Exhibit 10.3

    Certification of Principal Executive and Financial Officers
                Pursuant to 18 U.S.C. Section 1350,
                      as Adopted Pursuant to
           Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the Annual Report on Form 20-F of Empresas Tolteca de
Mexico, S.A. de C.V. (the "Company") for the year ended December 31, 2002 as
filed with the Securities and Exchange Commission on the date hereof (the
"Report"), Lorenzo H. Zambrano, as Chief Executive Officer of the Company, and
Hector Medina, as Executive Vice President of Planning and Finance of the
Company, each hereby certifies, pursuant to 18 U.S.C. ss. 1350, as adopted
pursuant to ss. 906 of the Sarbanes-Oxley Act of 2002, that, to the best of
his knowledge:

      (1) The Report fully complies with the requirements of Section 13(a) or
15(d) of the Securities Exchange Act of 1934; and

      (2) The information contained in the Report fairly presents, in all
material respects, the financial condition and results of operations of the
Company.


        /s/ Lorenzo H. Zambrano
- -------------------------------------
Name:  Lorenzo H. Zambrano
Title: Chief Executive Officer
Date:  April 8, 2003


       /s/ Hector Medina
- -------------------------------------
Name:  Hector Medina
Title: Executive Vice President of
        Planning and Finance
Date:  April 8, 2003


This certification accompanies the Report pursuant to ss. 906 of the
Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by the
Sarbanes-Oxley Act of 2002, be deemed filed by the Company for purposes of
ss.18 of the Securities Exchange Act of 1934, as amended.

A signed original of this written statement required by Section 906 has been
provided to Empresas Tolteca de Mexico, S.A. de C.V. and will be retained by
Empresas Tolteca de Mexico, S.A. de C.V. and furnished to the Securities and
Exchange Commission or its staff upon request.