- Post-effective amendment to a previously filed F-6. (F-6 POS)

As filed with the Securities and Exchange Commission on August 27, 2009
Registration No. 333 - 14196

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

POST EFFECTIVE AMENDMENT NO. 1 TO
FORM F-6
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933 FOR AMERICAN DEPOSITARY SHARES EVIDENCED BY
AMERICAN DEPOSITARY RECEIPTS

GRUPO TMM, S.A.B.
(Exact name of issuer of deposited securities as specified in its charter)

N/A
(Translation of issuer's name into English)

United Mexican States
(Jurisdiction of incorporation or organization of issuer)

CITIBANK, N.A.
(Exact name of depositary as specified in its charter)

388 Greenwich Street
New York, New York 10013
(212) 816-6690
(Address, including zip code, and telephone number, including area code, of
depositary's principal executive offices)

CT Corporation System
111 Eighth Avenue (13th Floor)
New York, New York 10011
(212) 894-8800
(Address, including zip code, and telephone number, including area code, of
agent for service)

Copies to:

 Roman A. Bninski, Esq. Herman H. Raspe, Esq.
 Jeffrey N. Ostrager, Esq. Patterson Belknap Webb & Tyler LLP
Curtis, Mallet-Prevost, Colt & Mosle LLP 1133 Avenue of the Americas
 101 Park Avenue New York, New York 10036
 New York, New York 10178-0061

 ----------------------------------

It is proposed that this filing become effective under Rule 466:
|_| immediately upon filing.
|_| on (Date) at (Time).

If a separate registration statement has been filed to register the deposited shares, check the following box : |_|

 CALCULATION OF REGISTRATION FEE
------------------------------------------------------------------------------------------------------------------------------------
 Title of Each Class of Amount to be Proposed Maximum Proposed Maximum Amount of
 Securities to be Registered Registered Aggregate Price Per Unit* Aggregate Offering Price** Registration Fee
------------------------------------------------- ------------ ------------------------- -------------------------- ----------------
American Depositary Shares, each representing N/A N/A N/A N/A
five (5) Certificados de Participacion
Ordinarios, each representing financial interests
in five (5) fully paid Nominative Common Shares
(formerly called Series A Shares) of Grupo TMM,
S.A.B.
------------------------------------------------------------------------------------------------------------------------------------

* Each unit represents 100 American Depositary Shares. ** Estimated solely for the purpose of calculating the registration fee. Pursuant to Rule 457(k), such estimate is computed on the basis of the maximum aggregate fees or charges to be imposed in connection with the issuance of receipts evidencing American Depositary Shares.

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, or until this Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

This Post Effective Amendment No. 1 to Registration Statement on Form F-6 may be executed in any number of counterparts, each of which shall be deemed an original, and all of such counterparts together shall constitute one and the same instrument.

PART I

INFORMATION REQUIRED IN PROSPECTUS

Cross Reference Sheet

Item 1. DESCRIPTION OF SECURITIES TO BE REGISTERED

 Location in Form of American
 Depositary Receipt ("Receipt")
Item Number and Caption Filed Herewith as Prospectus
----------------------- ----------------------------
1. Name of Depositary and address of its principal executive Face of Receipt - Introductory Article.
 office

2. Title of Receipts and identity of deposited securities Face of Receipt - Top Center.

Terms of Deposit:

 (i) The amount of deposited securities represented by Face of Receipt - Upper right corner.
 one American Depositary Share ("ADSs")

 (ii) The procedure for voting, if any, the deposited Reverse of Receipt - Paragraphs (15)
 securities and (16).

 (iii) The collection and distribution of dividends Reverse of Receipt - Paragraph (14) and (15).

 (iv) The transmission of notices, reports and proxy Face of Receipt - Paragraph (12);
 soliciting materials Reverse of Receipt - Paragraph (16) and (18).

 (v) The sale or exercise of rights Reverse of Receipt - Paragraphs (14)
 and (16).

 (vi) The deposit or sale of securities resulting from Face of Receipt - Paragraphs (3) and (6);
 dividends, splits or plans of reorganization Reverse of Receipt - Paragraphs (14) and (17).

 (vii) Amendment, extension or termination of the deposit Reverse of Receipt - Paragraphs (22), (23) and (24)
 agreement (no provision for extensions).

 (viii) Rights of holders of Receipts to inspect the Face of Receipt - Paragraph (12) and (18).
 transfer books of the Depositary and the list of
 holders of ADSs

I-1

 Location in Form of American
 Depositary Receipt ("Receipt")
Item Number and Caption Filed Herewith as Prospectus
----------------------- ----------------------------
 (ix) Restrictions upon the right to deposit or withdraw Face of Receipt - Paragraphs (2), (3), (4), (6),
 the underlying securities (7), and (9).

 (x) Limitation upon the liability of the Depositary Face of Receipt - Paragraph (5);
 Reverse of Receipt - Paragraphs (20) and (21).

 (xi) Fees and charges which may be imposed directly or Face of Receipt - Paragraph (7).
 indirectly on holders of ADSs

Item 2. AVAILABLE INFORMATION Face of Receipt - Paragraph (12).

The Company is subject to the periodic reporting requirements of the United States Securities Exchange Act of 1934, as amended, and, accordingly, is required to file or submit certain reports with, and submits certain reports to, the United States Securities and Exchange Commission (the "Commission"). These reports can be retrieved from the Commission's internet website (www.sec.gov), and can be inspected and copied at the public reference facilities maintained by the Commission at 100 F Street, N.E., Washington D.C. 20549.

I-2

PROSPECTUS

The Prospectus consists of the proposed Form of American Depositary Receipt included as Exhibit A to the Form of Amendment No. 1 to Deposit Agreement for CPOs filed as Exhibit
(a)(i) to this Post Effective Amendment No. 1 to Registration Statement on Form F-6 and is incorporated herein by reference.

I-3

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 3. EXHIBITS

(a)(i) Form of Amendment No. 1 to Deposit Agreement for CPOs, by and among Grupo TMM, S.A.B. (the "Company"), Citibank, N.A., as depositary (the "Depositary"), and all Holders from time to time of the American Depositary Shares issued thereunder and all Beneficial Owners from time to time of American Depositary Shares ("Amendment No. 1"). -- Filed herewith as Exhibit (a)(i).

(a)(ii) Deposit Agreement for CPOs, dated as of December 26, 2001, by and among the Company, the Depositary, and all Holders from time to time of the American Depositary Shares issued thereunder and all Beneficial Owners from time to time of American Depositary Shares ("Deposit Agreement"). -- Filed herewith as Exhibit (a)(ii).

(b) Any other agreement to which the Depositary is a party relating to the issuance of the American Depositary Shares registered hereunder or the custody of the deposited securities represented thereby. -- None.

(c) Every material contract relating to the deposited securities between the Depositary and the issuer of the deposited securities in effect at any time within the last three years. -- None.

(d) Opinion of counsel for the Depositary as to the legality of the securities to be registered. -- None.

(e) Certificate under Rule 466. -- None.

(f) Powers of Attorney for certain officers and directors and the authorized representative of the Company. -- Set forth on the signature pages hereto.

II-1

Item 4. UNDERTAKINGS

(a) The Depositary undertakes to make available at the principal office of the Depositary in the United States, for inspection by holders of ADSs, any reports and communications received from the issuer of the deposited securities which are both (1) received by the Depositary as the holder of the deposited securities, and (2) made generally available to the holders of the underlying securities by the issuer.

(b) If the amount of fees charged is not disclosed in the prospectus, the Depositary undertakes to prepare a separate document stating the amount of any fee charged and describing the service for which it is charged and to deliver promptly a copy of such fee schedule without charge to anyone upon request. The Depositary undertakes to notify each registered holder of an ADS thirty (30) days before any change in the fee schedule.

II-2

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, Citibank, N.A., acting solely on behalf of the legal entity created by the Deposit Agreement, dated as of December 26, 2001, as proposed to be amended by Amendment No. 1 to Deposit Agreement for CPOs, by and among Grupo TMM, S.A.B., Citibank, N.A., as depositary, and all Holders from time to time of the American Depositary Shares issues thereunder and all Beneficial Owners from time to time of American Depositary Shares, certifies that it has reasonable grounds to believe that all the requirements for filing on Form F-6 are met and has duly caused this Post Effective Amendment No. 1 to Registration Statement on Form F-6 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on this 27th day of August, 2009.

Legal entity created by the Deposit Agreement for CPOs, as proposed to be amended, for the issuance of American Depositary Shares, each American Depositary Share representing five (5) Certificados de Participacion Ordinarios, each representing financial interests in five (5) fully paid Nominative Common Shares of Grupo TMM, S.A.B.

CITIBANK, N.A., solely in its capacity as Depositary

By: /s/ Richard Etienne
 ----------------------------------------
 Name: Richard Etienne
 Title: Vice President

II-3

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that all the requirements for filing on Form F-6 are met and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Mexico City, Mexico, on August 27, 2009.

GRUPO TMM, S.A.B.

By: /s/ Fernando Sanchez Ugarte
 ----------------------------------------
 Name: Fernando Sanchez Ugarte
 Title: President

II-4

Pursuant to the requirements of the Securities ct of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

/s/ Jose F. Serrano Segovia /s/ Sergio Chedraui Eguia
--------------------------- -------------------------
Name: Jose F. Serrano Segovia Name: Sergio Chedraui Eguia
Title: Director, Chairman of the Board Title: Director
and Chief Executive Officer Date: August 27, 2009
(Principal Executive Officer)
Date: August 27, 2009


 /s/ Jose Luis Avalos del Moral
------------------------------ ------------------------------
Name: Ramon Serrano Segovia Name: Jose Luis Avalos del Moral
Title: Director and First Vice-Chairman of the Board Title: Director
Date: August __, 2009 Date: August 27, 2009


/s/ Maria Josefa Serrano Segovia /s/ Fernando Sanchez Ugarte
-------------------------------- ---------------------------
Name: Maria Josefa Serrano Segovia Name: Fernando Sanchez Ugarte
Title: Director and Second Vice-Chairman of the Board Title: President
Date: August 27, 2009 Date: August 27, 2009


 /s/ Jacinto Marina Cortes
------------------------------ -------------------------
Name: Jose Luis Salas Cacho Name: Jacinto Marina Cortes
Title: Director Title: Chief Financial Officer
Date: August __, 2009 (Principal Financial Officer)
 Date: August 27, 2009


/s/ Ignacio Rodriguez Rocha /s/ Carlos Pedro Aguilar Mendez
--------------------------- -------------------------------
Name: Ignacio Rodriguez Rocha Name: Carlos Pedro Aguilar Mendez
Title: Director Title: Corporate Administrative Director
Date: August 27, 2009 (Principal Accounting Officer)
 Date: August 27, 2009


 Puglisi & Associates,
------------------------------ as Authorized U.S. Representative
Name: Lorenzo Cue Sanchez Navarro
Title: Director By: /s/ Donald J. Puglisi
August __, 2009 ------------------------------
 Name: Donald J. Puglisi
 Title: Managing Director
 Date: August 27, 2009
------------------------------
Name: Luis Martinez Arguello
Title: Director
Date: August __, 2009

II-5

Index to Exhibits

 Sequentially
Exhibit Document Numbered Page
------- -------- -------------
(a)(i) Form of Amendment No. 1 to Deposit Agreement for CPOs
(a)(ii) Deposit Agreement for CPOs

Grupo Tmm A (NYSE:TMM)
Historical Stock Chart
From Jun 2024 to Jul 2024