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 ~~July~~August, 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* ~~Press~~ ~~Release dated~~Notice ~~July~~of ~~27,~~shareholders' ~~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: ~~July~~August 2729, 2005

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

~~Monterrey~~ As resolved by the Board of Directors of GRUPO INDUSTRIAL MASECA, NS.LA., ~~Mexico~~DE C.V., by ~~July~~this 27notice the shareholders of the Company are called to the General Extraordinary Shareholders' Meeting which shall be held on September 30, 2005 ~~New~~at 10:00 ~~York~~hours, ~~Stock~~in ~~Exchange:~~the ~~MSKBolsa~~''Trianon'' ~~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 ~~SECOND~~ GENERAL ~~QUARTER~~EXTRAORDINARY ~~2005(Peso~~SHAREHOLDERS' ~~amounts are stated in millions in constant terms as of~~MEETING ~~June 30, 2005)~~

~~RESULTS~~Proposal OFand, ~~OPERATIONS~~as the case may be, approval to voluntarily terminate the Company's American Depositary Receipt (''ADR'') program, cause the delisting of its American Depositary Shares (''ADS'') from the NYSE and deregister its ADSs and B Shares from the Securities and Exchange Commission.
~~2Q05~~Designation vsof Special Delegates to comply with, and formalize, the resolutions adopted by the Shareholders' Meeting. ~~2Q04~~
~~Sales~~Drafting, ~~volume~~reading ~~increased~~and ~~4% to 373~~approval,~~296~~ ~~metric tons during 2Q05 mainly as a~~if ~~result~~ applicable, of the ~~following:~~Minutes.

In order to proceed with the Extraordinary Shareholders' Meeting, as provided by Article 14 Bis 3, section VI, letter b) of the ''Ley del Mercado de Valores'' (1Mexican Securities Law), the ~~Increased~~documentation ~~sales~~related with the Agenda is, as of the date hereof, available to the ~~corporate~~Shareholders ~~customers;~~for review and analysis during office hours at the Company's ~~(2)~~offices ~~Increased~~located ~~sales~~at Rio de la Plata 407 Oriente, Colonia del Valle, San Pedro Garza Garcia, Nuevo Leon. In order to ~~tortilla~~have ~~manufacturers;~~the right to attend and vote at the corresponding Shareholders' Meeting, as provided by Articles 129 of the ''Ley General de Sociedades Mercantiles'' (3Mexican Corporate Law) ~~Higher~~and ~~export~~Article ~~sales~~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 ~~Gruma~~the ~~Corporation~~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. ~~Net~~The ~~sales~~deposit ~~increased~~of 5%shares, the delivery of the deposit certificate or the notices, if applicable, must be submitted to Psthe 1Company's Secretariat at Rio de la Plata 407 Oriente,~~507~~ ~~million~~Colonia del Valle, ~~reflecting~~San ~~higher~~Pedro ~~sales~~Garza Garcia, Nuevo Leon, Mexico, on ~~volume~~or ~~and~~before the business day immediately preceding to the date of the Meeting, in order to aobtain ~~lesser~~the ~~extent~~admission card. The Shareholders may be represented in the Meeting by representatives, ~~higher~~through private ~~corn~~proxies ~~flour~~or ~~prices~~through powers of attorney granted in the formats referred in Article 14 Bis, ~~which~~3 section VI, letter c), of the ~~company~~''Ley del Mercado de Valores'' ~~implemented~~(Mexican ~~selectively~~Securities ~~and~~Law), ~~gradually~~which ~~throughout~~are ~~2004~~available for the interested parties and ~~especially~~the financial ~~during~~intermediaries of the Securities Market, through the S.D. Indeval, ~~4Q04~~S.A. de C.V.

~~Cost~~Monterrey, ofNuevo ~~sales~~Leon, asAugust a29, ~~percentage~~2005 SALVADOR ofVARGAS ~~net sales improved to 71.8% compared to~~GUAJARDO ~~74.3%~~Secretary ~~as a result~~ of ~~(1)~~ the ~~aforementioned~~Board ~~price increases, (2) better cost absorption (3) lower corn costs, and (4) lower depreciation as capital expenditures has been low. In absolute terms, cost~~ of ~~sales increased 1% in connection with sales volume growth.~~Directors

Selling, general, and administrative expenses SG&A as a percentage of net sales, increased to 19.2% from 18.8% compared with second quarter 2004, and in absolute terms increased 6%. Both increases were due mainly to (1) higher freight expenses due to higher rates and increased sales to corporate customers, for whom the company usually pays freight expenses; and (2) higher advertising expenses stemming from the company's national marketing campaign.

Operating income as a percentage of net sales improved to 9.1% from 6.9% and, in absolute terms, increased 37% to Ps 137 million.

Comprehensive Financing Cost, Net, resulted in income of Ps 37 million, which represented an increase of Ps 14 million over that of second quarter 2004. This increase resulted from higher interest income in connection with higher cash balances and higher interest rates.

Provisions for income taxes and employees' profit sharing totaled Ps 50 million, compared to Ps 41 million in 2Q04. The Ps 9 million increase resulted from higher pretax income.

Majority net income increased 40% to Ps 114 million due mainly to higher operating income and higher interest income. Majority net income as a percentage of net sales increased to 7.6% from 5.6%.

FINANCIAL POSITION

June 2005 vs. June 2004

On June 30, 2005, total assets were Ps 7,414 million, 3% lower, due to (1) lower corn inventories resulting from a delay in the summer crop during 2005 and lower prices, and (2) reduced property, plant, and equipment in connection with the aforementioned write-down of the Chalco plant and depreciation exceeding capital expenditures. Total liabilities on June 30, 2005, were Ps 1,390 million, representing an increase of 5%, due mostly to mainly to higher trade accounts payable. Stockholders' equity on June 30, 2005, was Ps 6,023 million, representing a decrease of 5%

FINANCIAL RATIOS

Operational Ratios

2Q05

1Q05

2Q04

4.3

CONFERENCE CALL The company will hold a conference call to discuss its second quarter 2005 results on July 28, 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) 946-0705; international or local callers dial (719) 457-2637; the passcode for all callers is 6893234. The conference call will also be webcast live via the GRUMA corporate website, www.gruma.com. For the conference replay, please call (888) 203-1112 from the United States or Canada, or (719) 457-0820 for international or local callers; passcode 6893234. For more details, please go to the Investor Relations page of the website. The audio webcast will be archived on the site ACCOUNTING PROCEDURES All figures have been restated in Mexican pesos of constant purchasing power as of June 30, 2005, 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 2.4 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.

July 27, 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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