Corimon C.A. S.A.C.A.

Mar. 22, 1993

INQUIRY LETTER

Sullivan & Cromwell

1701 Pennsylvania Avenue, N.W.

Washington, D.C. 20006-5805

(202) 956-7500

March 12, 1992

Securities and Exchange Commission,

450 Fifth Street, N.W.,

Washington, D.C. 20549.

Attention: Richard M. Kosnik, Chief,

Office of International Corporate Finance

Division of Corporation Finance

Re: Corimon C.A. S.A.C.A.

Dear Sirs:

Corimon C.A. S.A.C.A., a Venezuelan company (the "Company"), proposes to register under Section 12(b) of the Securities Exchange Act of 1934 (the "Exchange Act") its American Depositary Shares ("ADSs") and Common Shares, nominal value Bs. 10 per share ("Common Shares"). Each ADS represents 25 Common Shares. The ADSs are issued pursuant to a Deposit Agreement, dated as of November 14, 1991 (the "ADS Deposit Agreement"), among the Company, Morgan Guaranty Trust Company of New York, as depositary (in such capacity, the "ADS Depositary"), and the holders from time to time of the American Depositary Receipts ("ADRs") issued thereunder. In connection with establishing this sponsored ADR facility, the ADSs were registered on Form F-6 (File No. 33-43456) (the "Form F-6").

It is anticipated that the ADSs will be listed on the New York Stock Exchange. In connection with the proposed registration and listing of the ADSs, the Company proposes to offer ADSs to the holders (the "Exchange Offerees") of an existing series of Global Depositary Shares (the "Restricted GDSs") also representing Common Shares in a registered exchange offer (the "Exchange Offer"). The Restricted GDSs were issued and sold in an international offering made pursuant to Rule 144A and Regulation S under the Securities Act of 1933 (the "Securities Act") that was completed in February 1992. The Exchange Offer is designed to offer the Exchange Offerees, which are currently holding restricted securities, the liquidity provided by securities registered under the Securities Act and listed on the New York Stock Exchange.

This letter is to request confirmation that subsequent resales of ADSs, and the Common Shares underlying the ADSs, acquired by the Exchange Offerees in the Exchange Offer will be viewed by the staff of the Securities and Exchange Commission no differently from resales by non-affiliated purchasers after completion of any registered offering of securities and, therefore, that resales of such ADSs and Common Shares by the Exchange Offerees may be effected without any further registration under the Securities Act or the delivery of a prospectus.

We understand the facts to be as follows:

The Company

The Company is one of the largest privately-owned industrial companies in Venezuela. The Company, through its operating subsidiaries, is engaged in four principal business activities: (1) the manufacture of paints, roofing materials and other related products for construction and for building maintenance (35.5% of fiscal 1992 sales); (2) the manufacture of chemicals, primarily specialty chemicals, including synthetic resins used in paints and coatings, plastics and related products, and adhesives and gums used in the manufacture of various products (24.1% of fiscal 1992 sales); (3) the manufacture of flexible packaging and other packaging materials and labels for foods, beverages and other industrial and consumer goods and the manufacture of inks and related products for the graphic arts industry (22.3% of fiscal 1992 sales); and (4) the production of fruit juices and dairy products (18.1% of fiscal 1992 sales).

In the fiscal year ended March 31, 1992, the Company and its consolidated subsidiaries had net sales of Bs. 16,270 million (approximately U.S. $273.4 million) ¹ and net income of Bs. 950 million (approximately U.S. $16 million), with total assets at March 31, 1992 of Bs. 24,272 million (approximately U.S. $429.6 million) and total personnel at that date of over 4,000. For the six months ended September 30, 1992, the Company and its consolidated subsidiaries had net sales of Bs. 9,814 million (approximately U.S. $147.1 million) and net income of Bs. 544.8 million (approximately U.S. $8.2 million), with total assets at September 30, 1992 of Bs. 28,366 million (approximately U.S. $408 million). At September 30, 1992, the Company had an equity market capitalization of Bs. 28,564 million (approximately U.S. $411 million), the third largest market capitalization of all industrial companies listed on the Caracas Stock Exchange.

The Company is currently exempt from reporting under the Exchange Act pursuant to Rule 12g3-2(b) but will become a reporting company under the Exchange Act as a result of the proposed registration of the ADSs and Common Shares and the Exchange Offer.

Capital Structure and Principal Shareholders

Prior to March 1, 1993, the capital stock of the Company was divided into two series of shares: Series A Shares (the "Series A Shares") and Series B Shares (the "Series B Shares"), each with a nominal value of Bs. 10 per share. The holders of Series A Shares and Series B Shares had equal rights and obligations, including dividend and voting rights. However, pursuant to the Companys charter, Series A Shares had to represent a minimum of 60% of the Companys capital stock, and only persons deemed to be Venezuelan investors and persons of "neutral capital" (personas de capital neutro) (both as defined by Venezuelan law) could hold Series A Shares. Venezuelan law classifies as persons of neutral capital certain international organizations, including the International Finance Corporation ("IFC") and the Inter-American Development Bank. Foreign investors could hold up to 40% of the capital stock of the Company in the form of Series B Shares only. The holders of Series A Shares and Series B Shares had equal rights and obligations.

On March 1, 1993, the shareholders of Corimon approved an amendment to the Companys corporate charter, which was effective March 5, 1993, to consolidate the Series A Shares and Series B Shares as a single series of Common Shares. Following the amendment, there are no restrictions on the foreign ownership of Common Shares.

As of February 28, 1993, the Company had outstanding 694,568,351 Common Shares. Of these shares, 436,060,537 Shares (approximately 62.8% of the total number of Common Shares) are owned, directly or indirectly, by Hans Neumann (approximately 9.5%) and the descendants of Lotar Neumann (approximately 24.6%), the co-founders of the Company, by the heirs of Miguel Neumann (approximately 15.1%) ² and by entities controlled by the Polar Group of Venezuela (approximately 13.5%). Directors and officers of the Company, excluding the entities named above, ³ own an aggregate of approximately 7,627,102 Common Shares, or approximately 1.1% of the total number of Common Shares.

The Prior Offering

On February 12, 1992, a primary international offering (the "Prior Offering") of 2,600,000 Restricted GDSs was completed by the Company. Of these Restricted GDSs, 1,800,000 were offered in the United States and elsewhere outside Venezuela pursuant to Rule 144A and Regulation S under the Securities Act, with a syndicate of underwriters managed by Merrill Lynch & Co. and IFC acting as purchasers (the "International Purchasers"), and the remaining 800,000 Restricted GDSs were offered in Venezuela pursuant to Regulation S under the Securities Act, with a syndicate of underwriters managed by Merinvest Sociedad de Corretaje C.A. and Citibank, Mercado de Capitales, C.A. acting as purchasers (the "Venezuelan Purchasers").

The Common Shares underlying the Restricted GDSs sold in the Prior Offering were deposited with a custodian pursuant to a Deposit Agreement (the "GDS Deposit Agreement"), among the Company, Citibank, N.A., as depositary (in such capacity, the "GDS Depositary"), and all holders from time to time of the Global Depositary Receipts (the "Restricted GDRs") issued thereunder. ⁴ Restricted GDRs evidence Restricted GDSs. Each Restricted GDS represents 25 Common Shares.

The Restricted GDSs offered in the Prior Offering were sold by the Company to the International Purchasers, who resold such Restricted GDSs to qualified institutional buyers ("QIBs") or to certain persons in offshore transactions, and to the Venezuelan Purchasers, who resold such Restricted GDSs to certain persons in Venezuela. Pursuant to the terms of the Restricted GDSs, the holders thereof may offer, sell, pledge or otherwise transfer the Restricted GDSs only (1) to a person whom the seller reasonably believes is a qualified institutional buyer in a transaction meeting the requirements of Rule 144A, (2) in a transaction outside the United States in accordance with Regulations S or (3) pursuant to the exemption from registration under the Securities Act provided by Rule 144, if available.

It is the Companys understanding that approximately 448,018 of the Restricted GDSs offered in the Prior Offering were initially placed with QIBs in the United States, 1,351,982 were placed outside the United States and Venezuela and 800,000 were placed in Venezuela. The GDS Depositary has indicated that as a result of subsequent issuances and cancellations, as of February 28, 1993, there were 2,371,127 Restricted GDSs outstanding. Based on the records of The Depository Trust Company, as of February 28, 1993, the Restricted GDSs were held of record by 20 persons. Although the Company has no way of knowing the location of the beneficial owners of the Restricted GDSs, the Company estimates that there are approximately 350,000 Restricted GDSs beneficially owned by persons in the United States.

The Markets for the Companys Shares

The Common Shares and Restricted GDSs are traded on the Caracas Stock Exchange and the Restricted GDSs also are listed on the Luxembourg Stock Exchange. The Companys ADRs, which evidence the ADSs, are currently traded in the over-the-counter market in the United States. Given the applicable restrictions on trading, the Restricted GDSs are traded in the United States only in the Rule 144A-QIB market. Common Shares represented by ADSs outstanding as of February 28, 1993 represented approximately 0.7% of the outstanding Common Shares. Common Shares represented by restricted GDSs outstanding as of February 28, 1993 represented approximately 8.5% of the outstanding Common Shares. Following the proposed registration of the ADSs and the Common Shares and the Exchange Offer, the Company expects that an active public market for the ADSs will develop in the United States on the New York Stock Exchange.

The Exchange Offer

Although under no legal or contractual obligation to do so, the Company would like to conduct the Exchange Offer immediately following effectiveness under the Exchange Act of its Registration Statement on Form 20-F (the "Form 20-F") relating to the ADSs and the Common Shares and the listing of the ADSs on the New York Stock Exchange, in order to make registered ADSs available to the existing holders of the Restricted GDSs. Holders of the Restricted GDSs that may be deemed to be "affiliates" or "promoters" (as such terms are defined in Rule 405 under the Securities Act) of the Company will be excluded from the Exchange Offer.

The Exchange Offer will involve the surrender of the existing Restricted GDRs by the tendering Exchange Offerees, withdrawal of the Common Shares underlying the Restricted GDSs evidenced by such Restricted GDRs from the GDR Deposit Agreement arrangement, deposit of such Common Shares with the ADS Depositary under the ADS Deposit Agreement, and issuance and delivery of registered ADRs to the tendering Exchange Offerees on the basis of one registered ADS for one Restricted GDS. Except for the absence of resale restrictions, the terms of the registered ADSs received in the Exchange Offer will be substantially identical to the terms of the tendered Restricted GDSs, and the registered ADSs received in the Exchange Offer will represent the same Common Shares that were previously represented by the tendered Restricted GDSs.

It is expected that the Common Shares represented by the registered ADSs offered in the Exchange Offer will represent approximately 19.3% of the worldwide public float for the Common Shares. For this purpose, worldwide public float is estimated to be the total number of outstanding Common Shares (694,568,351) less the number of shares owned, directly or indirectly, by Hans Neumann, the descendants of Lotar Neumann, the heirs of Miguel Neumann, the Polar Group and the Companys directors and executive officers, in the aggregate (approximately 443,687,639 Common Shares).

It is likewise expected that the Common Shares represented by the registered ADSs offered in the Exchange Offer to persons in the United States will represent approximately 27.3 of the estimated U.S. float for the Common Shares following the proposed registration and Exchange Offer. For this purpose the U.S. float is estimated to be approximately 32,100,663 Common Shares, which estimate is based upon the premise that (1) the approximately 8,750,000 Common Shares represented by 350,000 registered ADSs expected to be delivered to U.S. persons in the Exchange Offer (based upon the Companys best estimate of the number of outstanding Restricted GDSs as of February 28, 1993 beneficially held by U.S. persons), (2) the approximately 4,647,700 Common Shares represented by 185,908 ADSs beneficially held by U.S. persons under the existing ADS Deposit Agreement and (3) the 18,702,963 Common Shares held directly by U.S. persons will represent the U.S. float following the proposed registration and Exchange Offer. The actual U.S. float at the time of the Exchange Offer could be higher or lower as a result of subsequent issuances or cancellations of Restricted GDSs and ADSs.

As of February 28, 1993, the outstanding Restricted GDSs held through The Depository Trust Company were held of record by 20 holders, and holdings per record holder ranged from 2 to 813,681 Restricted GDSs. On this basis, the Exchange Offeree holding of record the largest number of Restricted GDSs would receive registered ADSs in the Exchange Offer representing approximately 8.1 of the worldwide public float for the Common Shares. The Company has no reason to believe that any person beneficially owns a larger number of Restricted GDSs than the number held of record by the largest holder of record of Restricted GDSs. Based on the information regarding the holders of Restricted GDSs available to the Company, the Company expects that most of the Exchange Offerees will receive a significantly smaller number of registered ADSs in the Exchange Offer than the number held of record by the largest holder of record of Restricted GDSs.

As part of the process of registering the ADSs and Common Shares on the Form 20-F, the Company proposes to file a new Form F-6 which will include certain amendments to the ADS Deposit Agreement and will register additional ADSs in order for there to be a sufficient number of ADSs to accommodate the Exchange Offer and the anticipated increase in trading volume in the ADSs resulting from listing on the New York Stock Exchange. Concurrently with effectiveness of the Form 20-F, the Company will request effectiveness of a separate Form F-1 registration statement to be filed under the Securities Act registering the Common Shares underlying the ADSs to be offered to the Exchange Offerees in the Exchange Offer. A prospectus (the "Exchange Offer Prospectus") will be sent to Exchange Offerees as soon as practicable after the Form F-1 is declared effective. Unless extended, the Exchange Offer will remain open for 20 business days after its commencement.

The Exchange Offer Prospectus will contain the same financial statements (which will comply with Item 18 of Form 20-F) and Company and business related disclosure as the Form 20-F. The principal terms of the Exchange Offer will be disclosed in the Exchange Offer Prospectus. The letter of transmittal to be executed by an Exchange Offeree in order to participate in the Exchange Offer will include a representation to the effect that by accepting the Exchange Offer the Exchange Offeree represents that it is not engaged in, and does not intend to engage in, a distribution of the ADSs to be received in the Exchange Offer. The Exchange Offer Prospectus will indicate that if any Exchange Offeree (i) is an "affiliate" or "promoter" (as such terms are defined in Rule 405 under the Securities Act) of the Company, (ii) is participating in a distribution of the ADSs to be received in the Exchange Offer, (iii) is a broker-dealer that purchased the Restricted GDSs in the Prior Offering for resale pursuant to Rule 144A or another available exemption under the Securities Act, or (iv) is not acquiring such ADSs in the ordinary course of its business, such Exchange Offeree would not be entitled to rely on the staff position enunciated in response to this letter. The Company acknowledges that a secondary resale transaction in the United States by an Exchange Offeree who is using the Exchange Offer to participate in a distribution of the ADSs to be acquired in the Exchange Offer should be covered by an effective registration statement containing the selling securityholder information required by Item 507 of Regulation S-K.

Because the Exchange Offer will provide the existing Restricted GDS holders with the opportunity, without incurring any charge, to obtain freely tradeable, New York Stock Exchange-listed registered ADSs in exchange for their Restricted GDSs, the Company expects that virtually all of the Exchange Offerees will participate in the Exchange Offer. The Company intends to disclose to the Exchange Offerees its intention to terminate the GDS Deposit Agreement in accordance with its terms approximately 90 days following the close of the Exchange Offer, or immediately thereafter if all of the outstanding Restricted GDRs are tendered. If for any reason less than all of the outstanding Restricted GDSs are exchanged in the Exchange Offer, the holder of any Restricted GDS that remains outstanding will have the option, prior to the termination of the GDS Deposit Agreement, to (1) cause the GDS Depositary to sell the Common Shares underlying its Restricted GDSs in a transaction on the Caracas Stock Exchange, (2) sell its Restricted GDSs in an offshore transaction in accordance with Rule 903 or 904 of Regulation S or to a person it reasonably believes is a QIB in a transaction meeting the requirements of Rule 144A or (3) subject to certain provisions of the GDS Deposit Agreement, withdraw the Common Shares underlying its Restricted GDSs. Upon termination of the GDS Deposit Agreement, such holder will be entitled to receive the Common Shares underlying its Restricted GDSs.

The Exchange Offer provides a number of benefits to both the tendering Exchange Offerees and the Company. The Company will be the first issuer from Venezuela to follow the "stepping stone" approach to the U.S. public equity markets. The Exchange Offerees that participate in the Exchange Offer will obtain the liquidity provided by securities registered under the Securities Act and listed on the New York Stock Exchange. The Company will avoid the unnecessary expense of maintaining distinct series of Restricted GDSs and registered ADSs, each of which represent interests in the same class of deposited securities. Furthermore, the Company believes that by conducting the Exchange Offer and eliminating the series of Restricted GDSs, the liquidity and efficiency of the U.S. public market for the ADSs will be enhanced. All shareholders of the Company will have increased access to public information about the Company as a result of the Company becoming a reporting company under the Exchange Act. Under these circumstances, we believe it appropriate that the staff provide the confirmation sought below.

Resales by Exchange Offerees

The purpose of this letter is to request confirmation from the Securities and Exchange Commission staff that subsequent resales of the ADSs acquired in the Exchange Offer by any Exchange Offeree that (1) is not an "affiliate" or "promoter" (as such terms are defined in Rule 405 under the Securities Act) of the Company, (2) is not participating in a distribution of such ADSs, (3) is not a broker-dealer that purchased the Restricted GDSs in the Prior Offering for resale pursuant to Rule 144A or another available exemption under the Securities Act, and (4) is acquiring such ADSs in the ordinary course of its business, will be viewed no differently from resales by non-affiliated purchasers after completion of any registered primary offering of securities and, therefore, that resales of such ADSs, and the Common Shares underlying such ADSs, by such Exchange Offeree may be effected without any further registration under the Securities Act or the delivery of a prospectus.

The Company has represented (a) that, at the time of and in connection with the Prior Offering, it did not then contemplate engaging in and it did not enter into any arrangement or understanding to engage in, the Exchange Offer, and (b) that it has not entered into any arrangement or understanding with any person to distribute the ADSs to be received in the Exchange Offer. To the best knowledge of the Company, each of the Exchange Offerees will satisfy the criteria set forth in (1) through (4) in the immediately preceding paragraph.

Please call the undersigned at (202) 956-7575, Kevin J. Lavin at (202) 956-7570 or Andrew D. Soussloff of our New York office at (212) 558-3681, with any questions you may have concerning this request.

Very truly yours,

Alvaro J. Aguirre

(Enclosure)

STAFF REPLY LETTER

March 22, 1993

RESPONSE OF THE OFFICE OF INTERNATIONAL CORPORATE FINANCE

DIVISION OF CORPORATION FINANCE

Re: Corimon C.A. S.A.C.A.

Incoming Letter dated March 12, 1993

Based on the facts presented, it is the Divisions view that a described Exchange Offeree which exchanges Restricted GDSs for registered ADSs issued pursuant to the Exchange Offer ("Exchange Securities") may resell the Exchange Securities without compliance with the registration and prospectus delivery provisions of the Securities Act of 1933, provided that the Exchange Offeree acquires the Exchange Securities in the ordinary course of its business and is not participating in the distribution of the Exchange Securities.

Because this position is based on the representations made to the Division in your letter, it should be noted that any different facts or conditions might require a different conclusion.

Sincerely,

Richard M. Kosnik

Chief

SEC_CODE_REF_0090001192884