT.

For

For

Management

3

APPROVAL OF THE DESTINATION OF THE 2003 BUSINESS YEAR S NET PROFIT AND THE DISTRIBUTION OF DIVIDENDS.

For

For

Management

4

APPROVAL OF CAPITAL BUDGET.

For

For

Management

5

ELECTION OF THE BOARD OF DIRECTOR S MEMBERS.

For

For

Management

6

ESTABLISHMENT OF THE ANNUAL GLOBAL REMUNERATION OF THE BOARD OF DIRECTORS AND OF EXECUTIVES.

For

For

Management

7

CHANGE OF THE NEWSPAPERS IN WHICH THE COMPANY PUBLISHES ITS LEGAL MATTERS.

For

For

Management

8

APPROVAL OF THE AMENDMENT OF THE 2ND ARTICLE OF THE BYLAWS.

For

For

Management

9

APPROVAL OF THE SPLIT OF SHARES REPRESENTING THE COMPANY S CAPITAL STOCK.

For

For

Management

Ticker:

SID

Security ID:

BRCSNAACNOR6

Meeting Date:

APR 29, 2004

Meeting Type:

Annual

Record Date:

#

Proposal

Mgt Rec

Vote Cast

Sponsor

1

Ratify Correction on Revaluation of Assets Approved at 4-29-03 AGM to BRL 10.8 Billion from BRL 10.5 Billion

For

Did Not Vote

Management

2

Accept Financial Statements and Statutory Reports

For

Did Not Vote

Management

3

Approve BRL 1.1 Billion Allocation of Income; Approve Distribution of BRL 471.8 Million as Dividends and BRL 245.5 Million as Interest on Capital

For

Did Not Vote

Management

4

Approve Capital Budget

For

Did Not Vote

Management

5

Elect Members to Management Board

For

Did Not Vote

Management

6

Approve Annual Global Remuneration of Directors in the Amount of BRL 28 Million

For

Did Not Vote

Management

7

Designate Newspaper to Publish Meeting Announcements

For

Did Not Vote

Management

8

Amend Articles Re: Extend Corporate Purpose and Share Capital

For

Did Not Vote

Management

Ticker:

Security ID:

204412100

Meeting Date:

APR 28, 2004

Meeting Type:

Annual

Record Date:

MAR 29, 2004

#

Proposal

Mgt Rec

Vote Cast

Sponsor

1

APPRECIATION OF THE MANAGEMENT S REPORT AND ANALYSIS, DISCUSSION AND VOTE ON THE FINANCIAL STATEMENTS FOR THE FISCAL YEAR ENDING DECEMBER 31, 2003.

For

Did Not Vote

Management

2

PROPOSAL FOR THE DESTINATION OF THE PROFITS OF THE SAID FISCAL YEAR.

For

Did Not Vote

Management

3

ESTABLISHMENT OF THE TOTAL AND ANNUAL REMUNERATION OF THE MEMBERS OF THE COMPANY S MANAGEMENT.

For

Did Not Vote

Management

4

ELECTION OF THE MEMBERS OF THE FISCAL COUNCIL AND ESTABLISHMENT OF THEIR REMUNERATION.

For

Did Not Vote

Management

5

PROPOSAL OF CAPITAL INCREASE, THROUGH THE CAPITALIZATION OF RESERVES, WITHOUT THE ISSUANCE OF SHARES, AND THE CONSEQUENT CHANGE OF THE HEAD SECTION OF ARTICLE 5 OF THE COMPANY S BY-LAWS.

For

Did Not Vote

Management

Ticker:

Security ID:

BRVALEACNPA3

Meeting Date:

APR 28, 2004

Meeting Type:

Annual

Record Date:

#

Proposal

Mgt Rec

Vote Cast

Sponsor

1

Accept Financial Statements and Statutory Reports

For

Did Not Vote

Management

2

Approve Allocation of Income

For

Did Not Vote

Management

3

Approve Annual Aggregate Remuneration of Directors

For

Did Not Vote

Management

4

Elect Supervisory Board Members and Fix Their Remuneration

For

Did Not Vote

Management

5

Authorize Increase in Capital Via Capitalization of Reserves

For

Did Not Vote

Management

Ticker:

CTC

Security ID:

204449300

Meeting Date:

JUL 11, 2003

Meeting Type:

Special

Record Date:

#

Proposal

Mgt Rec

Vote Cast

Sponsor

1

Approve Extraordinary Dividends of CLP 17.5 Per Share Charged to Retained Earnings

For

For

Management

2

Amend Article 5 to Reflect Changes in Capital Due to Capitalization of Share Premium Account

For

For

Management

3

Authorize Board to Ratify and Execute Approved Resolutions

For

For

Management

Ticker:

Security ID:

MXP3142C1177

Meeting Date:

APR 21, 2004

Meeting Type:

Annual

Record Date:

#

Proposal

Mgt Rec

Vote Cast

Sponsor

1

Accept Statutory Reports

For

For

Management

2

Accept Financial Statements

For

For

Management

3

Approve Discharge of Management Board

For

For

Management

4

Approve Allocation of Income

For

For

Management

5

Elect Directors, Supervisory Board Members, and Board Secretary

For

For

Management

6

Approve Remuneration of Directors, Supervisory Board Members, and Board Secretary

For

For

Management

7

Set Aggregate Nominal Amount of Share Repurchase Reserve

For

For

Management

8

Designate Shareholder Representatives of Minutes of Meeting

For

For

Management

9

Approve Minutes of Meeting

For

For

Management

Ticker:

Security ID:

MXP3142C1177

Meeting Date:

APR 21, 2004

Meeting Type:

Special

Record Date:

#

Proposal

Mgt Rec

Vote Cast

Sponsor

1

Approve Removal of Poison Pill Approved at 8-31-01 EGM

For

For

Management

2

Approve Cancellation of Convertible Debentures Authorized at EGM on August 31, 2001

For

For

Management

3

Cancel Company MXN 50 Million Treasury Shares; Approve Reduction in Capital

For

For

Management

4

Approve 5:1 Stock Split

For

For

Management

5

Amend Articles

For

For

Management

6

Designate Inspector or Shareholder Representative(s) of Minutes of Meeting

For

For

Management

7

Approve Minutes of Meeting

For

For

Management

Ticker:

Security ID:

BREBTPACNPR0

Meeting Date:

JUL 23, 2004

Meeting Type:

Special

Record Date:

#

Proposal

Mgt Rec

Vote Cast

Sponsor

1

Elect Management Board Members

For

Did Not Vote

Management

Ticker:

ICA

Security ID:

MXP371491046

Meeting Date:

APR 16, 2004

Meeting Type:

Annual

Record Date:

#

Proposal

Mgt Rec

Vote Cast

Sponsor

1

Accept Board of Directors’ Report

For

For

Management

2

Accept Supervisory Board Report

For

For

Management

3

Accept Audit Committee Report

For

For

Management

4

Accept Financial Statements and Statutory Reports

For

For

Management

5

Approve Allocation of Income and Dividends; Increase Reserves

For

For

Management

6

Approve Cancellation of Stock Option Plan of ICA Executives and Employees

For

Against

Management

7

Approve Board of Directors’ Proposal to Transfer Treasury Shares to Stock Plan of ICA Executives and Employees

For

Against

Management

8

Elect Management Board, Board Secretary, Supervisory Board, and Alternates Respectively

For

For

Management

9

Elect Members to Audit Committee

For

For

Management

10

Elect Members to Executive Committee

For

For

Management

11

Approve Remuneration of Directors and Supervisory Board

For

For

Management

12

Designate Shareholder Representatives of Minutes of Meeting

For

For

Management

Ticker:

ENI

Security ID:

29274F104

Meeting Date:

MAR 26, 2004

Meeting Type:

Special

Record Date:

FEB 18, 2004

#

Proposal

Mgt Rec

Vote Cast

Sponsor

1

APPROVAL OF THE REINSTATEMENT OF THE MAXIMUM CONCENTRATION LEVEL OF SHARE OWNERSHIP AND CONCENTRATION FACTOR, AS SET FORTH IN THE COMPANY S NOTICE OF MEETING ENCLOSED HEREWITH.

For

Against

Management

2

APPROVAL OF THE ESTABLISHMENT OF A PLEDGE OVER SHARES ISSUED BY CGTF FORTALEZA S.A. WHICH ARE OWNED BY ENERSIS S.A. AS SECURITY ON CREDIT OBLIGATIONS ASSUMED BY CGTF FORTALEZA S.A. WITH INTERNATIONAL FINANCE CORPORATION, AS SET FORTH IN THE COMPANY S NOT

For

Against

Management

3

APPROVAL IN ORDER TO ADOPT THE AGREEMENTS AND DELEGATION OF POWERS OF ATTORNEY REQUIRED IN ORDER TO COMPLY WITH AGREEMENTS APPROVED BY THE SHAREHOLDERS MEETING, AS SET FORTH IN THE COMPANY S NOTICE OF MEETING ENCLOSED HEREWITH.

For

For

Management

4

APPROVAL OF THE ANNUAL REPORT, FINANCIAL STATEMENTS AND REPORT OF THE EXTERNAL AUDITORS AND INSPECTORS OF THE ACCOUNTS CORRESPONDING TO THE PERIOD ENDED DECEMBER 31, 2003.

For

For

Management

5

APPOINTMENT OF INDEPENDENT EXTERNAL ACCOUNTANTS.

For

For

Management

6

APPROVAL OF THE INVESTMENT AND FINANCING POLICY.

For

For

Management

Ticker:

Security ID:

344419106

Meeting Date:

JUL 27, 2004

Meeting Type:

Special

Record Date:

JUL 13, 2004

#

Proposal

Mgt Rec

Vote Cast

Sponsor

1

SUBJECT TO THE APPROVAL OF, AND THE CONDITIONS IMPOSED BY THE MEXICAN SECURITIES COMMISSION AND IN ACCORDANCE WITH ARTICLE 81 OF THE MEXICAN SECURITIES MARKET LAW, TO INCREASE THE VARIABLE PORTION OF THE CAPITAL STOCK OF THE COMPANY, BY THE ISSUANCE OF C

For

For

Management

2

EXPRESS WAIVER BY THE SHAREHOLDERS TO THEIR PRE-EMPTIVE RIGHTS GRANTED BY ARTICLE 132 OF THE MEXICAN GENERAL CORPORATIONS LAW, TO SUBSCRIBE THE SHARES AND UNITS ISSUED IN ACCORDANCE WITH ITEM I OF THE AGENDA.

For

For

Management

3

APPROVE THE PUBLIC OFFER IN THE SECURITIES MARKETS OF MEXICO, UNITED STATES OF AMERICA AND OTHER MARKETS.

For

For

Management

4

TO AUTHORIZE THE DIRECTORS (1) TO DETERMINE THE SUBSCRIPTION PRICE PER SHARE, AND PER UNIT DURING THE PUBLIC OFFER; (2) TO DETERMINE THE AMOUNT TO BE ALLOCATED AS CAPITAL STOCK INCREASE AND AMOUNT AS SUBSCRIPTION PREMIUM PER SHARE AND PER UNIT, AND (3) T

For

For

Management

5

APPROVE THE CONDITIONS PRECEDENT FOR THE EFFECTIVENESS OF THE RESOLUTIONS ADOPTED DURING THE MEETING.

For

For

Management

6

ISSUANCE OF POWERS OF ATTORNEY TO EXECUTE THE RESOLUTIONS ADOPTED DURING THE MEETING.

For

For

Management

7

APPOINTMENT OF DELEGATES FOR THE SHAREHOLDERS MEETING.

For

For

Management

8

APPROVAL OF THE MINUTES OF THE SHAREHOLDERS MEETING.

For

For

Management

Ticker:

Security ID:

344419106

Meeting Date:

DEC 10, 2003

Meeting Type:

Special

Record Date:

#

Proposal

Mgt Rec

Vote Cast

Sponsor

1

Amend Articles Re: Compliance with Mexican Market Law

For

For

Management

2

Designate Inspector or Shareholder Representative(s) of Minutes of Meeting

For

For

Management

3

Approve Minutes of Meeting

For

For

Management

Ticker:

Security ID:

40051E202

Meeting Date:

APR 29, 2004

Meeting Type:

Annual

Record Date:

APR 8, 2004

#

Proposal

Mgt Rec

Vote Cast

Sponsor

1

APPROVAL OF THE REPORT OF THE BOARD OF DIRECTORS PURSUANT TO ARTICLE 172 OF THE GENERAL LAW OF COMMERCIAL COMPANIES.

For

For

Management

2

APPROVAL OF THE ANNUAL REPORT OF THE AUDIT COMMITTEE REGARDING ITS ACTIVITIES AS PROVIDED BY ARTICLE 14 BIS 3 OF THE SECURITIES MARKET LAW (LEY DEL MERCADO DE VALORES).

For

For

Management

3

APPROVAL OF THE REPORT OF THE STATUTORY AUDITOR.

For

For

Management

4

APPROVAL OF THE INDIVIDUAL AND CONSOLIDATED FINANCIAL STATEMENTS OF THE COMPANY FOR THE FISCAL YEAR ENDED DECEMBER 31, 2003.

For

For

Management

5

APPROVAL OF THE APPLICATION OF THE RESULTS FOR THE FISCAL YEAR ENDED DECEMBER 31, 2003.

For

For

Management

6

PRESENTATION OF THE REPORT OF THE NOMINATIONS AND COMPENSATIONS COMMITTEE.

For

For

Management

7

PROPOSAL OF THE BOARD OF DIRECTORS TO PAY AN ORDINARY CASH DIVIDEND, AS MORE FULLY DESCRIBED IN THE AGENDA.

For

For

Management

8

ELECT PRINCIPAL AND ALTERNATE DIRECTORS AND SUPERVISORY BOARD MEMBERS

For

For

Management

9

ADOPTION OF THE RESOLUTIONS REGARDING THE REMUNERATION TO BE PAID TO MEMBERS AND ALTERNATES OF THE BOARD OF DIRECTORS AND STATUTORY AUDITORS.

For

For

Management

10

APPROVAL OF THE APPOINTMENT OF DELEGATES TO FORMALIZE THE RESOLUTIONS ADOPTED IN THIS ANNUAL SHAREHOLDERS MEETING.

For

For

Management

Ticker:

Security ID:

MXP370711014

Meeting Date:

APR 29, 2004

Meeting Type:

Annual

Record Date:

#

Proposal

Mgt Rec

Vote Cast

Sponsor

1

Accept Financial Statements and Statutory Reports

For

For

Management

2

Approve Allocation of Income

For

For

Management

3

Elect Members to Management and Supervisory Boards

For

For

Management

4

Approve Remuneration of Directors and Supervisory Board Members

For

For

Management

5

Accept Director’s Report on Share Repurchase Plan; Set Limit for Share Repurchase Reserve

For

For

Management

6

Designate Inspector or Shareholder Representative(s) of Minutes of Meeting

For

For

Management

7

Approve Minutes of Meeting

For

For

Management

Ticker:

Security ID:

MXP370711014

Meeting Date:

OCT 16, 2003

Meeting Type:

Special

Record Date:

#

Proposal

Mgt Rec

Vote Cast

Sponsor

1

Approve Cash Dividend

For

For

Management

2

Designate Inspector or Shareholder Represntative(s) to Execute Dividend Distribution

For

For

Management

3

Approve Minutes of Meeting

For

For

Management

Ticker:

Security ID:

MXP370711014

Meeting Date:

APR 29, 2004

Meeting Type:

Special

Record Date:

#

Proposal

Mgt Rec

Vote Cast

Sponsor

1

Approve Merger by Absorption of Generali Mexico - Compania de Seguros S.A., and of Another Financial Firm

For

Against

Management

2

Designate Inspector or Shareholder Representative(s) of Minutes of Meeting

For

For

Management

3

Approve Minutes of Meeting

For

For

Management

Ticker:

Security ID:

MX01GF360007

Meeting Date:

JAN 7, 2004

Meeting Type:

Special

Record Date:

#

Proposal

Mgt Rec

Vote Cast

Sponsor

1

Amend Articles Re: Compliance With Mexican Market Legislation

For

Did Not Vote

Management

2

Designate Two Shareholders to Approve and Sign Minutes of Meeting

For

Did Not Vote

Management

Ticker:

Security ID:

MXP370841019

Meeting Date:

APR 30, 2004

Meeting Type:

Annual

Record Date:

#

Proposal

Mgt Rec

Vote Cast

Sponsor

1

Accept Financial Statements and Statutory Reports

For

For

Management

2

Accept Audit Committee Report

For

For

Management

3

Approve Allocation of Income

For

For

Management

4

Elect Members to Management and Supervisory Boards and Audit, Executive, and Remuneration Committees

For

For

Management

5

Approve Remuneration of Directors and Supervisory Board and Committee Members

For

For

Management

6

Authorize Board to Ratify and Execute Approved Resolutions

For

For

Management

Ticker:

TV

Security ID:

40049J206

Meeting Date:

DEC 23, 2003

Meeting Type:

Special

Record Date:

#

Proposal

Mgt Rec

Vote Cast

Sponsor

1

Amend Articles Re: Compliance with Mexican Market Law Approved on 6-2-01 and 3-19-03 Respectively

For

For

Management

2

Approve Capital Reduction Via Cancellation of Treasury Shares; Amend Article 6 Accordingly

For

For

Management

3

Designate Inspector or Shareholder Representative(s) of Minutes of Meeting

For

For

Management

Ticker:

PBR/A

Security ID:

71654V408

Meeting Date:

MAR 29, 2004

Meeting Type:

Annual

Record Date:

MAR 9, 2004

#

Proposal

Mgt Rec

Vote Cast

Sponsor

1

APPROVAL OF THE MANAGEMENT REPORT, THE FINANCIAL STATEMENTS AND AUDIT COMMITTEE S OPINION FOR THE FISCAL YEAR 2003.

For

For

Management

2

APPROVAL OF THE CAPITAL EXPENDITURES BUDGET FOR THE FISCAL YEAR 2004.

For

For

Management

3

APPROVAL OF THE DISTRIBUTION OF RESULTS FOR THE FISCAL YEAR 2003.

For

For

Management

4

APPROVAL OF THE ELECTION OF MEMBERS TO THE BOARD OF DIRECTORS, AUDIT COMMITTEE AND THEIR RESPECTIVE SUBSTITUTES, TO VOTE IN THE SAME MANNER AS THE MAJORITY OF THE SHAREHOLDERS AT THE MEETING.*

For

For

Management

5

APPROVAL OF THE INCREASE IN CAPITAL STOCK THROUGH THE INCORPORATION OF PART OF THE REVENUE RESERVES CONSTITUTED IN PREVIOUS FISCAL YEARS AMOUNTING TO R$ 13,033 MILLION, INCREASING THE CAPITAL STOCK FROM R$ 19,863 MILLION TO R$ 32,896 MILLION WITHOUT ANY

For

For

Management

6

APPROVAL OF THE INCREASE IN THE LIMIT OF AUTHORIZED CAPITAL FROM R$ 30 BILLION TO R$ 60 BILLION.

For

For

Management

7

APPROVAL OF THE ESTABLISHMENT OF THE COMPENSATION OF MANAGEMENT AND EFFECTIVE MEMBERS OF THE AUDIT COMMITTEE, AS WELL AS THEIR PARTICIPATION IN THE PROFITS.

For