Edgar Filing: SOUTHERN PERU COPPER CORP/

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

GRUPO MEXICO SA DE CV /FI

2. Issuer Name and Ticker or Trading Symbol
SOUTHERN PERU COPPER CORP/ [PCU]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	__X__ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

BAJA CALIFORNIA 200

3. Date of Earliest Transaction (Month/Day/Year)
05/19/2005

(Street)

MEXICO CITY MEXICO, O5 06760

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	05/19/2005		C⁽¹⁾		43,348,949	A	⁽²⁾	110,556,589 ⁽³⁾	I ⁽³⁾	See Footnote ⁽³⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security
(Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code
(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date
(Month/Day/Year)

7. Title and Amount of Underlying Securities
(Instr. 3 and 4)

8. Price of Derivative Security
(Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

CLASS A COMMON STOCK

$ 0 ⁽²⁾

05/19/2005

C⁽¹⁾

43,348,949

⁽⁴⁾

COMMON STOCK

43,348,949

⁽²⁾

I ⁽³⁾

See Footnote ⁽³⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
GRUPO MEXICO SA DE CV /FI BAJA CALIFORNIA 200 MEXICO CITY MEXICO, O5 06760		X
GRUPO MINERO MEXICO INTERNACIONAL SA DE CV BAJA CALIFORNIA NO 200 COL ROMA SUR MEXICO, O5 06760		X
AMERICAS MINING CORP 2575 EAST CAMELBACK ROAD SUITE 500 PHOENIX, AZ 85016		X
S P H C II INC 2575 EAST CAMELBACK ROAD SUITE 500 PHOENIX, AZ 85016		X

Signatures

/s/ Armando Ortega G?mez, General Counsel of Grupo Mexico SA de CV/FI		05/23/2005
^**Signature of Reporting Person		Date
/s/ Armando Ortega G?mez, General Counsel of Grupo Minero Mexico Internacional SA de CV		05/23/2005
^**Signature of Reporting Person		Date
/s/ Ernesto Dur?n Trinidad, President and CFO of Americas Mining Corporation		05/23/2005
^**Signature of Reporting Person		Date
/s/ Ernesto Dur?n Trinidad, Comptroller of SPHC II Incorporated		05/23/2005
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	On May 19, 2005, SPHC II Incorporated ("SPHC II") voluntarily converted, on a share-for-share basis, all of its 43,348,949 shares of Class A Common Stock of Southern Peru Copper Corporation ("SPCC"), 0.01 par value per share (the "Class A Common Stock") into an equal number of newly-issued shares of fully paid and non-assessable Common Stock of SPCC, 0.01 par value per share (the "Common Stock").
(2)	The shares of Class A Common Stock converted into shares of Common Stock on a one-for-one basis. The market price of the Common stock, as quoted on the New York Stock Exchange at the close of business on May 19, 2005, was $45.34.
(3)	SPHC II directly owns 43,348,949 shares of Common Stock. Americas Mining Corporation ("AMC") directly and indirectly owns 110,556,589 shares of Common Stock: it directly owns 67,207,640 shares of Common Stock and indirectly owns 43,348,949 shares of Common Stock through its wholly-owned subsidiary SPHC II. AMC is owned directly and indirectly by Grupo Mexico S.A. de C.V. and Grupo Minero Mexico Internacional S.A. de C.V.
(4)	All of the shares of Class A Common Stock were converted to Common Stock on May 19, 2005 pursuant to SPCC's Restated Certificate of Incorporation. No shares of Class A Common Stock remaining outstanding.

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