TCRLA_Public/040623.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

                    L A T I N   A M E R I C A

             Wednesday, June 23, 2004, Vol. 5, Issue 123

                            Headlines


A R G E N T I N A

EAGLESTAR: Verification Deadline Approaches
FRIO NORTE: Claims Verification Ends Today
ILBOR: Trustee Closes Verification Phase
LA BATUTA: Credit Validation Period Ends Today
LG EDICIONES: Reports Submission Set

SIARDECOM: Court Schedules Reports Submission
TELECOM ARGENTINA: Issues APE Solicitation Statement
TRANSENER: Fitch Confirms `D(arg)' Rating on $525M Debentures

* GCAB Retains Bear, Stearns as Financial Advisor


B E R M U D A

GLOBAL CROSSING: Auditors Complete Cost of Access Issue Query


B R A Z I L

ELETROPAULO METROPOLITANA: S&P Raises Ratings To 'CCC-'
TELEMAR: BBVA to Provide $73M Loan for Amazonas Construction

* Brazil Commences $750M, 5-Yr Notes Issue


C H I L E

AES GENER: Completes Restructuring Process
TELEFONICA CTC: Seeks Foreign Investors' Support on Unit's Sale


D O M I N I C A N   R E P U B L I C

AES DOMINICANA: Blames Government For Shutdown


M E X I C O

EMPRESAS ICA: JV Signs Contracts To Build Drilling Platforms
GRUPO IUSACELL: Posts Information on Principal Payments
HYLSAMEX: Financial Group Sees Improvement in Financial Standing
SATMEX: In Negotiations for Maturing $205M Loan


V E N E Z U E L A

PDVSA: Allocates $20B for This Year's Taxes, Dividends
PDVSA: High Accident Rate Puts Operations in Question

* Republic of Venezuela Announces Tender Results

     -  -  -  -  -  -  -  -

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A R G E N T I N A
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EAGLESTAR: Verification Deadline Approaches
-------------------------------------------
The verification of claims for the Eaglestar S.A. bankruptcy
case is set to end today. All creditors were expected to present
proofs of the Company's indebtedness before today to participate
in the payments that will be made after its assets are
liquidated.

Mr. Jose Maria Larrory serves as trustee for the bankruptcy
case.

CONTACT: Mr. Jose Maria Larrory, Trustee
         Viamonte 1348
         Buenos Aires


FRIO NORTE: Claims Verification Ends Today
------------------------------------------
Mr. Alejandro Jose Karanicolas, the court-appointed trustee
serving the Frio Norte S.R.L. reorganization, will stop
accepting creditors' proofs of claim for verification after
today, June 23, 2004.

Troubled Company Reporter - Latin America reports that the
trustee is scheduled to submit the individual reports from the
verified claims on August 23, 2004 followed by the general
report on October 6, 2004.

The case is under the jurisdiction of the Salta civil and
commercial tribunal court no. 2.

CONTACT: Frio Norte S.R.L.
         Aniceto Latorre 699
         Salta

         Mr. Alejandro Jose Karanicolas, Trustee
         Avenida Belgrano 1277
         Salta


ILBOR: Trustee Closes Verification Phase
----------------------------------------
Mr. Hector G. Caferatta, the trustee serving in Ilbor S.A.'s
bankruptcy case, will end the verification of creditor's claims
today. All creditors were expected to submit their respective
claims before today to qualify for the payments to be
distributed after the Company's liquidation.

Buenos Aires Court No. 1, assisted by Clerk No. 2, has
jurisdiction over the bankruptcy case.

CONTACT: Mr. Hector G. Caferatta, Trustee
         Laprida 1898
         Buenos Aires


LA BATUTA: Credit Validation Period Ends Today
----------------------------------------------
The authentication of creditors' claims for the La Batuta de
B.A. S.A. bankruptcy case will end today. All creditors of the
Company were expected to present proofs of their claim before
today to qualify for the payments scheduled after the
liquidation of the Company's assets.

Judge Fernandez of Buenos Aires Court No. 19, with the
assistance of Clerk No. 37 Dr. Mazzoni, handles the bankruptcy
case while Mr. Juan Poggio serves as the court-appointed
trustee.

CONTACT:  La Batuta de B.A. SA
          Avenida Santa Fe 3295
          Buenos Aires

          Juan Poggio
          Cavia 3037, piso 9o "A"
          Buenos Aires


LG EDICIONES: Reports Submission Set
------------------------------------
The individual reports pertaining to the bankruptcy of LG
Ediciones Buenos Aires S.A. is due for court submission today.
The court-appointed trustee, Mr. Jose Luis Cueli, prepared these
reports from the claims submitted by the Company's creditors
during the validation period.

In addition, the trustee is also obligated to provide the court
with a general report on the ongoing bankruptcy. The report will
be submitted on August 20, 2004.

Court No. 19 of the Buenos Aires Civil and Commercial Tribunal
has jurisdiction over the liquidation.

CONTACT:  LG Ediciones Buenos Aires S.A.
          Pena 2580
          Buenos Aires

          Mr. Jose Luis Cueli, Trustee
          Junin 55
          Buenos Aires


SIARDECOM: Court Schedules Reports Submission
---------------------------------------------
Buenos Aires Court No. 22 expects to receive the individual
reports pertaining to the Siardecom S.A. on August 19, 2004. The
court-appointed trustee, Mr. Alberto Antonio Vilela, will submit
these reports after wrapping-up the bankruptcy's verification
phase today.

A general report, containing an audit of the Company's
accounting and business records, will also be presented in court
on September 30, 2004.

CONTACT: Mr. Alberto Antonio Vilela, Trustee
         Rodriguez Pe a 431
         Buenos Aires


TELECOM ARGENTINA: Issues APE Solicitation Statement
----------------------------------------------------
Telecom Argentina S.A., a sociedad anonima organized under
Argentine law ("Telecom," "us" or "we") is conducting a
solicitation of powers of attorney or commitments to approve and
execute an Acuerdo Preventivo Extrajudicial, an out-of-court
restructuring agreement governed by Argentine law which we refer
to as the "APE".

Pursuant to the APE, we propose to restructure all of our
outstanding debt (except for our commercial obligations, as
described herein) by issuing notes with new payment terms,
and/or by paying cash consideration, in accordance with the
options described herein. Our outstanding debt is comprised of
outstanding notes and outstanding loans. As of December 31,
2003, our unconsolidated outstanding debt (not including our
commercial obligations) was the equivalent of US$2,801 million
(including accrued but unpaid interest, penalties and post-
default interest rate increases).

As more fully described in this solicitation statement, holders
of our outstanding notes and outstanding loans will receive at
their option, for each 1,058 denominated in dollars, euro,
Japanese yen or Argentine pesos aggregate principal amount of
outstanding debt and principal face amount adjustment (computed
as described in this solicitation statement), either

- an option, which we refer to as "Option A," to receive 1,058
principal amount of step-up notes due 2014, which we refer to as
the "series A notes"; or

- an option, which we refer to as "Option B," to receive step-up
notes due 2011, which we refer to as the "series B notes"
(holders whose underlying outstanding debt is denominated in
dollars will receive US$1,000 principal amount of series B notes
and holders whose underlying outstanding debt is denominated in
euro, pesos and yen will receive an amount of series B notes
equal to the dollar equivalent of 94.5% of their principal and
principal face amount adjustment); or

- an option, which we refer to as "Option C," to receive a cash
payment in equivalent U.S. dollars, which we refer to as the
"cash consideration" at a price not greater than 850 nor less
than 740, to be determined pursuant to a "Modified Dutch
Auction."

We will also make interest payments to holders of our
outstanding debt who elect Option A, Option B and Option C for
part of the accrued but unpaid interest.

Participation in Option B and Option C will be subject to
specified limits as more fully described in this solicitation
statement. If one or both of these options is oversubscribed,
participation in the oversubscribed option will be prorated
based on the maximum amount of outstanding debt that may be
retired under the applicable option. If either Option B or
Option C is oversubscribed, holders electing these options may
have a portion of their outstanding debt allocated to Option A.
In addition, if Option C is undersubscribed, holders who elect
to receive Option B will have up to 37.5% of their outstanding
debt allocated to Option C.

Holders of our outstanding notes will receive notes in the form
of global notes in registered form. Holders of our outstanding
loans will receive a separate series of notes in the form of
certificated notes in registered form.

If the APE is approved by the reviewing court, holders who do
not consent to the APE or who do not participate in this
solicitation will receive series A notes and cash interest
payments determined as described in this solicitation statement.
No holders will be permitted to retain their outstanding notes
and outstanding loans if the APE is executed and subsequently
approved by the reviewing court.

For purposes of the APE, all holders of our outstanding debt
will constitute a single category (class).

This solicitation will expire at 3:00 p.m., New York City time,
4:00 p.m., Buenos Aires time, on July 21, 2004, unless we extend
it in our sole discretion. We refer to such time and date, as
they may be extended, as the "expiration date."

The execution of the APE is subject to holders of our
outstanding debt electing a minimum required participation in
Option A, to a minimum level of creditor consent, and to certain
other conditions (or the waiver thereof) as described in this
solicitation statement.

We encourage you to consider carefully the risk factors
beginning on page 54 of this solicitation statement.

We will apply to have the notes issued to holders of outstanding
notes listed on the Buenos Aires Stock Exchange or the Mercado
Abierto Electronico S.A. and, in the case of notes denominated
in euro, on the Luxembourg Stock Exchange. The notes issued to
holders of outstanding loans will not be listed on any exchange.

Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved of these
securities or determined if this solicitation statement is
truthful or complete. Any representation to the contrary is a
criminal offense.

The notes issued outside the United States have not been
registered under the United States Securities Act of 1933, as
amended (the "Securities Act"), and may not be offered or sold
within the United States or to, or for the account or benefit
of, U.S. persons except pursuant to a registration statement
under the Securities Act or in certain transactions exempt from
the registration requirements of the Securities Act.

The solicitation agents for this APE solicitation are:

MORGAN STANLEY
MBA BANCO DE INVERSIONES S.A.

We are soliciting from the holders of our outstanding debt
powers of attorney in favor of The Bank of New York, as
settlement agent, or the commitment of holders of outstanding
loans, to approve and execute the APE, including holders of the
following outstanding notes:

Series C Medium Term Notes Due 2002 (ISIN No. US879273AE01,
CUSIP No. 879273AE0);

- Series E Medium Term Notes Due 2005 (ISIN No. XS0076226942);
- Series 1 Medium Term Notes Due 2003 (ISIN No. XS0109260686);
- Series 2 Medium Term Notes Due 2004 (ISIN No. XS0131485624);
- Series I Medium Term Notes Due 2004 (ISIN No. XS0096148779);
- Series K Medium Term Notes Due 2002 (ISIN No. XS0099123712);
- Series F Medium Term Notes Due 2007 (ISIN No. XS0076689024);
and
- Series H Medium Term Notes Due 2008 (ISIN No. XS0084707313).

In order to grant a power of attorney to execute the APE on
their behalf, or commit to execute the APE directly, holders of
outstanding debt must return to the settlement agent a duly
executed letter of transmittal setting forth their preferred
consideration among the options offered. If the APE is executed
and subsequently approved, or homologado , in the form that we
have proposed by a commercial court of the City of Buenos Aires,
Argentina, we will make available to each consenting holder of
our outstanding debt, at that holder's option, subject to
proration and the other terms and conditions of the APE, the
notes and/or cash consideration, as applicable, and payments of
a portion of accrued but unpaid interest as described in this
solicitation statement. If the APE is approved by the reviewing
court, holders who do not consent to the APE or who do not
participate in this solicitation also will receive series A
notes and cash interest payments determined as described in this
solicitation statement. No holders will be permitted to retain
their outstanding notes and outstanding loans if the APE is
executed and subsequently approved by the reviewing court.

Concurrently with this APE solicitation, our 99.99% owned
subsidiary, Telecom Personal S.A., is proposing to restructure
its outstanding indebtedness, including intercompany
obligations. As of December 31, 2003, Telecom Personal's
unconsolidated outstanding debt and intercompany obligations
amounted to the equivalent of US$599 million (including US$27
million principal amount of intercompany obligations owed to
Telecom, accrued but unpaid interest, penalties and post-default
interest rate increases).

Telecom's APE is not conditioned upon the completion of the
Telecom Personal restructuring; however, Telecom has the right,
in its sole discretion, to terminate the APE at any time prior
to March 31, 2005 if Telecom Personal has not executed its APE
agreement, unless Telecom has already received court approval
for the APE.

CONTACT:  TELECOM ARGENTINA S.A.
          Alicia Moreau de Justo 50, 10th Floor
          Capital Federal (1107) Republica Argentina
          Phone: +54 11 4968 4000
          Home Page: http://www.telecom.com.ar
          Contacts:
          Alberto J. Ricciardi, Chief Financial Officer
          Elvira Lazzati, Finance Director
          Pedro Insussarry, Investor Relations Manager
          Phone: (5411) 4968-3626/3627
          Fax: (5411) 4313-5842/3109
          E-mail: inversores@intersrv.telecom.com.ar


TRANSENER: Fitch Confirms `D(arg)' Rating on $525M Debentures
-------------------------------------------------------------
Fitch Argentina Calificadora de Reisgo S.A. confirmed the
`D(arg)' rating on US$525 million debentures issued by
transmission company Transener, reports Business News Americas.

Transener, Argentina's leading transporter of high voltage
electricity, has seen its finances dwindle because of pesofied
income while virtually all debt and a large part of costs are
dollar-linked.

At end-March 2004, Transener's total financial debt was US$548
million, of which 70% was expired and unpaid.

CONTACT:  Paseo Colon 728 6th Floor
          (1063) Buenos Aires
          Republica Argentina
          Tel: (54-11) 4342-6925
          Fax: (54-11) 4342-7147
          Email: info-trans@transx.com.ar
          Web site: http://www.transener.com.ar



* GCAB Retains Bear, Stearns as Financial Advisor
-------------------------------------------------
The Steering Committee of the Global Committee of Argentina
Bondholders (GCAB) announced Monday that it has retained Bear,
Stearns & Co. Inc. (Bear Stearns) as exclusive financial advisor
to assist it in negotiations with the Argentine Government.
Notwithstanding Argentina's recent statements and its filing
with the US Securities and Exchange Commission on June 10, 2004
of a unilateral proposal that was not negotiated with its
creditors and which GCAB finds unacceptable, GCAB remains fully
committed to starting serious negotiations directly with
Argentina.

Commenting on the engagement, Hans Humes and Nicola Stock, Co-
Chairmen of the Steering Committee for GCAB, stated, "GCAB
believes that the retention of Bear Stearns will facilitate the
good faith negotiations mandated by the International Monetary
Fund. With the assistance of Bear Stearns, GCAB intends to
present a comprehensive response that is consistent with
Argentina's economic growth and debt sustainability goals and
will accelerate the country's ability to return to the global
capital markets. GCAB strongly urges the country's authorities
to consider this forthcoming response seriously and to begin
meaningful negotiations promptly. Any filing by Argentina or the
commencement of an exchange offer that does not take into
account the forthcoming GCAB response through good faith
negotiations is inconsistent with Argentina's agreement with the
IMF and greatly compromises the restructuring process.
Furthermore, GCAB firmly believes that Argentina has not
provided creditors with the information required to properly
assess the outlook for the country's economy, the amount of debt
the country can sustain or the proposed terms for a
restructuring. We are hopeful that GCAB and Argentina, with the
active assistance of their respective financial advisors, will
be able to expeditiously achieve an equitable, consensual and
mutually beneficial solution that allows the nation's leadership
to successfully pursue its economic growth program."

About GCAB

GCAB was formally established in January 2004 by representatives
of all the major foreign bondholder constituencies of defaulted
Argentine debt, and consists of a broad-based group of holders.
The Steering Committee represents holders from Germany, Italy,
Japan, Switzerland, the USA and other countries. Its retail and
institutional members hold approximately US$37 billion in
defaulted debt of Argentina, accounting for 45% of the principal
amount of US$82 billion in outstanding Argentine debt and 73% of
all outstanding Argentine debt held outside Argentina.

About Bear, Stearns & Co Inc.

Founded in 1923, Bear, Stearns & Co. Inc. is a leading
investment banking and securities trading and brokerage firm,
and the major subsidiary of The Bear Stearns Companies Inc.
(NYSE:BSC). With approximately $40 billion in total capital,
Bear Stearns serves governments, corporations, institutions and
individuals worldwide. The company's business includes corporate
finance and mergers and acquisitions, institutional equities and
fixed income sales, trading and research, liability management,
restructuring, private client services, derivatives, foreign
exchange and futures sales and trading, asset management and
custody services. Through Bear Stearns Securities Corp., it
offers financing, securities lending, clearing and technology
solutions to hedge funds, broker-dealers and investment
advisors. Headquartered in New York City, the company has
approximately 10,500 employees worldwide.



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B E R M U D A
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GLOBAL CROSSING: Auditors Complete Cost of Access Issue Query
-------------------------------------------------------------
Global Crossing (NASDAQ: GLBCE) announced Monday that Deloitte &
Touche LLP has completed an independent investigation of the
facts and circumstances giving rise to the company's previously
announced understatement of cost of access liabilities and
expenses.

Deloitte & Touche reported that the investigative procedures it
performed did not reveal any management integrity issues related
to the cost of access accrual and expenses, or any knowledge by
management of an understatement related to the year-end 2003
financial statements until after the filing of such financial
statements in March 2004.

"We're pleased that Deloitte & Touche has been able to finish
its investigation and has reported that there was no finding of
prior knowledge by Global Crossing employees of the
understatement and nothing within the scope of their cost of
access investigation that raises concerns with management
integrity," said John Legere, Global Crossing's CEO. "The
company has responded to the situation appropriately and
expeditiously -- we uncovered a problem, made prompt public
disclosure, addressed the problem with both internal and
independent investigations, and are ensuring the implementation
of more stringent controls in the future."

Deloitte & Touche was retained by Global Crossing's independent
audit committee in May 2004 to conduct this investigation after
the company announced on April 27, 2004 that its previously
reported 2002 and 2003 financial statements should be
disregarded because of an understatement of its accrued cost of
access liability at year-end 2003. Deloitte & Touche recently
reported the results of its investigation to Global Crossing's
audit committee and board of directors.

Deloitte & Touche's findings were based upon an investigation of
the company's existing processes and procedures for accounting
for cost of access expenses in North America and included
reading more than 90,000 e-mails and numerous other documents
and interviewing 26 employees. Based upon the investigative
procedures it performed, Deloitte & Touche observed that the
issues surrounding cost of access in North America do not appear
to exist in Global Crossing's operations in the UK and Europe.
Deloitte & Touche observed that the company had in place
detailed processes and procedures for its cost of access
accounting. Consistent with the previously reported results of
the company's internal review, Deloitte & Touche identified
weaknesses in these processes, procedures and controls in North
America, including the failure to reconcile estimates of cost of
access expenses to vendor invoiced amounts.

Based in part on Deloitte & Touche's observations regarding the
internal control weaknesses related to cost of access, Global
Crossing's board has directed management, under the oversight of
the audit committee, to continue implementation of appropriate
interim and long-term remediation measures to ensure accurate
reporting of financial information regarding cost of access.
These remediation measures include, among other things, adding
systems and procedures for reconciling vendor invoices to
accruals for cost of access expenses; conducting a required
skill level analysis for cost of access-related functions and
supplementing resources accordingly; developing comprehensive
documentation of cost of access expense and accrual processes
and procedures; hiring of an industry expert to assess
organizational structures and their relationship to reporting
risk; and improving support tools for estimating and disputing
cost of access expenses and training personnel on the use of
such tools and on cost of access processes.

As previously announced, the audit committee has retained Grant
Thornton LLP to evaluate the understated cost of access
liability and determine whether it can re-issue its previously
withdrawn audit reports dated March 8, 2004, December 23, 2003
and September 10, 2003 or whether a restatement of some or all
of the related financial statements is required. As part of its
audit procedures, Grant Thornton will review Global Crossing's
estimate that the understatement ranged from approximately $50
million to approximately $80 million, of which approximately $10
million reflects an erroneous classification within Global
Crossing's emergence balance sheet under fresh start accounting
rules.

The results of Deloitte & Touche's investigation satisfy one of
the conditions placed on availability of the remaining funds
under Global Crossing's bridge loan facility with Singapore
Technologies Telemedia.

Global Crossing (NASDAQ: GLBCE) provides telecommunications
solutions over the world's first integrated global IP-based
network. Its core network connects more than 300 cities and 30
countries worldwide, and delivers services to more than 500
major cities, 50 countries and 6 continents around the globe.
The company's global sales and support model matches the network
footprint and, like the network, delivers a consistent customer
experience worldwide.

Global Crossing IP services are global in scale, linking the
world's enterprises, governments and carriers with customers,
employees and partners worldwide in a secure environment that is
ideally suited for IP-based business applications, allowing e-
commerce to thrive. The company offers a full range of managed
data and voice products including Global Crossing IP VPN
Service, Global Crossing Managed Services and Global Crossing
VoIP services, to more than 40 percent of the Fortune 500, as
well as 700 carriers, mobile operators and ISPs.

CONTACTS: Press Contacts
          Ms. Becky Yeamans
          + 1 973-937-0155
          PR@globalcrossing.com

          Ms. Tisha Kresler
          + 1 973-937-0146
          PR@globalcrossing.com

          Ms. Fernanda Marques
          Latin America
          + 55 21-3820-4712
          LatAmPR@globalcrossing.com

          Analysts/Investors Contact
          Ms. Mitch Burd
          +1 800-836-0342
          glbc@globalcrossing.com

          Web Site: www.globalcrossing.com



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B R A Z I L
===========

ELETROPAULO METROPOLITANA: S&P Raises Ratings To 'CCC-'
-------------------------------------------------------
Standard & Poor's Ratings Service raised its foreign and local
currency corporate credit rating on Eletropaulo Metropolitana
Eletricidade de Sao Paulo S.A. (Eletropaulo) to 'CCC-' from 'SD'
(selective default) on its global scale, and raised its
corporate credit rating to 'brCCC-' from 'SD', and its issue
credit rating on Eletropaulo's BrR700 million debenture issue
(original amount) to 'brCCC-' from 'brCC' on its national scale.
At the same time, the ratings were placed on CreditWatch with
positive implications.

The rating action follows the conclusion of Eletropaulo's debt
exchange.

After renegotiating BrR2.3 billion of its debt with banks in
March 2004, the company was still in default on a US$2.3 million
portion of an original US$100 million euro commercial paper
transaction because note holders had not accepted the tender
offers to exchange these notes made by the company in December
2002, December 2003 and February 2004. However, this US$2.3
million portion was resolved on June 15, 2004. With this
exchange offer completed on June 2004, Eletropaulo reached
acceptance on total debt exchanges with the vast majority of
debt holders (over 99.9%).

The CreditWatch with positive implications indicates that the
ratings can potentially be raised depending on the reassessment
of Eletropaulo's financial profile considering the amortization
schedule of its debt after concluding the renegotiation, as well
as the consolidated debt amortization requirements at the
holding company (Brasiliana Energia S.A. (Brasiliana)) level.
Eletropaulo holds an important position in the Brazilian energy
distribution market (12% of the market), operates in a high-
density region, and is a strong cash generator (funds from
operations of BrR441 million in December 2003). In addition, the
company is significantly less exposed to refinancing and
currency mismatch risks.

Short-term debt was BrR826 million in March 2004 after the
refinancing of the bulk of its debt, compared to BrR2.8 billion
in March 2002. Financial exposure to exchange rate has been
reduced to 20% of total debt, down from 42% in late 2002.
Nevertheless, Eletropaulo will remain relatively leveraged
considering the debt portion at Brasiliana to be incorporated
for analytical purposes into Eletropaulo's debt amortization
requirements. Brasiliana carries total debt of US$510 million.
As it is a non-operating holding company, Standard & Poor's will
consider that Brasiliana repayment capacity comes from cash
upstreamed from its subsidiaries: Eletropaulo, AES Tiete and AES
Uruguaiana.

The CreditWatch should be resolved within the next month, after
the evaluation of financial projections for Eletropaulo and the
consolidated entity Brasiliana.

Eletropaulo is the utility responsible for the distribution of
electricity in the metropolitan area of Sao Paulo, under a 30-
year concession contract that began in 1998. The company sold
32,774 gigawatt hours in 2003 to roughly 5 million clients.
Eletropaulo is the second-largest distributor in the Brazilian
electricity market.

ANALYSTS:  Marcelo Costa, Sao Paulo (55) 11-5501-8955
           Milena Zaniboni, Sao Paulo (55) 11-5501-8945


TELEMAR: BBVA to Provide $73M Loan for Amazonas Construction
------------------------------------------------------------
Hispamar, a joint venture between Spain's Hispasat (80%) and
Brazilian telco Telemar (20%), is poised to get a EUR60-million
(US$73mn) loan from Spanish bank Banco Bilbao Vizcaya Argentaria
(BBVA).

Business News Americas reports that the loan is for the
construction of Hispasat's US$350 million Amazonas satellite.
Launching of the satellite is scheduled for the second half of
July. The satellite will be launched by Russian-US joint venture
International Launch Services (ILS) from the Baikonour base in
Kazakhstan.

Commercial operations on Amazonas, which will operate Ku-band
and C-band transponders, should start in August and the company
aims to reach 25% of capacity by the end of the year, reaching
full capacity within three or four years.

CONTACT:  TNE - INVESTOR RELATIONS GLOBAL CONSULTING GROUP
          Roberto Terziani
          (terziani@telemar.com.br)
          55 21 3131 1208

          Kevin Kirkeby
          (kkirkeby@hfgcg.com)

          Carlos Lacerda
          (carlosl@telemar.com.br)
          55 21 3131 1314
          Fax: 55 21 3131 1155
               1 646 284 9494
          Tel: 1-646-284-9416;

Website: www.telemar.com.br/ir


* Brazil Commences $750M, 5-Yr Notes Issue
------------------------------------------
Brazil launched Monday a US$750 million five-year floating rate
note issue to refinance maturing debt before the Federal Reserve
starts raising interest rates, reports Reuters.

"It was correct to offer floating-rate notes at a time when the
market expects an increase in U.S. rates," Felipe Brandao, a
manager at Lopez Leon brokerage in Sao Paulo, said in a
telephone interview. "Demand will be high."

Investors fear a Federal Reserve interest rate hike expected at
a June 29-30 meeting could push down emerging market debt
prices, as higher yields on safe haven U.S. Treasuries make
riskier debt less attractive.

Goldman Sachs Group Inc. and Merrill Lynch & Co. are managing
the sale, Brazil's central bank said in a statement. Jocimar
Nastari, a spokesman at the central bank, which runs the
government's foreign bond sales, declined to give other details
of the sale.

The sale is Brazil's first of floating-rate bonds in the U.S.
since 1996, according to Bloomberg data.



=========
C H I L E
=========

AES GENER: Completes Restructuring Process
------------------------------------------
AES Gener reported on Monday, in connection with the previously
announced capital increase, that 714,084,243 new shares of the
company were subscribed for a total of Ch$ 62,268,145,957.

As reported on May 25, 2004, 713,000,000 of these shares were
subscribed by Inversiones Cachagua Ltda., a subsidiary of the
AES Corp that controls the company, thereby increasing AES
Gener's ownership of the company from 98.65% to 98.79%.

As previously announced, the Primary Offering commenced on May
20, 2004 and remained open to shareholders for thirty days from
the date of commencement, expiring on June 19, 2004.

This capital increase completes AES Gener's the financial
restructuring process through which it reduced debt by US$302
million and extended the maturity of its principal liabilities.

CONTACT:  AES Gener S.A.
          Mr. Daniel Aninat
          (562) 686-8938
               OR
          Vanessa Thiers
          (562) 686-8948
          Web Site: www.aesgener.cl


TELEFONICA CTC: Seeks Foreign Investors' Support on Unit's Sale
---------------------------------------------------------------
Telefonica CTC Chile chairman Bruno Philippi and chief executive
Claudio Munoz are meeting with foreign shareholders who own
CTC's American Depositary Receipts (ADRs) in order to get them
to vote in favor of Spain's Telefonica Moviles' (TEM) purchase
of CTC's mobile division.

TEM plans to acquire the mobile division, Telefonica Movil S.A.,
from CTC for US$1 billion, plus a compromise to take on US$243
million in debt. However, minority shareholders are seeking a
higher purchase price or shares of the spun-off unit, saying
that gaining 100% of the payment is a minor detail compared to
the loss of the mobile unit.

The minority shareholders have already exercised a clause
forcing TEM to require the approval of a two-thirds majority of
shareholders for the deal to pass, but the number of
shareholders who have so far confirmed they will vote against
the sale is not enough to swing the vote.

Much therefore depends on foreign shareholders who own CTC's
ADRs. Exactly the reason why Mr. Philippi and Mr. Munoz are
meeting with US investors to convince them of the benefits of
the deal.

The CTC board must schedule an extraordinary shareholders'
meeting before July 17 so that all shareholders can vote.

CONTACT: TELEFONICA CTC CHILE
         Sofia Chellew
         E-mail: schelle@ctc.cl
         Tel.:56-2-691 3867

         Veronica Gaete
         E-mail: vgaete@ctc.cl
         Tel.:56-2-691 3867

         M.Jose Rodriguez
         E-mail: mjrodri@ctc.cl
         Tel.:56-2-691 3867

         Florencia Acosta
         E-mail: macosta@ctc.cl
         Tel.:56-2-691 3867



===================================
D O M I N I C A N   R E P U B L I C
===================================

AES DOMINICANA: Blames Government For Shutdown
----------------------------------------------
Officials of AES Dominicana, a subsidiary of AES Corporation,
have accused the Dominican Republic government of withholding
payments for a US$22-million debt that has resulted in the
shutting down of its power plant beginning Monday.

Mr. Kevin Manning, an analyst working for AES Dominicana, said
in an Associated Press interview that the Company would resume
its operations "if the government pays the generators."

The Dominican government faces claims totaling US$413 million
from power generators for back payments. However, it has hotly
contested this issue and has in fact stated that some of the
companies owe the government money. In particular, Secretary of
Finance Rafael Calderon cites AES's alleged US$21.4 million debt
for plant upgrades.

The Dominican Republic has suffered prolonged blackouts in the
past three weeks. The worsening electricity problems in the
country have forced many businesses to close and are steadily
fueling complaints from the population.



===========
M E X I C O
===========

EMPRESAS ICA: JV Signs Contracts To Build Drilling Platforms
------------------------------------------------------------
ICA Fluor, the industrial engineering company jointly owned by
Empresas ICA Sociedad Controladora (NYSE: ICA) and Fluor
Corporation (NYSE: FLR), announced Monday that it has signed
four separate contracts, each for the fabrication of an offshore
drilling platform to be installed in the Gulf of Mexico,
northeast region of the Campeche Bay.

The contracts, worth nearly $169 million dollars, were awarded
by Pemex Exploraci›n y Producci›n to a subsidiary of ICA Fluor,
Industria del Hierro (IH), located in Mata Redonda and Empalme,
Veracruz, Mexico.

The contracts are for the engineering, procurement,
construction, load out, sea-fastening and technical assistance
during installation of the platforms.

Total weight of the four platforms, which are scheduled for
completion in August 2005, is approximately 30,000 tons.

The four drilling platforms will help to increase the oil
production in the sea field of Ku-Maloob-Zaap, in the Gulf of
Mexico, to replace production from the Cantarell Field.

"These four projects confirm the ICA Fluor and Industria del
Hierro positioning, competitiveness and success in the offshore
fabrication business," said Jorge Borja, ICA Fluor's general
director.

Pemex Exploraci›n y Producci›n is a subsidiary of Pemex, the
Mexican state-owned petroleum company.

ICA Fluor is the leading industrial engineering company in
Mexico, dedicated to the engineering, procurement, and
construction of telecommunication installations and chemical,
petrochemical, automotive, refinery and electricity generation
plants.

Industria del Hierro (IH) has fabrication yards located in Mata
Redonda and Empalme, Veracruz, and is 100% owned by ICA Fluor.
With more than 35 years of experience in the off-shore market,
IH has executed more than 60 marine projects; platforms from 30
to 70 meters of water, and processing of up to 40 thousand tons
per year.

Founded in 1947, ICA has completed construction and engineering
projects in 21 countries. ICA's principal business units include
Civil Construction, and Industrial Construction. Through its
subsidiaries, ICA also manages airports and operates tunnels,
highways, and municipal services under government concession
contracts and/or partial sale of long-term contract rights.

Fluor Corporation (NYSE:FLR) provides services on a global basis
in the fields of engineering, procurement, construction,
operations, maintenance and project management. Headquartered in
Aliso Viejo, Calif., Fluor is a FORTUNE 500 company with
revenues of nearly $9 billion in 2003. For more information,
visit www.fluor.com.

CONTACT: Empresas ICA Sociedad Controladora S.A. de CV
         Mineria No. 145, Edificio Central
         11800 Mexico, D.F.,
         Phone: (212) 688-6840
         Email: jose.guerrero@ica.com.mx
                inversionistas@ica.com.mx

         Web Site: www.ica.com.mx
                   www.fluor.com


GRUPO IUSACELL: Posts Information on Principal Payments
-------------------------------------------------------
Grupo Iusacell, S.A. de C.V. (NYSE: CEL - News; BMV: CEL)
informed the public on June 18 that:

1. In respect of a financing made by BNP Paribas for the purpose
of purchasing microwave transmission equipment entered into in
July 2000 by its subsidiary Iusacell Infraestructura S.A. de
C.V., it did not make a US$3.7 million principal payment due on
June 15. This non-payment is in addition to non-payments of
US$3.7 million of principal that were due on each of June 16 and
December 16, 2003.

2. In respect of a credit line granted by Harris S.A. de C.V. in
August 2000 for the purchase, construction, installation and
financing of microwave transmission equipment, it did not make a
US$1.0 million principal and interest due on June 15. This non-
payment is in addition to non-payments of US$0.4 million of
principal that was due on June 16, 2003, of US$0.2 million of
interest in the aggregate that were due on July and December,
2003, of US$0.8 million of principal that was due on December
15, 2003, and of US$0.2 million of principal and interest that
was due on January 30, 2004.

Grupo Iusacell, S.A. de C.V. (NYSE: CEL - News; BMV: CEL) is a
wireless cellular and PCS service provider in seven of Mexico's
nine regions, including Mexico City, Guadalajara, Monterrey,
Tijuana, Acapulco, Puebla, Leon and Merida. The Company's
service regions encompass a total of approximately 92 million
POPs, representing approximately 90% of the country's total
population.

CONTACTS: Grupo Iusacell SA de CV
          Prolongacion Paseo, De La Reforma 1236
          Mexico, D.F.,  05348
          Phone: (525) 109-4400

          Web Site: www.iusacell.com.mx


HYLSAMEX: Financial Group Sees Improvement in Financial Standing
----------------------------------------------------------------
Mexican financial group Monex Casa de Bolsa is painting an
optimistic second quarter for local steelmaker Hylsamex ((BMV:
HLYSAMXB), according to a Milenio.com report.

Monex believes that the Company, one of Mexico's largest
steelmakers, will be able to produce more than 800,000t of steel
in the second quarter this year compared to 706,000t in the same
period 2003.

Higher sales and the Company's projections of US$190 million -
US$210 million in second quarter Ebitda will allow Hylsamex to
continue paying debt and increase its financial standing.

Hylsamex ended 1Q04 with a net debt of nearly US$962 million. It
reported US$63 million in net profits in 1Q04, reversing losses
of US$35 million year-on-year.

CONTACT:  Hylsamex S.A. de C.V.
          101 Ave Munich Cuauhtemoc
          66452 San Nicolas de los Garza
          Nuevo Leon
          Mexico
          Phone: +52 81 8865 2828
          Fax: +52 81 8865 1210
          Home Page: http://www.hylsamex.com.mx
          Contact:
          Engr. Dionisio Garza Medina, Chairman
          Alejandro Elizondo Barragan, Chief Executive Engr


SATMEX: In Negotiations for Maturing $205M Loan
-----------------------------------------------
Satmex, the Mexican communications satellite company, is
confident that it will be able to negotiate successfully with
creditors of a US$205-million syndicated loan before the
principal payment expires next week.

According to a report from El Financiero, Satmex would probably
reach a compromise with its creditors allowing for the
restructuring of the current debt by exchanging it with a new
long-term liability. The Company could also surrender a portion
of its capital to sweeten the deal.

Eximbank and Cofase financed a US$226-million credit for the
ailing company a few weeks ago to cover the debt payment due
this month. However, access to this amount has been suspended
due to ongoing negotiations with another group holding US$320
million in company bonds.

On August 2003, Satmex missed service payments totaling US$16.2
million for the US$320 million loan due in November. Apart from
this debt and the one maturing this month, the Company also
faces a US$188-million debt with the Mexican government maturing
in December.

Last year, the Company's sales dipped to US$85 million after the
failure of its Solidaridad 1 satellite further hurting its
restructuring efforts.



=================
V E N E Z U E L A
=================

PDVSA: Allocates $20B for This Year's Taxes, Dividends
------------------------------------------------------
Venezuela's state-run oil company Petroleos de Venezuela SA will
pay US$20 billion in taxes and dividends this year, far more
than the government's expectation of US$7.5 billion, the
Associated Press reports.

The increase, according to PDVSA president, Ali Rodriguez, is
the result of record oil prices, which have recently topped
US$40 a barrel on the world market and remained high.

The average price for the year of Venezuela's crude oil is over
US$30 a barrel, compared with the US$18.50 a barrel that
lawmakers used to calculate the 2004 budget.

Venezuelan crude, which is heavy in sulfur and difficult to
refine, sells for a few dollars less than the West Texas
Intermediate, or WTI, benchmark crude price.

Venezuelan President Hugo Chavez has used the windfall oil
revenue to increase spending on social programs for the poor
ahead of a presidential recall referendum in August.


PDVSA: High Accident Rate Puts Operations in Question
-----------------------------------------------------
Mr. Alyskair Albino, former maintenance inspector of PdVSA's gas
producer, PdVSA Gas, describes the record of accidents at the
state oil company as "alarming," El Universal relates.

Between January and May of this year, PdVSA has publicly
reported seven incidents and accidents within or around its
facilities, and this does not include minor technical failures
and system shutdowns.

The situation has resulted in sanctions against the firm by the
international insurance companies and organizations defending
the workers' rights.

However, PdVSA announced in April that three of these companies
- American International Group, AON, and Willis Limited -
described its operations as showing a "high security standard."

Shortly after that, it also announced the gradual certification
of its harbors, under the International Ship and Port Facilities
Security Code imposed by the International Maritime
Organization. This requires an audit performed by the National
Institute of Aquatic Spaces.


* Republic of Venezuela Announces Tender Results
------------------------------------------------
The Bolivarian Republic of Venezuela (the "Republic" or
"Venezuela") announced Monday that it expects to purchase for
cash approximately US$928,755,000 in aggregate original
principal amount of its 1.15% Notes due September 30, 2004 (the
"Notes"), pursuant to its previously announced offer (the
"Offer"), on the terms and subject to the conditions set forth
in the Offer to Purchase dated June 7, 2004 (the "Offer to
Purchase"), at the price per U.S.$500 original principal amount
of Notes tendered of U.S.$500, plus accrued and unpaid interest
up to, but not including, the settlement date.

All tenders validly submitted in accordance with the Offer to
Purchase were accepted by the Republic.  At the commencement of
the Offer, Notes in an aggregate principal amount of
U.S.$1,029,000,000 were outstanding.  As a result of the Offer,
approximately 90% of the outstanding Notes will be retired by
the Republic.  The Offer is part of an ongoing strategy
initiated by the Republic in November 2002 to improve the
maturity profile of its debt obligations.  The early redemption
of the Notes tendered pursuant to the Offer will reduce
Venezuela's debt service costs for the second half of 2004.

The Offer expired on June 18, 2004 at 12:00 P.M., New York City
time.  The Offer is scheduled to settle on June 25, 2004.  The
Common Code and ISIN numbers for the Notes are 018905655 and
XS0189056558, respectively.

Notwithstanding any other provisions of the Offer, the
settlement of the Offer is conditioned upon there not having
been threatened, instituted or pending, on or prior to the
settlement date, any action or proceeding before any court or
governmental, regulatory or administrative body that (1) makes
or seeks to make illegal the acceptance of payment of, or
payment for, any of the Notes pursuant to the Offer, (2) would
or might result in a delay in, or restrict, the ability of
Venezuela to accept for payment or pay for any of the Notes, or
(3) imposes or seeks to impose limitations on the ability of
Venezuela to purchase the Notes.

CONTACT: Georgeson Shareholder (in the Americas)
         Tel: (212) 440-9800

         (in the U.S.)
          Toll-Free (888) 897-6149

         (in the United Kingdom and Europe)
         Tel: +44 (0) 870 703 6357

INFORMATION AGENT: Deutsche Bank AG (London Office)
                   Tel: +44 (0) 207 547 5000

     The dealer managers for the Offer are:

     ABN-AMRO
     55 East 52nd Street
     New York, New York 10025
     United States
     Inside the U.S.: Toll-Free (866) 409-7643
     Outside the U.S.: Call Collect (212) 409-6255

     Barclays Capital
     200 Park Avenue
     New York, New York 10166
     United States
     Inside the U.S.: Toll-Free (866) 307-8991
     Outside the U.S.: Call Collect (212) 412-4072



                            ***********


S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter - Latin America is a daily newsletter
co-published by Bankruptcy Creditors' Service, Inc., Fairless
Hills, Pennsylvania, USA, and Beard Group, Inc., Frederick,
Maryland USA. John D. Resnick, Edem Psamathe P. Alfeche and
Lucilo Junior M. Pinili, Editors.

Copyright 2004.  All rights reserved.  ISSN 1529-2746.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without
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Information contained herein is obtained from sources believed
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The TCR Latin America subscription rate is $575 per half-year,
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members of the same firm for the term of the initial
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