Filed Pursuant to Rule 424(b)(2)
Registration No. 333-168486

Subject to completion, dated August 3, 2010

Preliminary Prospectus Supplement
(To Prospectus dated August 3, 2010)

The selling stockholder named in this prospectus supplement is offering 43,612,938 of our Series B shares, with no par value, directly or in the form of American depositary shares, or ADSs. Each ADS represents ten Series B shares. In this offering, the selling stockholder will offer      Series B shares (directly or in the form of ADSs) internationally and      Series B shares in a concurrent private placement in Mexico. We will not receive any proceeds from any Series B shares or ADSs sold in this offering.

The ADSs are listed on the New York Stock Exchange under the symbol “ASR” and the Series B shares are listed on the Bolsa Mexicana de Valores, S.A.B. de C.V. (Mexican Stock Exchange) under the symbol “ASUR.” On August 2, 2010, the last reported sales price of the ADSs on the New York Stock Exchange was US$53.13 per ADS and the last reported sales price of the Series B shares on the Mexican Stock Exchange was Ps.67.00 per Series B share (US$5.22 per Series B Share at an exchange rate of Ps.12.8306 per U.S. dollar).

Investing in the ADSs and Series B shares involves risks. See “Risk Factors” beginning on page 7 of our annual report on Form 20-F for the year ended December 31, 2009, incorporated by reference herein, as well as “Risk Factors” beginning on page S-9 hereof.

Per ADS

Per Series B Share*

Total

Public Offering Price

US$

US$

US$

Underwriting Discount

US$

US$

US$

Proceeds to the Selling Stockholder

US$

US$

US$

The selling stockholder has granted an option to the underwriters to purchase up to 4,361,290 additional Series B shares, directly or in the form of ADSs, to cover over-allotments, if any, within 30 days from the date of this prospectus supplement.

Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved of the ADSs or the Series B shares, or determined if this prospectus supplement or the accompanying prospectus are truthful or complete. Any representation to the contrary is a criminal offense.

The Series B shares and ADSs described in this prospectus supplement and the accompanying prospectus are not being offered, sold or traded in Mexico pursuant to a public offering in accordance with the Ley del Mercado de Valores, as amended (the “Mexican Securities Market Law”), nor is the offering contemplated hereby being authorized by the Comision Nacional Bancaria y de Valores (Mexican Banking and Securities Commission, or “CNBV”), therefore, any such Series B shares and ADSs may not be offered or sold publicly, or otherwise be the subject of brokerage activities, in Mexico, except pursuant to a private placement exemption set forth under Article 8 of the Mexican Securities Market Law. THIS PROSPECTUS IS SOLELY OUR RESPONSIBILITY AND HAS NOT BEEN REVIEWED OR AUTHORIZED BY THE CNBV. As required under the Mexican Securities Market Law, we will notify the CNBV of the sale of the securities including the principal characteristics of the offering outside of Mexico pursuant to Article 7 of the Mexican Securities Market Law. Such notice will be delivered to the CNBV to comply with a legal requirement and for information purposes only, and the delivery to and the receipt by the CNBV of such notice does not constitute or imply any certification as to the investment quality of the Series B shares and ADSs, our solvency, liquidity or credit quality or the accuracy or completeness of the information provided in this prospectus supplement and the accompanying prospectus. In making an investment decision, all investors, including any Mexican investors who may acquire Series B share or ADSs from time to time, must rely on their own review and examination of our company. The acquisition of the Series B shares or ADSs by an investor who is a resident of Mexico will be made under its own responsibility. This prospectus supplement may not be distributed publicly in Mexico.

The underwriters expect that delivery will be made to investors on or about         , 2010 in book-entry form, in the case of the ADSs through The Depository Trust Company and in the case of Series B shares through S.D. Indeval, Institucion para el Deposito de Valores, S.A. de C.V.

J.P. Morgan		Macquarie Capital

               , 2010

TABLE OF CONTENTS

Prospectus Supplement

		Page
Presentation of Financial and Other Information			ii
Summary			S-1
Risk Factors			S-9
Use of Proceeds			S-11
Exchange Rates			S-12
Capitalization			S-13
Market Price Information			S-14
Selected Consolidated Financial and Operating Information			S-15
Results of Operations for the Six Months Ended June 30, 2009 and 2010			S-18
Recent Developments			S-22
Selling Stockholder			S-24
Underwriting			S-25
Conflicts of Interest			S-29
Expenses			S-30
Legal Matters			S-31
Index to Condensed Consolidated Unaudited Financial Statements			F-1

Prospectus

		Page
About this Prospectus			1
Enforceability of Civil Liabilities			1
Where You Can Find More Information			2
Incorporation of Certain Documents by Reference			3
Forward-Looking Statements			4
Our Company			5
Use of Proceeds			6
Description of Our Capital Stock			7
Description of the ADSs			12
Taxation			18
Selling Stockholders			23
Plan of Distribution			24
Validity of Securities			26
Experts			26

     

     You should rely only on the information contained in this prospectus supplement, the accompanying prospectus and the documents incorporated by reference therein. We authorized anyone to provide you with information that is different. This document may only be used where it is legal to sell these securities. The information appearing in this prospectus supplement, the accompanying prospectus and the documents incorporated by reference therein may only be accurate as of their respective dates. Our business, financial condition, results of operations and prospects may have changed since such dates.

PRESENTATION OF FINANCIAL AND OTHER INFORMATION

          As used in this prospectus supplement, “ASUR”, “we,” “our”, “us” and the “company” refer to Grupo Aeroportuario del Sureste, S.A.B. de C.V. and its consolidated subsidiaries.

          Our financial statements are prepared in accordance with Normas de Informacion Financiera (Financial Reporting Standards) accepted in Mexico (“Mexican NIF”), which differs in certain significant respects from generally accepted accounting principles in the United States (“U.S. GAAP”). Note 19 to our annual financial statements included in our annual report on Form 20-F for the year ended December 31, 2009, incorporated herein by reference (our “2009 Annual Report”), provides a description of the principal differences between Mexican NIF and U.S. GAAP as they relate to our business, and a reconciliation to U.S. GAAP of our net income and total stockholders’ equity as of and for the years ended December 31, 2007, 2008 and 2009. In addition, see “Results of Operations for the Six Months Ended June 30, 2009 and 2010—New Accounting Pronouncements” and “Recent Developments—Adoption of INIF 17” in this prospectus supplement for a discussion of recent changes to Mexican NIF.

          We publish our financial statements in Mexican pesos. Pursuant to Mexican NIF, financial data throughout this prospectus supplement and our 2009 Annual Report are stated in constant pesos as of December 31, 2007 for periods through and including December 31, 2007, and nominal pesos for periods beginning on and after January 1, 2008. Mexican NIF provides that if the cumulative inflation in Mexico measured by the índice nacional de precios al consumidor (national consumer price index, or “NCPI”) in the most recent three-year period is less than 26%, we are required to suspend recognition of the effects of inflation in our financial statements for the fiscal year following such period. Because the cumulative NCPI in each of the three-year periods ended December 31, 2007 and December 31, 2008 was below 26%, we suspended recognition of the effects of inflation in our financial statements as of and for the years ended December 31, 2008 and December 31, 2009 and as of and for the six months ended June 30, 2009 and 2010.

          References in this prospectus supplement to “dollars,” “U.S. dollars” or “US$” are to the lawful currency of the United States of America. References in this prospectus supplement to “pesos” or “Ps.” are to the lawful currency of Mexico.

          This prospectus supplement contains translations of certain peso amounts into U.S. dollars at specified rates solely for the convenience of the reader. These translations should not be construed as representations that the peso amounts actually represent such U.S. dollar amounts or could be converted into U.S. dollars at the rate indicated. Unless otherwise indicated, U.S. dollar amounts have been translated from Mexican pesos at an exchange rate of Ps.12.8306 to US$1.00, the exchange rate for pesos on June 30, 2010 as published by the Federal Reserve Board. On July 30, 2010, the exchange rate for pesos, as published by the Federal Reserve Board was Ps.12.6421 to US$1.00.

          This prospectus supplement contains references to “workload units,” which are units measuring an airport’s passenger traffic volume and cargo volume. A workload unit currently is equivalent to one terminal passenger or 100 kilograms (220 pounds) of cargo.

(1)		Excludes transit and general aviation.

(1)		Includes departures and landings.

(1)		Thousands of constant pesos as of December 31, 2007.
(2)		Thousands of nominal pesos.

RISK FACTORS

          We have set forth risk factors in our 2009 Annual Report incorporated herein by reference. We have also set forth below additional risk factors related to developments since our 2009 Annual Report. We may include further risk factors in subsequent reports on Form 6-K incorporated in the prospectus of which this prospectus supplement forms part. You should carefully consider all these risk factors in addition to the other information contained or incorporated by reference in this prospectus supplement and accompanying prospectus before making an investment decision regarding the ADSs and Series B shares.

Risks Related to Our Operations

Fernando Chico Pardo, through his own investment vehicles and his interest in Inversiones y Tecnicas Aeroportuarias, S.A. de C.V., or ITA, has a significant influence as a stockholder and over our management, and his interests may differ from those of other stockholders.

          Servicios Estrategia Patrimonial, S.A. de C.V. (formerly, Agrupación Aeroportuaria Internacional, S.A. de C.V.) and Agrupación Aeroportuaria Internacional II, S.A. de C.V., entities indirectly owned and controlled by Fernando Chico Pardo, now own approximately 25.4% of our capital stock.

          In addition, ITA, an entity, which, assuming consummation of the sale of Copenhagen Airports A/S’s interest to Mr. Chico Pardo, will be owned 100% by Mr. Chico Pardo, holds Series BB shares representing 7.65% of our capital stock. See “Recent Developments—Copenhagen Airports Agrees to Sell Its Ownership Interest in ITA”. These Series BB shares provide it with special management rights. For example, pursuant to our bylaws, ITA is entitled to present the board of directors the name or names of the candidates for appointment as chief executive officer, to remove our chief executive officer and to appoint and remove one half of the executive officers, and to elect two members of our board of directors. Our bylaws also provide ITA veto rights with respect to certain corporate actions (including some requiring approval of our stockholders) so long as its Series BB shares represent at least 7.65% of our capital stock. Special rights granted to ITA are more fully described in “Additional Information” and “Major Stockholders and Related Party Transactions” in our 2009 Annual Report, incorporated herein by reference.

          As a result of this ownership and these transactions, Mr. Chico Pardo, who is also the Chairman of our Board of Directors and our Chief Executive Officer, directly and indirectly, would own 33.04% of our total capital stock, and is able to exert a significant influence over our management and matters requiring the approval of our stockholders. The interests of Mr. Chico Pardo may differ from those of our other stockholders, and there can be no assurance that Mr. Chico Pardo will exercise his rights in ways that favor the interests of our other stockholders. Furthermore, this concentration of ownership by Mr. Chico Pardo and the special rights indirectly granted to Mr. Chico Pardo through his ownership in ITA may have the effect of impeding a merger, consolidation, takeover or other business combination involving ASUR.

The effects of oil spills could adversely affect our business.

          The Gulf of Mexico is the site of widespread deepwater oil drilling and extraction. Deepwater oil drilling inherently carries a number of significant risks.

          On April 20, 2010, there was an explosion on the “Deepwater Horizon” drilling platform operated by BP in the Gulf of Mexico. The oil-drilling platform was located approximately 41 miles from the coast of Louisiana. The explosion and sinking of the platform caused a huge oil spill that is spreading along the U.S. coast in the Gulf of Mexico, and has reached parts of Florida, Louisiana, Mississippi, Alabama and Texas. BP has made several attempts to try to contain the spill and capture the oil. As of the date of this prospectus supplement, it is not known whether those attempts have been successful.

          The U.S. National Oceanic and Atmospheric Administration has estimated that hurricane season this year in the Gulf of Mexico may be more severe than usual. According to experts, the sea currents in the Gulf of Mexico will be changing over the coming months with the development of weather patterns that could cause the oil spill in the Gulf of Mexico to reach the Mexican coast.

          Some experts have said the oil spill caused by the explosion of the “Deepwater Horizon” platform could become the worst environmental disaster in U.S. history. We do not know whether the spill will reach the coast of Mexico or the extent of ecological

damage that may result to areas served by our airports. Some estimates indicate that the worst of the damage may not be fully known or realized until October or November of 2010.

          If the spill reaches destinations served by our airports or if other oil spills or similar disasters occur, these destinations could be adversely affected, thereby reducing our volume of passenger traffic. Oil spills or other similar disasters in or around the destinations used by our airport could adversely affect our business, operating results, prospects and financial condition.

The adoption of IFRS may result in changes to our results of operations, balance sheet and statement of cash flows.

          All Mexican issuers are required to adopt International Financial Reporting Standards, or IFRS, as their accounting standard, no later than fiscal years beginning on or after January 1, 2012. We intend to adopt IFRS as our accounting standard for the fiscal year beginning January 1, 2011. We are currently evaluating the impact that the adoption of IFRS may have on our results of operations, balance sheet, and statement of cash flows. Because IFRS differs in certain material respects from Mexican FRS, we cannot assure you that the adoption of IFRS will not have a material adverse effect on our results of operations, balance sheet, and statement of cash flows.

The recent bankruptcy filing by Mexicana may affect our business and results of operations.

          The global airline industry has recently experienced and continues to experience significant financial difficulties, marked by the filing for bankruptcy protection of several carriers and warnings regarding industry profitability. On August 2, 2010, Mexicana, one of Mexico’s two largest carriers, filed for bankruptcy protection in Mexico and the United States. Mexicana (not including Mexicana Click, formerly known as Aerovίas Caribe, or Mexicana Link, which are reportedly not under financial distress and were not part of the bankruptcy filing) accounted for Ps.62.2 million in accounts receivable at June 30, 2010 and accounted for 4.1% of our revenues for the six months ended June 30, 2010 and 4.3% of our revenues for the year ended December 31, 2009, primarily from domestic passengers. Although we anticipate that a significant portion of Mexicana’s traffic would migrate to other carriers if its operations were curtailed, we do not have contracts with any airlines, including Mexicana, that obligate them to continue providing service to our airports, and we can offer no assurance that competing airlines would seek to increase their flight schedules if Mexicana reduced its use of our airports. If Mexicana were to cease operations as a result of its bankruptcy filing, our business and results of operations could be adversely affected if traffic does not migrate to our other airline customers.

The FAA downgraded Mexico’s air safety rating to Category 2, which may result in a decrease in air traffic between the United States and our airports.

          On July 30, 2010, the United States Federal Aviation Administration (“FAA”) announced that, following an assessment of the country’s civil aviation authority, it had determined that Mexico was not in compliance with international safety standards set by the International Civil Aviation Organization (ICAO), and, as a result, downgraded Mexico’s aviation safety rating from “Category 1” to “Category 2”. Under FAA regulations, because of this downgrade, Mexican airlines will not be permitted to expand or change their current operations between the United States and Mexico except under certain limited circumstances, code-sharing arrangements between Mexican and U.S. airlines may be suspended, and operations by Mexican airlines flying to the United States will be subject to greater FAA oversight. These additional regulatory requirements may result in reduced service between our airports and the United States by Mexican airlines or an increase in the cost of that service, which may result in a decrease in demand for travel between our airports and the United States. Approximately 1.6% of the passengers that traveled through our airports traveled on flights to or from the United States operated by Mexican airlines in each of 2009 and the first six months of 2010, respectively. We cannot predict what impact the downgrade of the Mexican aviation safety rating will have on our passenger traffic or results of operations, or on the public perception of the safety of Mexican airports.

Risks Relating to the ADSs and Series B shares

Future sales of shares by us and our stockholders may depress the price of our Series B shares and ADSs.

          Future sales of substantial amounts of our common stock or the perception that such future sales may occur, may depress the price of our ADSs and Series B shares. Neither our stockholders (other than the selling stockholder in this offering) nor our directors and officers will be subject to any lock-up agreements in connection with the offering, and as a result, they will be able to freely transfer their Series B shares immediately following the offering. Any such sale may lead to a decline in the price of our ADSs and Series B shares. We cannot assure you that the price of our ADSs and Series B shares would recover from any such decline in value.

USE OF PROCEEDS

          We will not receive any proceeds from the sale of ADSs or Series B shares by the selling stockholder.

EXCHANGE RATES

          The following table sets forth, for the periods indicated, the high, low, average and period-end, free-market exchange rate expressed in pesos per U.S. dollar. The average annual rates presented in the following table were calculated using the average of the exchange rates on the last day of each month during the relevant period. The data provided in this table is based on noon buying rates published by the Federal Reserve Bank of New York for cable transfers in pesos for the periods ended December 31, 2005 through December 31, 2008. The Federal Reserve Bank of New York discontinued the publication of foreign exchange rates on December 31, 2008, and therefore, the data provided for the periods beginning January 1, 2009 are based on the rates published by the U.S. Federal Reserve Board in its H.10 Weekly Release of Foreign Exchange Rates. We have not restated the rates in constant currency units. All amounts are stated in pesos. We make no representation that the peso amounts referred to in this prospectus supplement could have been or could be converted into U.S. dollars at any particular rate or at all.

		Exchange Rate
Year Ended December 31,		High				Low				Period End				Average(1)
2005			11.41				10.41				10.63				10.89
2006			11.46				10.43				10.80				10.91
2007			11.27				10.67				10.92				10.93
2008			13.94				9.92				13.83				11.21
2009			15.41				12.63				13.06				13.50
2010
January			13.03				12.65				13.03				12.81
February			13.19				12.76				12.76				12.94
March			12.74				12.30				12.30				12.57
April			12.41				12.16				12.23				12.24
May			13.14				12.27				12.86				12.73
June			12.92				12.46				12.83				12.71
July			13.08				12.64				12.64				12.80

          Except for the period from September through December 1982, during a liquidity crisis, the Mexican Central Bank has consistently made foreign currency available to Mexican private-sector entities (such as us) to meet their foreign currency obligations. Nevertheless, in the event of renewed shortages of foreign currency, there can be no assurance that foreign currency would continue to be available to private-sector companies or that foreign currency needed by us to service foreign currency obligations or to import goods could be purchased in the open market without substantial additional cost.

          Fluctuations in the exchange rate between the peso and the U.S. dollar will affect the U.S. dollar value of securities traded on the Mexican Stock Exchange, and, as a result, will likely also affect the market price of the ADSs. Such fluctuations will also affect the U.S. dollar conversion by the depositary of any cash dividends paid in pesos.

          On December 31, 2009, the Federal Reserve Bank of New York noon buying rate was Ps.13.06 per US$1.00. On July 30, the exchange rate for pesos, as published by the Federal Reserve Board was Ps.12.6421 to US$1.00.

CAPITALIZATION

          The following table sets forth our consolidated capitalization under Mexican NIF, as of June 30, 2010. This table should be read together with our audited consolidated financial statements and the other financial information in our 2009 Annual Report, which is incorporated herein by reference, and our unaudited condensed consolidated interim financial statements as of and for the six months ended June 30, 2009 and 2010 included in this prospectus supplement.

		As of June 30, 2010
		(In millions of of Mexican				(In millions of U.S.
		pesos)				dollars(1))
Short-term debt		Ps.	97.0			US$	7.6
Long-term debt:
Peso-denominated long-term debt			90.6				7.1
Dollar-denominated long-term debt			—				—
Other currency-denominated long-term debt			—				—
Total long-term debt			90.6				7.1
Stockholders’ equity:
Common stock: no par value, 300,000,000 shares issued and outstanding, restatement and premium in the sale of shares			7,767.3				605.4
Excess from restatement of capital			5,031.9				392.2
Reserve for repurchase of shares			287.1				22.4
Retained earnings			1,221.8				95.2
Total capitalization		Ps.	14,308.1			US$	1,115.2

MARKET PRICE INFORMATION

          The following table sets forth, for the five most recent financial years, the high and low market prices for (i) the ADSs on the New York Stock Exchange in U.S. dollars and (ii) our Series B shares on the Mexican Stock Exchange in pesos. The information set forth in the table below reflects actual historical amounts at the trade dates and has not been restated in constant pesos.

		US$ per ADS(1)								Pesos per Series B Share
		Low				High				Low				High
2006			28.93				45.16				29.00				49.29
2007			41.07				62.79				54.19				67.17
2008
First Quarter			49.35				62.89				53.00				68.30
Second Quarter			47.42				63.54				49.10				67.38
Third Quarter			43.57				52.59				45.41				55.62
Fourth Quarter			24.96				49.93				33.75				54.68
2009
First Quarter			24.55				42.14				36.11				55.94
Second Quarter			27.00				40.99				37.96				53.90
Third Quarter			35.22				45.50				47.69				59.40
Fourth Quarter			40.66				56.27				53.75				75.00
2010
January			48.06				57.60				60.99				75.11
February			45.94				53.65				59.13				68.70
March			49.06				56.74				61.72				70.20
April			50.44				58.28				63.75				70.56
May			45.56				56.23				60.25				70.03
June			45.19				52.57				58.49				67.70
July			43.59				54.92				56.90				69.59

          On August 2, 2010, the last reported sales price of the ADSs on the New York Stock Exchange was US$53.13 per ADS and the last reported sales price of the Series B shares on the Mexican Stock Exchange was Ps.67.00 per Series B share.

SELECTED CONSOLIDATED FINANCIAL AND OPERATING INFORMATION

          The following tables present a summary of our consolidated financial and operating information and that of our subsidiaries for each of the periods indicated. This information should be read in conjunction with, and is qualified in its entirety by reference to, our financial statements, including the notes thereto. Our financial statements are prepared in accordance with Mexican NIF, which differs in certain significant respects from generally accepted accounting principles in the United States, or U.S. GAAP. Note 19 to our audited annual consolidated financial statements included in our 2009 Annual Report, incorporated herein by reference, provides a description of the principal differences between Mexican NIF and U.S. GAAP as they relate to our business.

          Information as of and for the six months ended June 30, 2009 and 2010 has been derived from, should be read in conjunction with and is qualified in its entirety by reference to, our unaudited consolidated interim financial statements and the notes thereto, included in this prospectus supplement. The unaudited financial information presented below has been prepared on the same basis as our audited annual consolidated financial statements, and, in our opinion, includes all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of our financial condition and results of operation as of the dates and for the periods specified. Results for the six months ended June 30, 2010 are not, however, necessarily indicative of results to be expected for the full year 2010.

		Year ended December 31,																								Six months ended June 30,
		2005				2006				2007				2008				2009				2009				2009				2010				2010
		(thousands of constant Mexican pesos as of												(thousands of nominal								(thousands				(thousands of nominal								(thousands
		December 31, 2007)(1)												Mexican pesos)(1)								of U.S.$) (2)				Mexican pesos)(1)								of U.S.$) (2)
																										(unaudited)
Income statement data:
Mexican NIF:
Revenues:
Aeronautical services(3)		Ps.	1,577,295			Ps.	1,647,594			Ps.	1,890,950			Ps.	2,101,879			Ps.	2,042,647			US$	159,201			Ps.	1,083,561			Ps.	1,227,427			US$	95,664
Non-aeronautical services(4)			650,889				675,530				894,941				1,066,828				1,088,537				84,839				579,505				641,977				50,035
Construction services(5)			—				—				—				—				—				—				—				217,667				16,965
Total revenues			2,228,184				2,323,124				2,785,891				3,168,707				3,131,184				244,040				1,663,066				2,087,071				162,664
Operating expenses:
Cost of services			(602,436	)			(665,275	)			(743,642	)			(810,101	)			(788,562	)			(61,459	)			(386,544	)			(405,393	)			(31,596	)
Cost of construction(5)			—				—				—				—				—				—				—				(217,667	)			(16,965	)
General and administrative expenses			(110,907	)			(101,156	)			(104,019	)			(114,159	)			(121,708	)			(9,486	)			(54,039	)			(78,590	)			(6,125	)
Technical assistance fee(6)			(71,721	)			(73,707	)			(91,945	)			(104,485	)			(103,518	)			(8,068	)			(57,193	)			(64,779	)			(5,049	)
Government concession fee(7)			(111,409	)			(116,007	)			(139,294	)			(154,752	)			(150,559	)			(11,734	)			(78,632	)			(89,843	)			(7,002	)
Depreciation and amortization(5)			(468,653	)			(506,124	)			(540,821	)			(601,513	)			(629,507	)			(49,063	)			(315,941	)			(178,534	)			(13,915	)
Net comprehensive financing			24,558				15,786				15,144				174,272				20,156				1,571				21,382				13,432				1,047
Non-ordinary items(8)			(9,678	)			(16,242	)			(2,385	)			(9,734	)			(15,384	)			(1,199	)			(12,444	)			(676	)			(53	)
Income before taxes			877,938				860,399				1,178,929				1,548,235				1,342,102				104,602				779,655				1,065,021				83,006
Provision for income taxes(5)			(269,893	)			(312,432	)			(656,568	)			(498,766	)			(544,692	)			(42,453	)			(312,489	)			(289,890	)			(22,593	)
Net income			608,045				547,967				522,361				1,049,469				797,410				(62,149	)			467,166				775,131				60,413
Basic and diluted earnings per share(9)			2.03				1.83				1.74				3.50				2.66				0.21				1.56				2.58				0.20
Basic and diluted earnings per ADS (unaudited)(10)			20.27				18.27				17.41				34.98				26.58				2.07				15.57				25.84				2.01
Dividends per share(11)			0.69				0.73				0.77				2.00				6.28				0.49				6.28				2.50				0.19
U.S. GAAP:
Revenues			2,228,184				2,319,110				2,771,216				3,174,893				3,137,370				244,522				—				—				—
Operating income			819,554				862,234				1,253,490				1,587,205				1,543,809				120,322				—				—				—
Net income			487,938				431,597				257,274				1,219,609				919,236				71,644				—				—				—
Basic and diluted earnings per share(9)			1.63				1.44				0.86				4.07				3.06				0.24				—				—				—
Basic and diluted earnings per ADS (unaudited)(10)			16.26				14.39				8.58				40.65				30.64				2.39				—				—				—
Other Operating Data (Unaudited):
Total passengers (thousands of passengers)			13,321.3				13,779.9				16,238.8				17,752.4				15,535.6				—				8,238.9				8,966.6				—
Total air traffic movements (thousands of movements)			209.9				220.5				262.3				270.1				246.5				—				125.1				138.0				—
Total revenues per passenger (in pesos)		Ps.	167.3			Ps.	168.6			Ps.	171.6			Ps.	178.5			Ps.	201.5			US$	15.71			Ps.	201.9			Ps.	232.8			US$	18.14

		As of December 31,																								As of June 30,
		2005				2006				2007				2008				2009				2009				2010				2010
																										(thousands of
																										nominal
		(thousands of constant Mexican pesos as of												(thousands of nominal Mexican								(thousands of				Mexican				(thousands of
		December 31, 2007)(1)												pesos)(1)								U.S.$) (2)				pesos)(1)				U.S.$) (2)
																										(unaudited)
Balance Sheet Data:
Mexican NIF:
Cash and marketable securities		Ps.	1,655,728			Ps.	1,288,353			Ps.	1,925,697			Ps.	1,733,512			Ps.	961,404			US$	74,931			Ps.	590,693			US$	46,038
Total current assets			2,006,628				1,702,364				2,415,241				2,793,941				2,083,163				162,359				2,024,223				157,765
Airport concessions, net(5)			8,501,010				8,242,778				8,037,900				7,833,022				7,628,144				594,527				14,646,907				1,141,561
Rights to use airport facilities, net(5)			2,265,447				2,246,711				2,189,975				2,123,865				2,057,476				160,357				—				—
Total assets(5)			15,183,527				15,503,054				16,676,081				17,374,594				16,695,708				1,301,241				17,262,564				1,345,421
Current liabilities			380,966				254,564				317,002				621,570				399,482				31,135				568,182				44,283
Total liabilities(5)			1,120,341				1,199,766				2,170,554				2,419,598				2,838,013				221,191				2,954,433				230,265
Capital Stock			12,799,204				12,799,204				12,799,204				12,799,204				12,799,204				997,553				12,799,204				997,553
Net equity/stockholders’ equity(5)			14,063,186				14,303,288				14,505,527				14,954,996				13,857,695				1,080,050				14,308,131				1,115,157
U.S. GAAP:
Cash and cash equivalents			1,159,233				859,857				1,870,675				1,733,512				876,922				68,346				—				—
Total current assets			2,054,071				1,727,121				2,542,644				2,927,037				2,125,101				165,628				—				—
Airport concessions, net			92,810				30,916				22,376				13,776				5,237				408				—				—
Rights to use airport facilities, net			1,770,376				1,717,356				1,671,325				1,615,667				1,560,081				121,591				—				—
Total assets			8,182,141				8,273,993				8,579,690				9,709,366				8,907,632				694,249				—				—
Total liabilities			387,534				266,370				546,042				1,056,109				1,219,139				95,018				—				—
Capital stock			6,989,281				6,989,281				6,989,281				6,989,281				6,989,281				544,735				—				—
Net equity/stockholders’ equity			7,794,607				8,007,623				8,033,648				8,653,257				7,688,493				599,231				—				—

		Year ended December 31,																								Six months ended June 30,
		2005				2006				2007				2008				2009				2009				2009				2010				2010
		(thousands of constant Mexican pesos as of												(thousands of nominal Mexican								(thousands of				(thousands of nominal Mexican								(thousands of
		December 31, 2007)(1)												pesos)(1)								U.S.$)(2)				pesos)(1)								U.S.$)(2)
																										(unaudited)
Statement of Changes in Financial Position:(12)
Mexican NIF:
Resources provided by operating activities		Ps.	1,336,897			Ps.	1,070,404			Ps.	1,622,626
Resources used in financing activities			(296,442	)			(307,865	)			(320,122	)
Resources used in investing activities			(682,558	)			(1,129,915	)			(665,160	)
Increase (decrease) in cash and marketable securities			357,897				(367,376	)			637,344
Cash Flow Data:(12)
Mexican NIF:
Cash flow provided by operating activities														Ps.	1,555,172			Ps.	1,366,096			US$	106,472			Ps.	811,987			Ps.	1,250,659			US$	97,475
Cash flow used in financing activities															(951,264	)			(1,529,675	)			(119,221	)			(1,475,130	)			(1,409,357	)			(109,843	)
Cash flow used in investing activities															(796,093	)			(608,529	)			(47,428	)			(97,049	)			(212,013	)			(16,524	)
Decrease in cash and marketable securities															(192,185	)			(722,108	)			(56,280	)			(760,192	)			(370,711	)			(28,893	)
U.S. GAAP:
Cash flow provided by operating activities(12)			1,211,614				993,150				1,637,468				1,343,587				1,243,102				96,886				—				—
Cash flow used in financing activities(13)			(207,507	)			(218,582	)			(231,249	)			(600,000	)			(1,338,545	)			(104,324	)			—				—
Cash flow used in investing activities			(872,745	)			(1,028,787	)			(364,250	)			(880,750	)			(761,147	)			(59,323	)			—				—
Effect of inflation on cash and cash equivalents			(34,259	)			(45,157	)			(31,151	)			—				—				—				—				—
Increase (decrease) in cash and cash equivalents			97,103				(299,376	)			1,010,818				(137,163	)			(856,590	)			(66,761	)			—				—

RESULTS OF OPERATIONS FOR THE SIX MONTHS ENDED JUNE 30, 2009 AND 2010

          The following discussion should be read in conjunction with, and is entirely qualified by reference to, our unaudited consolidated condensed financial statements as of and for the six months ended June 30, 2010 and the notes thereto, included in this prospectus supplement. Our unaudited consolidated condensed financial statements have been prepared in accordance with Mexican NIF, which differs in certain significant respects from U.S. GAAP. Our results of operations for the six-month period ended June 30, 2010 are not necessarily indicative of results to be expected for the entire fiscal year. The following discussion should also be read in conjunction with “Operating and Financial Review and Prospects” in our 2009 Annual Report, incorporated herein by reference.

          Our results as of and for the six months ended June 30, 2010 include the effects of INIF 17 and, as a result, may not be comparable to prior periods. See “Recent Developments—Adoption of INIF 17”.

Passenger Traffic

          For the first half of 2010, total passenger traffic increased by 8.8% as compared to the first half of 2009. International passenger traffic increased by 11.4% while domestic passenger traffic increased by 4.8%. The 11.4% increase in international passenger traffic resulted mainly from an increase of 11.7%, 12.5%, 17.7% and 11.0% in international traffic at the Cancún, Mérida, Veracruz and Villahermosa airports, respectively. The 4.8% increase in domestic passenger traffic resulted mainly from increases of 11.1%, 12.6%, and 3.4% in domestic traffic at the Cancún, Mérida and Veracruz airports, respectively.

          On April 28, 2009, the World Health Organization announced the outbreak of the H1N1 Influenza in Mexico. Mainly as a result of the outbreak and the global recession, total passenger traffic in 2009 declined 2.1% in April, 50.7% in May, 28.4% in June, 16.7% in July, 12.8% in August, 10.7% in September, 7.2% in October, 7.1% in November and 4.1% in December, as compared to the corresponding months in 2008. During 2010, total passenger traffic declined by 4.6% in January, 6.9% in February, increased 0.2% in March, decreased 0.9% in April, and increased 85.8% in May and 25.5% in June, as compared to the corresponding months in 2009.

Domestic Passengers (in thousands)

		For the six months ended June 30,
		2009				2010				% Change
Airport
Cancún			1,391.6				1,545.7				11.1
Cozumel			26.0				20.4				(21.5	)
Huatulco			160.5				159.7				(0.5	)
Mérida			451.5				508.2				12.6
Minatitlán			66.8				65.2				(2.4	)
Oaxaca			234.9				205.7				(12.4	)
Tapachula			105.0				90.8				(13.5	)
Veracruz			381.3				394.4				3.4
Villahermosa			353.9				332.8				(6.0	)
Total			3,171.5				3,322.9				4.8

Note: Passenger figures exclude transit and general aviation passengers.

International Passengers (in thousands)

		For the six months ended June 30,
		2009				2010				% Change
Airport
Cancún			4,661.0				5,204.0				11.7
Cozumel			226.7				245.4				8.3
Huatulco			49.8				53.6				7.6
Mérida			44.0				49.5				12.5
Minatitlán			1.6				2.7				68.8
Oaxaca			30.6				27.0				(11.8	)
Tapachula			2.0				2.1				5.0
Veracruz			29.9				35.2				17.7
Villahermosa			21.8				24.2				11.0
Total			5,067.4				5,643.7				11.4

Note: Passenger figures exclude transit and general aviation passengers.

Total Passengers (in thousands)

		For the six months ended June 30,
		2009				2010				% Change
Airport
Cancún			6,052.6				6,749.7				11.5
Cozumel			252.7				265.8				5.2
Huatulco			210.3				213.3				1.4
Mérida			495.5				557.7				12.6
Minatitlán			68.4				67.9				(0.7	)
Oaxaca			265.5				232.7				(12.4	)
Tapachula			107.0				92.9				(13.2	)
Veracruz			411.2				429.6				4.5
Villahermosa			375.7				357.0				(5.0	)
Total			8,238.9				8,966.6				8.8

Note: Passenger figures exclude transit and general aviation passengers.

Consolidated Results

          Consolidated revenues for the first half of 2010 increased by 25.5% as compared to the first half of 2009 to Ps.2,087.1 million. This was mainly due to: increases of 13.3% in revenues from aeronautical services, principally as a result of the 8.8% increase in passenger traffic during the period and 10.8% in revenues from non-aeronautical services, principally as a result of the 10.3% rise in commercial revenues detailed below; and initial recognition of Ps.217.7 million in revenues from construction services as a result of our adoption of INIF 17. See “Recent Developments—Adoption of INIF 17” in this prospectus supplement. Total revenues per workload unit increased 14.8% from Ps.196.4 in the first half of 2009 to Ps.225.4 in the first half of 2010 due to a 25.5% increase in revenues which more than offset the 9.4% increase in workload units from 8.5 million in the first half of 2009 to 9.3 million in the first half of 2010.

          Our consolidated revenues from aeronautical services, net of rebates, increased 13.3% to Ps.1, 227.4 million in the first half of 2010 from Ps.1,083.6 million in the first half of 2009. Revenues from passenger charges increased 14.4% to Ps. 949.1 million over the same period in 2010 (77.3% of our aeronautical revenues during the period) from Ps.829.5 million in the first half of 2009 (76.6% of our aeronautical revenues during the period), principally because of an increase in passenger volume and an increase in rates that took effect in the third quarter of 2009. See “Information on the Company—Regulatory Framework—Price Regulation-Current Maximum Rates” in our 2009 Annual Report, incorporated herein by reference, for a discussion of the increase in maximum rates. Aeronautical revenues per workload unit increased 3.6% from Ps.128.0 in the first half of 2009 to Ps.132.6 in the first half of 2010.

          Revenues from non-aeronautical services increased 10.8% to Ps.642.0 million in the first half of 2010 from Ps.579.5 million in the first half of 2009. The primary factor influencing the change in non-aeronautical revenue was a 10.3% increase in commercial revenues, in large part due to the 8.8% increase in passenger volume. There were increases in revenues of: 7.0% in duty-free stores; 11.9% in retail operations; 14.8% in food and beverage; 68.9% in banking and currency exchange services; 17.2% in car rentals; 25.7% in ground transportation services and 9.1% in other revenues. These increases were partially offset by revenue declines of: 5.7% in parking lot fees; 9.2% in advertising; and 23.1% in teleservices. Non-aeronautical revenue per terminal passenger increased 1.3%, to Ps.69.3 per passenger in the first half of 2010 from Ps.68.4 per passenger in the first half of 2009.

          Our revenues from regulated sources in the first half of 2010 were Ps.1,287.5 million, a 12.9% increase compared to Ps.1,140.2 million during the first half of 2009, mainly due to the increase in total passenger traffic of 8.8%. During the first half of 2010, Ps.581.9 million of our revenues was derived from non-regulated sources, a 11.3% increase from the Ps.522.9 million of revenues derived from non-regulated sources for the first half of 2009. This increase was primarily due to the 10.3% increase in commercial revenues described above, from Ps.502.7 million in the first half of 2009 to Ps.554.5 million in 2010. See “Operating and Financial Review and Prospects—Classification of Revenues and Price Regulation” in our 2009 Annual Report, incorporated herein by reference, for a discussion of our price regulation system.

          Total operating expenses for the first half of 2010 increased 16.0% as compared to the first half of 2009. This was primarily due to: increases of 45.4% in general and administrative expenses, principally in labor costs resulting from the reassignment of employees from certain operating areas of Cancún airport (whose employee costs are recorded as a cost of service) to corporate (whose employee costs are recorded as a general and administrative expense) and higher professional fees; 4.9% in cost of services resulting from the increase in passenger traffic and higher energy cost and equipment lease charges; 13.3% in technical assistance fees, reflecting the corresponding increase in our consolidated earnings before comprehensive financing costs, income taxes, and

depreciation and amortization, which is the basis used to determine the technical assistance fees during the period; and 14.3% in concession fees paid to the Mexican government, mainly due to higher revenues and an increase in the taxable base (a factor in the calculation of the fee); as well as initial recognition of Ps.217.7 million in costs of construction services as a result of our adoption of INIF 17. See “Operating and Financial Review and Prospects—Operating Costs—Technical Assistance Fee and Government Concession Fee” in our 2009 Annual Report, incorporated herein by reference, for a discussion of the technical assistance and government concession fees, and “Recent Developments—Adoption of INIF 17” in this prospectus supplement for a discussion of the adoption of INIF 17. These increases were partially offset by a 43.5% decline in depreciation and amortization resulting from the difference between new investments in fixed assets, improvements made to concession assets and the end of their useful life and from the adoption of INIF 17, which requires us to amortize fixed assets constructed or acquired since 2008 in accordance with the remaining period of the concession, using the straight line method, whereas before, these assets were amortized in accordance with their estimated remaining useful life. Our operating expenses per workload unit increased 6.0% from Ps.105.39 in the first half of 2009 to Ps.111.75 in the first half of 2010.

          Our operating margin increased to 50.4% in the first half of 2010 from 46.3% in the first half of 2009. This was mainly the result of a 25.5% increase in revenues that more than offset the 16.0% increase in operating expenses during the period.

          Comprehensive financing cost for the first half of 2010 declined by Ps.8.0 million compared to the first half of 2009. During the first half of 2010, we reported net interest income of Ps.8 million, an exchange rate net gain of Ps.7.8 million and a mark-to-market loss in an interest rate swap of Ps.2.3 million. Net interest income resulted from interest income of Ps.25.3 million and accrued interest expense of Ps.17.3 million.

Income Taxes

          Following the changes in Mexican tax law that took effect January 1, 2008, which established a new flat rate business tax (Impuesto Empresarial a Tasa Unica, or “IETU”) and eliminated the asset tax, we evaluated and reviewed our deferred assets and liabilities position under Mexican NIF.

          Under current tax law, our airports are taxed based on the higher of IETU or income tax. Any IETU amounts paid during the taxable year are applied to offset income tax liabilities. The provision for income taxes for the first half of 2010 declined by 7.2% to Ps.289.9 million, compared to Ps.312.5 million in the first half of 2009.

          Of the total Ps.22.6 million reduction in income taxes, our provision for IETU decreased by Ps.66.9 million, which was partially offset by a Ps.44.3 million increase in the provision for income taxes as compared to the first half of 2009 because we currently estimate that Cancún airport will generate income tax liability rather than IETU in 2010.

Net income

          Net income for the first half of 2010 increased 65.9% to Ps.775.1 million from Ps.467.2 million in the first half of 2009. Earnings per ordinary (Series B and Series BB) share for the first half of 2010 were Ps.2.5838, or earnings of US$2.0116 per ADS (one ADS represents ten Series B shares). This compares with earnings of Ps.1.5572 per ordinary share, or earnings of US$1.2124 per ADS, for the first half of 2009.

Balance Sheet

          On June 30, 2010, Airport Concessions represented 84.8% of our total assets, with current assets representing 11.7% and other assets representing 3.5%.

          Cash and marketable securities on June 30, 2010 were Ps.590.7 million, a 38.6% decline from Ps.961.4 million on December 31, 2009. This was mainly the result of a Ps.750.0 million cash dividend paid in the second quarter of 2010 and bank loan payments in May and June of 2010 totalling Ps.363.6 million.

          Stockholder’s equity as of June 30, 2010 was Ps.14,308.1 million and total liabilities were Ps.2,954.4 million, representing 82.9% and 17.1% of total assets, respectively. Total deferred tax liabilities represented 77.3% of our total liabilities.

Capital Expenditures

          During the first half of 2010, we made investments of Ps.217.7 million as part of our ongoing plan to modernize our airports pursuant to our master development plans.

Liquidity and Capital Resources

          In the first six months of 2010, we generated Ps.1,250.7 million in cash flow from operating activities. Cash flow used in financing activities was Ps.1,409.4 million, as a result of payment of dividends of Ps.750.0 million and Ps.295.7 million of tax on dividends paid, and Ps.363.6 million in amortization of our bank loans. Cash flow used in investing activities in the first six months of 2010 was Ps.212.0 million, principally for purchases of machinery, furniture, equipment and construction expenses related to our concessioned assets.

          Total bank debt at June 30, 2010 was Ps.187.6 million. This reflects borrowings of Ps.600.0 million incurred in May and June 2009, total principal payments of Ps.418.2 million made in the fourth quarter of 2009 and the first half of 2010, and interest payable of Ps.5.8 million generated during the first half of 2010.

New Accounting Pronouncements

          Mexican NIFs B-5 (“Financial Information by Segments”), B-9 (“Financial Information at Interim Dates”), C-1 (“Cash and Cash Equivalents”) and INIF 17 (“Service Concession Contracts”), issued by the CINIF, went into effect on January 1, 2010. We believe that these reporting standards and interpretation will not have a significant impact on our financial information with the exception of INIF 17, which addresses the accounting standards to be applied to concession contracts which require improvements to be made to concessioned assets. See “Recent Developments—Adoption of INIF 17” in this prospectus supplement.

RECENT DEVELOPMENTS

Challenge to Riviera Maya Bidding Process

          On May 11, 2010, the Mexican federal government initiated a public bidding process for a concession to build and operate a new airport in the Riviera Maya region, which is currently served primarily by Cancún International Airport. See “Risk Factors—Risks Related to the Regulation of Our Business—The Mexican government could grant new concessions that compete with our airports, including the Cancún International Airport” in our 2009 Annual Report, incorporated by reference herein.

          On June 25, 2010, we filed a challenge (amparo) against the bidding process for the Riviera Maya Airport in the first district court of Mexico. The court has agreed to consider the challenge but did not grant our request for an injunction to temporarily stop the bidding process for the Riviera Maya airport concession. It is currently our intention to participate in the public bidding process for this airport, but we cannot assure you that we will participate, that we would be successful if we did participate, that the Comision Federal de Competencia (Federal Competition Commission) will permit us to participate in the bidding process, or under what conditions we will be permitted to participate.

ASUR to Adopt IFRS Beginning In 2011

          All Mexican issuers are required to adopt International Financial Reporting Standards, or IFRS, as their accounting standard, no later than fiscal years beginning on or after January 1, 2012. We intend to adopt IFRS as our accounting standard for the fiscal year beginning January 1, 2011. We are currently evaluating the impact that the adoption of IFRS may have on our results of operations, balance sheet, and statement of cash flows. See “Risk Factors—Risks Related to Our Operations—The adoption of IFRS may result in changes to our results of operations, balance sheet and statement of cash flows” in this prospectus supplement.

Copenhagen Airports Agrees to Sell Its Ownership Interest in ITA

          On June 22, 2010, Copenhagen Airports A/S (“CPH”) entered into an agreement to sell its 49% aggregate interest in Inversiones y Tecnicas Aeroportuarias, S.A. de C.V., or ITA, to CPH’s local Mexican business partner and our CEO and Chairman, Fernando Chico Pardo. ITA is our strategic partner and the holder of our Series BB shares, which have special voting and management rights. See “Description of Our Capital Stock” in the accompanying prospectus for more information on the Series BB shares. Consummation of CPH’s sale of its stake in ITA to Fernando Chico Pardo is conditioned upon, among other things, approval by the Mexican authorities, including the Ministry of Communications and Transportation. We cannot assure you that such approvals will be obtained. If the sale is completed, CPH will no longer hold any interest in ITA, however, our Technical Assistance Agreement with ITA will continue in force until its scheduled termination. See “Operating and Financial Review and Prospects—Operating Costs—Technical Assistance Fee and Government Concession Fee” in our 2009 Annual Report, incorporated herein by reference, for a discussion of the technical assistance fee.

Adoption of INIF 17

          On July 30, 2010, we announced that we had concluded our analysis of the effects of the adoption of INIF 17, “Service Concession Contracts”. INIF 17 was issued by the CINIF and became effective in 2010. This new standard arose from the need to provide clarification on the accounting treatment to be followed for service concession contracts for services that are considered public in nature. INIF 17 incorporates into NIF C-3 the accounting treatment for the present value of the recognition of a long term receivable, and additionally, it modifies NIF D-7 to allow the recognition of executed and approved work to be collected or work to be approved as a non-current asset.

          The following are the principal effects of INIF 17 on our results of operation and balance sheet:

•

New category of revenues and cost. Under INIF 17, an operator of a service concession that is required to make capital improvements to concessioned assets, such as us, is deemed to provide construction or upgrade services. As a result, the operator is required to account for the revenues and expenses relating to those services. In our case, because we hire a third party to provide construction and upgrade services, our revenues relating to construction or upgrade services are equal to our expenses for those services. Revenues related to construction and upgrade services are presented in a new category of

			revenues called “Construction services” and expenses related to construction and upgrade services are presented in a new category of expenses called “Costs of construction”.
	•		Intangible assets and change in amortization rates. Under INIF 17, all infrastructure to which an operator of a service concession is given access by the grantor of the concession service agreement and the upgrades to that infrastructure made by the operator are recognized as an intangible asset. These assets are amortized over the concession period. As a result, we are required to include all fixed assets under “Airport Concessions, net” and to modify amortization rates in accordance with the remaining period of the concession, using the straight line method, for those fixed assets constructed or acquired in the past. Previously we amortized fixed assets based on the estimated remaining useful life of the particular asset.

     The effects of INIF 17 are reflected in our unaudited interim financial statements as of and for the period ending June 30, 2010, and include the following net changes to our income statement:

	•		an increase of Ps.217.7 million in revenues, all of which is attributable to the new category of revenues called “Construction services”;
	•		an increase of Ps.217.7 million in operating expenses, all of which is attributable to the new category of expenses called “Cost of construction”;
	•		a decrease of Ps.132.0 million in depreciation and amortization; and
	•		an increase of Ps.19.7 million in deferred income tax and an increase of Ps.9.7 million in deferred IETU.

Because of these net changes to our income statement, the adoption of INIF 17 resulted in an increase in net income of Ps.102.6 million during the first half of 2010.

In addition, the adoption of INIF 17 resulted in the following net changes to our balance sheet as of June 30, 2010:

	•		a net increase of Ps.693.0 million in total assets;
	•		a net increase of Ps.165.1 million in total liabilities; and
	•		a net increase of Ps.527.9 million in stockholders’ equity.

          The following table sets forth certain information regarding the shares of our capital stock, including shares represented by ADSs, held by the selling stockholder as of August 3, 2010 and as adjusted to show the effects of the offering.

Number of

Approximate

Approximate

Shares of

Percentage of

Number of

Percentage of

Approximate

Capital Stock

Capital Stock

Shares

Capital Stock

Percentage of

Beneficially

Beneficially

of Capital Stock

Beneficially

Number of Shares

Capital Stock Being

Owned

Owned

Beneficially

Owned Prior

of Capital Stock

Offered in

Immediately

Immediately

Selling

Owned Prior to

to this

Being Offered in

This

After This

After this

Stockholder

this Offering

Offering

This Offering

Offering

Offering

Offering

JMEX B.V.(1)

47,974,228

16.0%

43,612,938

14.5%

4,361,290

1.5%

          All information contained in the table above assumes no exercise of the option of the underwriters to purchase up to 4,361,290 additional Series B shares, directly or in the form of ADSs, to cover over-allotments.

UNDERWRITING

          The selling stockholder is offering the ADSs and Series B shares described in this prospectus supplement and accompanying prospectus through the underwriters named below. J.P. Morgan Securities Inc. and Macquarie Capital (USA) Inc. are acting as joint book-running managers of the offering and as representatives of the underwriters. In this offering, the selling stockholder will offer       Series B shares (directly or in the form of ADS) internationally and      Series B shares in a concurrent private placement in Mexico pursuant to Article 8 of the Mexican Securities Market Law, subject to reallocation. Subject to the terms and conditions of the underwriting agreement dated the date of this prospectus supplement, the selling stockholder has agreed to sell to the underwriters, and each underwriter has severally agreed to purchase, at the public offering price less the underwriting discounts and commissions set forth on the cover page of this prospectus supplement, the number of Series B shares, directly or in the form of ADSs, listed next to its name in the following table:

		Number of
		Series B
Name		shares
J.P. Morgan Securities Inc.
Macquarie Capital (USA) Inc.
Total		43,612,938

          The underwriting agreement provides that the obligations of the underwriters are subject to certain conditions precedent, including the absence of any material adverse change in our business and the receipt of certain certificates, opinions and letters from us, our and the selling stockholder’s counsel and our independent auditors. The underwriters are committed to purchase all the ADSs and Series B shares offered by the selling stockholder if they purchase any ADSs and Series B shares (other than those covered by the underwriters’ over-allotment option described below). The underwriting agreement provides that, if an underwriter defaults, the purchase commitments of non-defaulting underwriters may be increased or the offering may be terminated.

          The selling stockholder has granted to the underwriters an option to purchase up to 4,361,290 additional Series B shares, directly or in the form of ADSs, to cover over-allotments. The underwriters have 30 days from the date of this prospectus supplement to exercise this over-allotment option. If any ADSs and Series B shares are purchased with this over-allotment option, the underwriters will purchase ADSs and Series B shares in approximately the same proportion as shown in the table above. If any additional ADSs and Series B shares are purchased, the underwriters will offer the additional ADSs and Series B shares on the same terms as those on which the shares are being offered. Any ADSs and Series B shares purchased in the over-allotment option will not be offered in Mexico.

          The underwriters propose to offer the ADSs and Series B shares directly to the public at the initial public offering price set forth on the cover page of this prospectus supplement and to certain dealers at that price less a concession not in excess of US$     per ADS, or US$     per Series B share. Any such dealers may resell shares to certain other brokers or dealers at a discount of up to US$     per ADS, or US$     per Series B share, from the initial public offering price. After the initial public offering, the offering price and other selling terms may be changed by the underwriters.

          The following table shows the per ADS, per Series B share and total underwriting discounts and commissions to be paid to the underwriters by the selling stockholder in connection with the offering assuming both no exercise and full exercise of the underwriters’ overallotment option:

		Without		With Full
		over-allotment		over-allotment
		exercise		exercise
Per ADS		US$		US$
Per Series B share
Total		US$		US$

          The selling stockholder estimates that its total expenses for the offering will be approximately US$1,900,000. All of our expenses related to this offering will be borne by the selling stockholder.

          A prospectus in electronic format may be made available on the web sites maintained by one or more underwriters, or selling group members, if any, participating in the offering. The underwriters may agree to allocate a number of ADSs and Series B shares to underwriters and selling group members for sale to their online brokerage account holders. Internet distributions will be allocated by the representatives to underwriters and selling group members that may make Internet distributions on the same basis as other allocations.

          We and the selling stockholder have agreed with the underwriters prior to the commencement of this offering that we and the selling stockholder for a period of 90 days after the date of this prospectus supplement, may not, without the prior written consent of the representatives of the underwriters:

	•		offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of, directly or indirectly, or cause to be filed with the SEC a registration statement under the Securities Act or with the CNBV a prospectus under Mexican securities laws relating to, any shares of our capital stock (including in the form of ADSs) or any securities convertible into or exercisable or exchangeable for any shares of our capital stock (including in the form of ADSs) (including without limitation, such other securities which may be deemed to be beneficially owned by the selling stockholder in accordance with the rules and regulations of the SEC and securities which may be issued upon exercise of a stock option or warrant), or publicly disclose the intention to make any offer, sale, pledge, disposition, or filing; or
	•		enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of any shares of our capital stock (including in the form of ADSs) or any securities convertible into or exercisable or exchangeable for any of our shares of our capital stock (including in the form of ADSs),

whether any such transaction described in the bullet points above is to be settled by delivery of any shares of our capital stock (including in the form of ADSs) or any securities convertible into or exercisable or exchangeable for any of our shares of our capital stock (including in the form of ADSs) or such other securities, in cash or otherwise. In addition, in the event that either (1) during the last 17 days of the “lock-up” period, we release earnings results or material news or a material event relating to us occurs or (2) prior to the expiration of the “lockup” period, we announce that we will release earnings results during the 16-day period beginning on the last day of the “lock-up” period, then in either case the expiration of the “lock-up” will be extended until the expiration of the 18-day period beginning on the date of the release of the earnings results or the occurrence of the material news or event, as applicable. These restrictions do not apply to the sales of ADSs or Series B shares to the underwriters.

          We and the selling stockholder have agreed to indemnify the underwriters against certain liabilities, including liabilities under the Securities Act.

          The ADSs are listed on the New York Stock Exchange under the symbol “ASR.” Our Series B shares are listed on the Mexican Stock Exchange under the symbol “ASUR.”

          In connection with the offering, the underwriters may engage in stabilizing transactions outside of Mexico, which involves making bids for, purchasing and selling ADSs (in the form of Series B shares or ADSs) in the open market for the purpose of preventing or retarding a decline in the market price the ADSs while this offering is in progress. These stabilizing transactions may include making short sales of the ADSs, which involves the sale by the underwriters of a greater number of ADSs than the number of ADSs they are required to purchase in this offering, and purchasing ADSs on the open market to cover positions created by short sales. Short sales may be “covered” shorts, which are short positions in an amount not greater than the underwriter’s over-allotment option referred to above, or may be “naked” shorts, which are short positions in excess of that amount. The underwriters may close out any covered short position either by exercising their over-allotment option, in whole or in part, or by purchasing shares in the open market. In making this determination, the underwriters will consider, among other things, the price of ADSs available for purchase in the open market compared to the price at which the underwriter may purchase ADSs through the over-allotment option. A naked short position is more likely to be created if the underwriters are concerned that there may be downward pressure on the price of the ADSs or the Series B shares in the open market that could adversely affect investors who purchase in this offering. To the extent that the underwriters create a naked short position, they will purchase ADSs in the open market to cover the position.

          The underwriters have advised us that, pursuant to Regulation M of the Securities Act, they may also engage in other activities that stabilize, maintain or otherwise affect the price of the ADSs, including the imposition of penalty bids. This means that

if the underwriters purchase ADSs in the open market in stabilizing transactions or to cover short sales, the underwriters may be required to repay the underwriting discount received by them.

          These activities may have the effect of raising or maintaining the market price of the ADSs or the Series B shares or preventing or retarding a decline in the market price of the ADSs or the Series B shares, and, as a result, the price of the ADSs or the Series B shares may be higher than the price that otherwise might exist in the open market. If the underwriters commence these activities, they may discontinue them at any time. The underwriters may carry out these transactions on the New York Stock Exchange, in the over-the-counter market or otherwise; provided that no stabilization activities may be conducted in Mexico.

          The underwriters and their respective affiliates have provided in the past to us and our affiliates and to the selling stockholder and its affiliates and may provide from time to time in the future certain commercial banking, financial advisory, investment banking and other services for us, the selling stockholder and such affiliates in the ordinary course of their business, for which they have received and may continue to receive customary fees and commissions. In addition, from time to time, the underwriters and their respective affiliates may effect transactions for their own account or the account of customers, and hold on behalf of themselves or their customers, long or short positions in our debt or equity securities or loans, and may do so in the future.

          This prospectus supplement and the accompanying prospectus do not constitute an offer or an invitation by or on behalf of our company, the selling stockholder or the underwriters to subscribe for or purchase any ADSs and Series B shares in any jurisdiction to any person to whom it is unlawful to make such an offer or solicitation in that jurisdiction. The distribution of this prospectus supplement and the accompanying prospectus and the offering of the ADSs and Series B shares in certain jurisdictions may be restricted by law. We, the selling stockholder and the underwriters require persons into whose possession this prospectus supplement and the accompanying prospectus come to inform themselves about and to observe any such restrictions.

          The ADSs and Series B shares described in this prospectus supplement and the accompanying prospectus are not being offered, sold or traded in Mexico pursuant to, and do not constitute, an oferta pública (public offering) in accordance with the Mexican Ley del Mercado de Valores, as amended (the “Mexican Securities Market Law”) or any applicable rules and regulation, nor is the offering contemplated hereby being authorized by the Comision Nacional Bancaria y de Valores (Mexican Banking and Securities Commission, or CNBV), therefore, any such ADSs and Series B shares may not be offered or sold publicly, or otherwise be the subject of brokerage activities in Mexico, except pursuant to a private placement exemption set forth under Article 8 of the Mexican Securities Market Law. As such, this offering can be made to any person in Mexico so long as the offering complies, among other requirements as set forth under the Mexican Securities Market Law, with the following:

          (i) it is made to persons who are “inversionistas institucionales o calificados” in accordance with the Mexican Securities Market Law; or

          (ii) it is made to persons who are stockholders of companies which fulfill their corporate purpose exclusively or substantially with such securities (e.g., investment companies authorized to invest in such securities); or

          (iii) it is made pursuant to a plan or applicable program for employees or groups of employees of the company or affiliates of the company; or

          (iv) it is made to less than 100 persons to the extent such persons do not qualify under (i), (ii) or (iii) above.

          In identifying proposed purchasers for the ADSs and Series B shares in Mexico, the underwriters will only contact persons or entities whom they reasonably believe are within one of the four categories described in the immediately preceding paragraph in items (i) through (iv).

          Any sales of Series B shares in Mexico will be made by the Underwriters through their affiliates that are licensed casas de bolsa (Mexican broker dealers).

          As required under the Mexican Securities Market Law, we will notify the CNBV of the sale of the securities including the principal characteristics of the offering outside of Mexico pursuant to Article 7 of the Mexican Securities Market Law. Such notice

will be delivered to the CNBV to comply with a legal requirement and for information purposes only, and the delivery to and the receipt by the CNBV of such notice, does not constitute or imply any certification as to the investment quality of the ADSs and Series B shares, our solvency, liquidity or credit quality or the accuracy or completeness of the information provided in this prospectus supplement and the accompanying prospectus. In making an investment decision, all investors, including any Mexican investors who may acquire ADSs or Series B shares from time to time, must rely on their own review and examination of our company. The acquisition of the ADSs or Series B shares by an investor who is a resident of Mexico will be made under its own responsibility. This prospectus supplement and the accompanying prospectus will not be distributed to the public in Mexico.

          In relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each, a “Relevant Member State”), with effect from and including the date on which the Prospectus Directive is implemented in that Relevant Member State (the “Relevant Implementation Date”), no offer of the ADSs (in the form of Series B shares or ADSs) to the public in that Relevant Member State may be made prior to the publication of a prospectus in relation to the ADSs which has been approved by the competent authority in that Relevant Member State or, where appropriate, approved in another Relevant Member State and notified to the competent authority in that Relevant Member State, all in accordance with the Prospectus Directive, except that, with effect from and including the Relevant Implementation Date, an offer of the ADSs may be made to the public in that Relevant Member State at any time:

	•		to legal entities which are authorized or regulated to operate in the financial markets or, if not so authorized or regulated, whose corporate purpose is solely to invest in securities;
	•		to any legal entity which has two or more of (1) an average of at least 250 employees during the last financial year; (2) a total balance sheet of more than €43,000,000 and (3) an annual net turnover of more than €50,000,000, as shown in its last annual or consolidated accounts; or
	•		in any other circumstances which do not require the publication by the issuer of a prospectus pursuant to Article 3 of the Prospectus Directive.

          For the purposes of this provision, the expression an “offer of shares to the public” in relation to any ADSs in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the ADSs to be offered so as to enable an investor to decide to purchase or subscribe the ADSs, as the same may be varied in that Relevant Member State by any measure implementing the Prospectus Directive in that Relevant Member State, and the expression “Prospectus Directive” means Directive 2003/71/EC and includes any relevant implementing measure in each Relevant Member State.

          This document is only being distributed to, and is only directed at, persons in the United Kingdom that are also (1) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”) or (2) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “relevant persons”). This prospectus and its contents are confidential and should not be distributed, published or reproduced (in whole or in part) or disclosed by recipients to any other persons in the United Kingdom. Any person in the United Kingdom that is not a relevant person should not act or rely on this document or any of its contents.

          The ADSs and Series B shares have not been, and will not be, registered with the Comissão de Valores Mobiliários (Brazilian Securities Commission). The ADSs and Series B shares have not been offered or sold, and will not be offered or sold in Brazil, except in circumstances that do not constitute a public offering or distribution under Brazilian laws and regulations.

          The ADSs and Series B shares will not be registered under Law 18,045, as amended, of Chile with the Superintendencia de Valores y Seguros (Chilean Securities Commission), and accordingly, they may not be offered to persons in Chile except in circumstances that do not constitute a public offering under Chilean law.

          The addresses for the joint book-running managers for the offering are J.P. Morgan Securities Inc., 383 Madison Avenue, New York, New York 10179 and Macquarie Capital (USA) Inc., 125 West 55th Street, New York, New York 10019.

CONFLICTS OF INTEREST

          The selling stockholder is an affiliate of Macquarie Capital (USA) Inc. Affiliates of Macquarie Capital (USA) Inc. (including the selling stockholder) beneficially own more than 10% of our capital stock. Because Macquarie Capital (USA) Inc. is an underwriter in this offering and its affiliates beneficially own more than 10% of our capital stock, the underwriters are deemed to have a “conflict of interest” under Rule 2720 of the Conduct Rules of the National Association of Securities Dealers, Inc., which are overseen by the U.S. Financial Industry Regulatory Authority (FINRA). Accordingly, this offering will be made in compliance with the applicable provisions of Rule 2720. Pursuant to Rule 2720, the appointment of a qualified independent underwriter is not necessary in connection with this offering, as the offering is of equity securities that have a bona fide public market. Macquarie Capital (USA) Inc. will not confirm sales to any accounts over which it exercises discretionary authority without first receiving a written consent from those accounts.

ESTIMATED EXPENSES RELATING TO THE OFFERING

						Percentage of net
						proceeds of the
Expenses		Amount				global offering
SEC registration fee		US$	*			**
Printing and engraving expenses			200,000			**
Legal fees and expenses			1,100,000			**
Accountant fees and expenses			200,000			**
Miscellaneous costs and “road show” expenses			400,000			**
Total		US$	1,900,000			**