TCRLA_Public/041022.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

           Friday, October 22, 2004, Vol. 5, Issue 210

                            Headlines

A R G E N T I N A

ARGEN SERVI: Enters Bankruptcy on Court Orders
BOHAPUI S.A.: Liquidates Assets to Pay Debts
CABLEVISION S.A.: Awaits Approval of its APE
LIBERO S.A.: Court Rules for Liquidation
MARDULCE S.R.L.: Enters Bankruptcy on Court Orders

MASTELLONE HERMANOS: Closes Debt Restructuring Accord
METROGAS: Extends Solicitation of Consents to Restructure Debt
MULTIFINAN S.A.: To Begin Liquidation on Court Orders
O.I.P. S.A.: Will Liquidate Assets to Pay Debts
PLAN MEDICO SAN MARTIN: Court Resets Concurso Dates

TELECOM ARGENTINA: Reveals $40M Investment Investment for Arnet
TRAFFIC PACK: Initiates Bankruptcy Proceedings


B E R M U D A

CM CONCEPT: Appoints Robin Mayor as Liquidator
CM CONVOY: Members Move on Wind-Up
LORAL SPACE: Unit Inks Satellite Deal with HPT
ROYAL BLUE: Proceeds with Voluntary Wind-Up
ROYAL SKY: Initiates Winding-Up Process

SEA CONTAINERS: Declares Cash Dividends on Common Shares


B R A Z I L

CELG: Inks Power Purchase Agreement With CDSA
COPEL: Analyzing $125M Debt Issue
EMBRATEL: Moody's Changes Rating Outlook to Positive From Stable
VASP: To Pay BRL11.7 Mln Debt With Infraero in Installments


D O M I N I C A N   R E P U B L I C

AES CORP.: Affiliate Denies Violation of Electricity Law


M E X I C O

GRUPO DESC: Approves NYSE Delisting of ADSs
HYLSAMEX: Stock Declines On Possible Easing of Steel Prices
TV AZTECA: EBITDA Grows 20% in 3Q04


P E R U

NUEVO CONTINENTE: Govt. Steps in to Ensure Ops Continuity


U R U G U A Y

* URUGUAY: IDB Grants $77M Loan for Infrastructure Improvements


V E N E Z U E L A

CITGO: Gets Required Consents to Amend Indenture
SIDOR: Workers Accept Terms of New Collective Contract

     -  -  -  -  -  -  -  -

=================
A R G E N T I N A
=================

ARGEN SERVI: Enters Bankruptcy on Court Orders
----------------------------------------------
Argen Servi S.R.L. will enter bankruptcy protection after court
no. 11 of Buenos Aires' civil and commercial tribunal, with the
assistance of clerk no. 21, ordered the Company's liquidation.
The bankruptcy order effectively transfers control of the
Company's assets to the court-appointed trustee who will
supervise the liquidation proceedings.

Infobae reports that the court selected Mr. Ricardo Oscar Garcia
as trustee. He will be verifying creditors' proofs of claims
until the end of the verification phase on October 28.

Argentine bankruptcy law requires the trustee to provide the
court with individual reports on the forwarded claims and a
general report containing an audit of the Company's accounting
and business records. The individual reports will be submitted
on December 10 followed by the general report, which is due on
February 23 next year.

CONTACT: Mr. Ricardo Oscar Garcia, Trustee
         Lavalle 1206
         Buenos Aires


BOHAPUI S.A.: Liquidates Assets to Pay Debts
--------------------------------------------
Buenos Aires-based Bohapui S.A. will begin liquidating its
assets following the pronouncement of the city's court no. 19
that the Company is bankrupt, reports Infobae.

The bankruptcy ruling places the Company under the supervision
of court-appointed trustee, Ms. Raquel Steinhaus. The trustee
will verify creditors' proofs of claims until December 21. The
validated claims will be presented in court as individual
reports on March 2, 2005.

The trustee will also submit a general report, containing a
summary of the Company's financial status as well as relevant
events pertaining to the bankruptcy, on April 13, 2005.

The bankruptcy process will end with the disposal of Company
assets in favor of its creditors.

CONTACT: Bohapui S.A.
         Posadas 1564
         Buenos Aires

         Ms. Raquel Steinhaus, Trustee
         Paraguay 577
         Buenos Aires


CABLEVISION S.A.: Awaits Approval of its APE
--------------------------------------------
Cablevision is waiting the approval of its 'Acuerdo Preventivo
Extrajudicial', APE. This is registered at the Juzgado Nacional
de Primera Instancia en lo Comercial N§11', in charge of Dr.
Miguel F. Bargallo, Secretar¡a N§22, in charge as well of the
secretary, Dra. Paula Susana Marino, addresed at Callao N§635,
Piso 5¦, Buenos Aires.

Cablevision has invited the holders of the following titles
admitted:

- Obligaciones Negociables Serie N§5 at the 13,75 % with due in
2009;

- Obligaciones Negociables Serie N§9 at the 12.50 % with due in
2003;

- Obligaciones Negociables Serie N§10 at the 13.75 %, with due
in 2007;

- Obligaciones Negociables Serie N§11, at variable rate with due
in 2002;

The assembly will take place on November 17 at 11:00 a.m.
(Buenos Aires time), on 'Low lands Club', located at Blanco
Encalada N§1221 (C1428DCH), Buenos Aires. The results of the
assembly will be formally presented in court 48 hours after the
assembly date.


LIBERO S.A.: Court Rules for Liquidation
----------------------------------------
Court no. 2 of Buenos Aires' civil and commercial tribunal
ordered the liquidation of Libero S.A. after the Company
defaulted on its obligations, Infobae reveals. The liquidation
pronouncement will effectively place the Company's affairs as
well as its assets under the control of Mr. Mauricio Mudric, the
court-appointed trustee.

Mr. Mudric will verify creditors' proofs of claims until
December 7. The verified claims will serve as basis for the
individual reports to be submitted in court on March 4, 2005.
The submission of the general report follows on April 15, 2005.

The city's clerk no. 4 assists the court on this case that will
end with the disposal of the Company's assets in favor of its
creditors.

CONTACT: Ms. Mauricio Mudric, Trustee
         Tucuman 893
         Buenos Aires


MARDULCE S.R.L.: Enters Bankruptcy on Court Orders
--------------------------------------------------
Court no. 10 of Buenos Aires' civil and commercial tribunal
declared Mardulce S.R.L. bankrupt after the Company defaulted on
its debt payments. The order effectively places the Company's
affairs as well as its assets under the control of court-
appointed trustee, Mr. Carlos Montana.

As trustee, Mr. Montana is tasked with verifying the
authenticity of claims presented by the Company's creditors. The
verification phase is ongoing until November 11.

Following claims verification, the trustee will submit the
individual reports based on the forwarded claims for final
approval by the court on December 29. A general report will also
be submitted on March 13.

Infobae reports that clerk no. 19 assists the court on this case
that will end with the disposal of the Company's assets in favor
of its creditors.

CONTACT: Mr. Carlos Montana, Trustee
         Ayacucho 457
         Buenos Aires


MASTELLONE HERMANOS: Closes Debt Restructuring Accord
-----------------------------------------------------
Argentine dairy Company Mastellone Hermanos has closed its
US$328.9 million debt-restructuring offer with the approval of
97.8% of creditors, the Company announced Tuesday.

Given the high level of approval, Mastellone won't have to go
ahead with its out-of-court debt settlement, or APE. According
to the local bankruptcy law, if an APE gets two-third creditor's
approval, the Company can submit the accord for court approval
and make the terms mandatory to all creditors. Mastellone had
said it wouldn't carry out the APE proceeding if obtained at
least 98% approval by bondholders.

The Company had improved the conditions of its offer in mid
September and the final term expired on October 19.


METROGAS: Extends Solicitation of Consents to Restructure Debt
--------------------------------------------------------------
MetroGAS S.A. (the "Company") announced Wednesday that it is
further extending its solicitation (the "APE Solicitation") from
holders of its 9-7/8% Series A Notes due 2003 (the "Series A
Notes"), its 7.375% Series B Notes due 2002 (the "Series B
Notes") and its Floating Rate Series C Notes due 2004 (the
"Series C Notes" and, together with the Series A Notes and the
Series B Notes, the "Existing Notes") and its other unsecured
financial indebtedness (the "Existing Bank Debt" and, together
with the Existing Notes, the "Existing Debt"), subject to
certain eligibility requirements, of powers of attorney
authorizing the execution on behalf of the holders of its
Existing Notes of, and support agreements committing holders of
its Existing Bank Debt to, execute an acuerdo preventivo
extrajudicial (the "APE") until 5:00 p.m., New York City time,
on November 5, 2004 (the "New Expiration Date"), unless further
extended by the Company.

APE Solicitation

As of 5:00 p.m., New York City time, on October 19, 2004, powers
of attorney and support agreements had been received with
respect to approximately US$90,234,336 principal amount of
Existing Debt.

The APE Solicitation will remain in all respects subject to all
terms and conditions described in the Company's Solicitation
Statement dated November 7, 2003.

The Information Agent for the APE Solicitation outside Argentina
is GBR Information Services and its telephone number is (212)
644-1772.  The Information Agent within Argentina is JP Morgan
Chase Bank Buenos Aires Branch and its telephone number is 5411-
4348-3475/4325-8046.

CONTACT:  MetroGAS S.A.
          Pablo Boselli, Financial Manager
          E-mail: pboselli@metrogas.com.ar
          Tel: 5411-4309-1511

          Citigate Financial Intelligence
          Lucia Domville
          E-mail: Lucia.Domville@citigatefi.com
          Tel: 201-499-3548


MULTIFINAN S.A.: To Begin Liquidation on Court Orders
-----------------------------------------------------
Multifinan S.A. of Buenos Aires will begin liquidating its
assets after court no. 18 of the city's civil and commercial
tribunal declared the Company bankrupt. Infobae reveals that the
bankruptcy process will commence under the supervision of court-
appointed trustee, Mr. Gustavo Daniel Micciullo.

The trustee will review claims forwarded by the Company's
creditors until November 19. After claims verification, the
trustee will submit the individual reports for court approval on
February 3, 2005. The general report will follow on March 17,
2005.

Clerk no. 35 assists the court on this case.

CONTACT: Mr. Gustavo Daniel Micciullo, Trustee
         Avda Cordoba 1417
         Buenos Aires


O.I.P. S.A.: Will Liquidate Assets to Pay Debts
-----------------------------------------------
O.I.P. S.A. will begin liquidation proceedings following the
pronouncement of the city's civil and commercial tribunal court
no. 24 that the Company is bankrupt, Infobae reports.

The bankruptcy ruling places the Company under the supervision
of court-appointed trustee Juana Bilenca. The trustee will
verify creditors' proofs of claims until November 29. Next, the
validated claims will be presented in court as individual
reports on February 16, 2005.

The trustee will also submit a general report, containing a
summary of the Company's financial status as well as relevant
events pertaining to the bankruptcy, on March 30, 2005.

The bankruptcy process will end with the disposal of Company
assets in favor of its creditors.

CONTACT: Ms. Juana Bilenca, Trustee
         Lavalle 1675
         Buenos Aires


PLAN MEDICO SAN MARTIN: Court Resets Concurso Dates
---------------------------------------------------
Court no. 8 of Buenos Aires' civil and commercial tribunal reset
key events in the Plan Medico San Martin de Porres S.A. "
Concurso Mercantil Liquidatorio" proceedings to these dates:

1. Claims verifications deadline - December 1, 2004
2. Submission of Individual Reports - February 18, 2004
3. Submission of General Report - April 5, 2005

Creditors are required to present proof of their claims to
trustee Pedro Mazzola for authentication before the deadline.
Failure to submit the documents within the verification period
will mean disqualification from the post-liquidation
distributions that will be made.

CONTACT: Mr. Pedro Mazzola, Trustee
         Cramer 1859
         Buenos Aires


TELECOM ARGENTINA: Reveals $40M Investment Investment for Arnet
---------------------------------------------------------------
Telecom Argentina (NYSE: TEO), a subsidiary of Telecom Italia,
will spend up to US$40 million next year to improve its Internet
division Arnet, reports Business News Americas.

Improvement includes upgrading its fiber optic network,
installing new equipment, such as gateways and modems, and
expanding international connectivity.

"We have a very aggressive plan, considering that demand for
broadband services grows 5% monthly while demand for fixed line
telephones only grows 5% a year," said Telecom strategy and
wholesale operations director Edmundo Poggio.

In addition, Telecom plans to offer double speed in ADLS access
to new clients from November 1 without changing current prices.
Double speed will expand to current subscribers next February.

Arnet's client base reached 156,700 subscribers for dial-up
service and 59,400 for broadband at the end of June 2004.

CONTACT: TELECOM ARGENTINA
         Pablo Caride
         Pedro Insussarry
         (54-11) 4968-3627/3743


TRAFFIC PACK: Initiates Bankruptcy Proceedings
----------------------------------------------
Court no. 24 of Buenos Aires' civil and commercial tribunal
declared local Company Traffic Pack S.R.L. "Quiebra," reports
Infobae.

Mr. Hugo Edgardo Borgert, who has been appointed as trustee,
will verify creditors' claims until November 15 and then prepare
the individual reports based on the results of the verification
process. The individual reports will then be submitted to court
on February 2, 2005, followed by the general report on March 16,
2005.

Clerk no. 47 assists the court on the case that will close with
the liquidation of the Company's assets to repay creditors.

CONTACT: Mr. Hugo Edgardo Borgert, Trustee
         Montevideo 665
         Buenos Aires



=============
B E R M U D A
=============

CM CONCEPT: Appoints Robin Mayor as Liquidator
----------------------------------------------
        IN THE MATTER OF THE COMPANIES ACT 1981

                        and

      IN THE MATTER OF CM Concept Shipping Limited

The Members of CM Concept Shipping Limited, acting by written
consent without a meeting on October 13, 2004 passed the
following resolutions:

1) That the Company be wound up voluntarily, pursuant to the
provisions of the Companies Act 1981; and

2) That Robin J. Mayor be and is hereby appointed Liquidator for
the purposes of such winding-up, such appointment to be
effective forthwith.

Mr. Mayor informs that:

- Creditors of CM Concept Shipping Limited, which is being
voluntarily wound up, are required, on or before November 3,
2004 to send their full Christian and Surnames, their addresses
and descriptions, full particulars of their debts or claims, and
the names and addresses of their lawyers (if any) to Robin J
Mayor at Messrs. Conyers Dill & Pearman, Clarendon House, Church
Street, Hamilton, HM DX, Bermuda, the Liquidator of the said
Company, and if so required by notice in writing from the said
Liquidator, and personally or by their lawyers, to come in and
prove their debts or claims at such time and place as shall be
specified in such notice, or in default thereof they will be
excluded from the benefit of any distribution made before such
debts are proved.

- A final general meeting of the Members of CM Concept Shipping
Limited will be held at the offices of Messrs. Conyers Dill &
Pearman, Clarendon House, Church Street, Hamilton, Bermuda on
November 30, 2004 at 9:30 a.m., or as soon as possible
thereafter, for the purposes of:

1) receiving an account laid before them showing the manner in
which the winding-up of the Company has been conducted and its
property disposed of and of hearing any explanation that may be
given by the Liquidator;

2) by resolution determining the manner in which the books,
accounts and documents of the Company and of the Liquidator
shall be disposed of; and

3) by resolution dissolving the Company.

CONTACT: Mr. Robin J. Mayor, Liquidator
         Clarendon House
         Church Street, Hamilton
         Bermuda


CM CONVOY: Members Move on Wind-Up
----------------------------------
     IN THE MATTER OF THE COMPANIES ACT 1981

                    and

   IN THE MATTER OF CM Convoy Shipping Limited

The Members of CM Convoy Shipping Limited, acting by written
consent without a meeting on 13 October, 2004 passed the
following resolutions:

1) That the Company be wound up voluntarily, pursuant to the
provisions of the Companies Act 1981; and

2) That Robin J. Mayor be and is hereby appointed Liquidator for
the purposes of such winding-up, such appointment to be
effective forthwith.

The Liquidator notifies that:

- Creditors of CM Convoy Shipping Limited, which is being
voluntarily wound up, are required, on or before November 3,
2004 to send their full Christian and Surnames, their addresses
and descriptions, full particulars of their debts or claims, and
the names and addresses of their lawyers (if any) to Robin J
Mayor at Messrs. Conyers Dill & Pearman, Clarendon House, Church
Street, Hamilton, HM DX, Bermuda, the Liquidator of the said
Company, and if so required by notice in writing from the said
Liquidator, and personally or by their lawyers, to come in and
prove their debts or claims at such time and place as shall be
specified in such notice, or in default thereof they will be
excluded from the benefit of any distribution made before such
debts are proved.

- A final general meeting of the Members of CM Convoy Shipping
Limited will be held at the offices of Messrs. Conyers Dill &
Pearman, Clarendon House, Church Street, Hamilton, Bermuda on
November 30, 2004 at 9:30 a.m., or as soon as possible
thereafter, for the purposes of:

1) receiving an account laid before them showing the manner in
which the winding-up of the Company has been conducted and its
property disposed of and of hearing any explanation that may be
given by the Liquidator;

2) by resolution determining the manner in which the books,
accounts and documents of the Company and of the Liquidator
shall be disposed of; and

3) by resolution dissolving the Company.

CONTACT: Mr. Robin J. Mayor, Liquidator
         Clarendon House
         Church Street, Hamilton
         Bermuda


LORAL SPACE: Unit Inks Satellite Deal with HPT
----------------------------------------------
Loral Skynet announced Wednesday that it has signed an agreement
with Hawaii Pacific Teleport (HPT), a provider of teleport
services between North America and Asia, to provide capacity on
Loral's recently launched Telstar 18 satellite.

"The broad reach and power of Telstar 18 makes it a premier
satellite to offer our customers with feeds coming into or out
of Asia," said Vince Waterson, vice president of business
development, Hawaii Pacific Teleport.

"In addition to our regular digital and analog turnaround
services, HPT plans to use Telstar 18 for its public switched
videophone network (PSVN) to provide low-cost videoconferencing
services throughout Asia for a new customer."

"Skynet's growing relationship with Hawaii Pacific Teleport is
emblematic of how important Asia is for our two companies," said
Patrick K. Brant, president, Loral Skynet.

With Telstar 18 and the already orbiting Telstar 10 at 76.5
East, customers around the world can now choose from two
satellites that offer excellent coverage of Asia and links to
the Americas and Europe through Skynet's global network."

Telstar 18, located at 138 degrees East longitude, is a powerful
Space Systems/Loral-built 1300 satellite whose extensive
coverage stretches from Central Asia through the Indian sub-
continent, China, Korea, Japan, South East Asia, Australia and
Hawaii.

In addition to hosting intra-regional applications, Telstar 18
offers highly reliable and low cost connectivity to and from the
US mainland via the satellite's Hawaiian coverage and Skynet's
fiber network that connects Hawaii with North America.

HPT is located on the southwest shore of the island of Oahu,
Hawaii, from where it connects global businesses through a
network of satellites and fiber optic cables reaching from North
America as far west as the Indian subcontinent.

Unlike American mainland teleports, HPT can 'see' all the Asia
Pacific orbital slots between 128 degrees East and 165 degrees
East. This coverage enables HPT to serve customers located as
far West as Pakistan and in all countries eastward to Hawaii
plus customers in Australia, New Zealand and many Pacific
Islands.

A pioneer in the satellite industry, Loral Skynet continues to
deliver the superior service quality and range of satellite
solutions that have made it an industry leader for more than 40
years.  Through the broad coverage of the Telstar satellite
fleet, in combination with its hybrid VSAT/fiber global network
infrastructure, companies around the world count on Skynet to
meet their needs for broadcast and data network services,
Internet access, IP and systems integration Headquartered in
Bedminster, New Jersey, Loral Skynet is dedicated to providing
secure, high-quality connectivity and communications.

In addition to being the parent Company of Loral Skynet, Loral
Space & Communications (OTC BB: LRLSQ) is a world-class leader
in the design and manufacture of satellites and satellite
systems for commercial and government applications through its
Space Systems/Loral subsidiary.

Telstar 18 carries a total of 54 active transponders, of which
sixteen are high-power Ku-band transponders and thirty-eight are
C-band transponders. In consideration for funding a portion of
the satellite project's cost, APT Satellite Company Limited,
Hong Kong, will initially use 68.5 percent of Telstar 18's
transponder capacity for APSTAR-V services. The number of
transponders used by APT will be reduced over time, ultimately
to 54 percent of the satellite's capacity.

CONTACT: Mr. John McCarthy
         Phone: (212) 338-5345
         Web Sites: www.loralskynet.com
                    www.loral.com


ROYAL BLUE: Proceeds with Voluntary Wind-Up
-------------------------------------------
       IN THE MATTER OF THE COMPANIES ACT 1981

                       and

     IN THE MATTER OF Royal Blue Shipping Limited

The Members of Royal Blue Shipping Limited, acting by written
consent without a meeting on October 13, 2004 passed the
following resolutions:

1) THAT the Company be wound up voluntarily, pursuant to the
provisions of the Companies Act 1981;

2) THAT Robin J. Mayor be and is hereby appointed Liquidator for
the purposes of such winding-up, such appointment to be
effective forthwith.

Mr. Mayor notifies that

- Creditors of Royal Blue Shipping Limited, which is being
voluntarily wound up, are required, on or before November 3,
2004 to send their full Christian and Surnames, their addresses
and descriptions, full particulars of their debts or claims, and
the names and addresses of their lawyers (if any) to Robin J
Mayor at Messrs. Conyers Dill & Pearman, Clarendon House, Church
Street, Hamilton, HM DX, Bermuda, the Liquidator of the said
Company, and if so required by notice in writing from the said
Liquidator, and personally or by their lawyers, to come in and
prove their debts or claims at such time and place as shall be
specified in such notice, or in default thereof they will be
excluded from the benefit of any distribution made before such
debts are proved.

- A final general meeting of the Members of Royal Blue Shipping
Limited will be held at the offices of Messrs. Conyers Dill &
Pearman, Clarendon House, Church Street, Hamilton, Bermuda on
November 30, 2004 at 9:30 a.m., or as soon as possible
thereafter, for the purposes of:

1) receiving an account laid before them showing the manner in
which the winding-up of the Company has been conducted and its
property disposed of and of hearing any explanation that may be
given by the Liquidator;

2) by resolution determining the manner in which the books,
accounts and documents of the Company and of the Liquidator
shall be disposed of; and

3) by resolution dissolving the Company.

CONTACT: Mr. Robin J. Mayor
         Clarendon House
         Church Street, Hamilton
         Bermuda


ROYAL SKY: Initiates Winding-Up Process
---------------------------------------
      IN THE MATTER OF THE COMPANIES ACT 1981

                     and

     IN THE MATTER OF Royal Sky Shipping Limited

The Members of Royal Sky Shipping Limited, acting by written
consent without a meeting on October 13, 2004 passed the
following resolutions:

1) THAT the Company be wound up voluntarily, pursuant to the
provisions of the Companies Act 1981;

2) THAT Robin J Mayor be and is hereby appointed Liquidator for
the purposes of such winding-up, such appointment to be
effective forthwith.

The Liquidator announces that:

- Creditors of Royal Sky Shipping Limited, which is being
voluntarily wound up, are required, on or before November 3,
2004 to send their full Christian and Surnames, their addresses
and descriptions, full particulars of their debts or claims, and
the names and addresses of their lawyers (if any) to Robin J
Mayor at Messrs. Conyers Dill & Pearman, Clarendon House, Church
Street, Hamilton, HM DX, Bermuda, the Liquidator of the said
Company, and if so required by notice in writing from the said
Liquidator, and personally or by their lawyers, to come in and
prove their debts or claims at such time and place as shall be
specified in such notice, or in default thereof they will be
excluded from the benefit of any distribution made before such
debts are proved.

- A final general meeting of the Members of Royal Sky Shipping
Limited will be held at the offices of Messrs. Conyers Dill &
Pearman, Clarendon House, Church Street, Hamilton, Bermuda on
November 30, 2004 at 9:30 a.m., or as soon as possible
thereafter, for the purposes of:

1) receiving an account laid before them showing the manner in
which the winding-up of the Company has been conducted and its
property disposed of and of hearing any explanation that may be
given by the Liquidator; and

2) by resolution determining the manner in which the books,
accounts and documents of the Company and of the Liquidator
shall be disposed of; and

3) by resolution dissolving the Company.

CONTACT: Mr. Robin J. Mayor, Liquidator
         Clarendon House
         Church Street, Hamilton
         Bermuda


SEA CONTAINERS: Declares Cash Dividends on Common Shares
--------------------------------------------------------
The Board of Directors of Sea Containers Ltd. declared Wednesday
quarterly cash dividends on the Company's Class A and Class B
common shares.

The dividend will be $0.025 per share on the Class A common
shares and $0.0225 per share on the Class B common shares. Class
B common shares are convertible at any time into Class A common
shares. The dividends will be payable November 22, 2004 to
shareholders of record November 5, 2004.

The Class A and B common shares of Sea Containers Ltd. are
listed on the New York Stock Exchange under the symbols SCRA and
SCRB, respectively.



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

CELG: Inks Power Purchase Agreement With CDSA
----------------------------------------------
After more than a year of negotiations, Brazilian state power
Company Companhia Energetica de Goias (Celg) and power generator
CDSA have reached an accord over power purchase contracts,
reports Business News Americas.

The conflict between Celg and CDSA broke out in early 2003 when
Celg pulled out of a contract that compelled it to pay BRL85/MWh
for CDSA's power. At that time, Celg was claiming the prices and
inflation correction set in the contract were too high.

With the new agreement, Celg will have to pay only BRL79.50/MWh
for CDSA's power.

The agreement was made possible after Aneel and a local court
helped arbitrate the dispute.

Aneel allowed Celg to pass through some of the costs to end
consumers. On September 9, Aneel allowed the state Company to
raise prices, a move that will allow Celg to pay the BRL135
million it owes CDSA for outstanding power bills over three
years.

The decision to lower the power prices will reduce Celg's power
purchase costs by some BRL60 million a year, Celg said, allowing
it to raise rates by a lower amount.

CONTACT: Companhia Energetica De Goias (Celg)
         Rua 2, Qd A - 37 S/N
         Jardim Goias, 74805-180 Goiania - GO 74043-011
         BRAZIL
         +55 62 243-1041
         +55 62 243-1070


COPEL: Analyzing $125M Debt Issue
---------------------------------
A spokesperson from Brazil's Copel confirmed local press reports
that the power Company is planning to issue BRL360 million
(US$125mn) in debt in the coming months, relates Business News
Americas.

The spokesperson wouldn't disclose the details of the planned
operation until permission for the issue has been filed with the
local securities exchange commission CVM.

Also, the spokesperson didn't confirm local press reports that
suggested the Company will either use the money to pay part of
its BRL1.87-billion debt or finance some of the BRL400 million
investments planned for 2005.

Copel is controlled by the government of southern Paran  state,
where it produces and sells power.

CONTACT: Companhia Paranaense de Energia - Copel
         Investor Relations Department
         Mr. Ricardo Portugal
         (55-41) 331-4311

         Mr. Alves Solange Maueler Gomide
         (55-41) 331-4359

         E-Mail: ri@copel.com
         Web Site: www.copel.com


EMBRATEL: Moody's Changes Rating Outlook to Positive From Stable
----------------------------------------------------------------
Moody's America Latina changed the outlook for Embratel's B1
Global Local Currency issuer rating and Baa1.br Brazil National
Scale issuer rating to positive from stable.

Moody's America Latina maintains a stable outlook for the B1
foreign currency rating on Embratel's US$275 million in
guaranteed senior unsecured notes because the rating also
incorporates currency convertibility risk implied by Brazil's
ceiling for foreign currency bonds and notes of B1.

The improved outlook reflects the rating agency's expectation
that Embratel will be able to reduce its cost of debt and
increase its financial flexibility as it refinances its short
term obligations with senior unsecured debt, in addition to
management's intention to use free cash flow for debt reduction.

Embratel revealed plans this week that it will refinance up to
US$600 million of debts by the end of the year.

Moreover, the positive outlook also incorporates an improvement
in the Company's top line growth, reduced bad debt expenses, an
improving economic environment and strong growth in the
Company's competitive local service business.

To view financial statements:
http://bankrupt.com/misc/Emb3Q.pdf

CONTACT: Embratel Participacoes S.A.
         Rua Regenta Feijo
         166 sala 1687-B Centro
         Rio de Janeiro, 20060-060
         Brazil
         Phone: 5521-519-6474
         Website: http://www.embratel.net.br


VASP: To Pay BRL11.7 Mln Debt With Infraero in Installments
------------------------------------------------------------
Cash-strapped Brazilian airline Vasp has agreed to pay BRL11.7
million ($1=BRL2.87) of its debts with the federal airport
authority Infraero, reports Dow Jones Newswires.

According to an Infraero source, Vasp will pay the debt in three
installments over the next three months. It will pay the first
installment of BRL1.15 million on Oct. 30, the second
installment of BRL3.5 million on Nov. 30 and the third BRL7
million on Dec. 22.

The agreement covers payment of airport charges for three months
between mid-July and mid-October. Vasp reportedly owes the
agency BRL760 million relating to airport charges not paid since
the 1990s.



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

AES CORP.: Affiliate Denies Violation of Electricity Law
--------------------------------------------------------
AES EdeEste, an affiliate of U.S. power Company AES Corp.,
denied a Diario Libre report that said the utility has violated
Art. 11 of Electricity Law 125-01, relates DR1 Daily News.

The law in question specifies that no Company may supply more
than 15% of the national demand for electric generation. A story
published in Diario Libre early this week claimed that an AES
affiliate was generating 50% of the supply, which violates the
said law.

But according to a spokesman for the distributor, AES EdeEste
has not breached the legal limit set forth in the said law
because the Company that generates power is a separate entity
from AES EdeEste.

AES's interpretation of Paragraph I, Article 11 of Law 125-01 is
that the legislation prohibits the distributors from owning the
generators' operations. By their understanding, this does not
apply if a separate Company operates the generation business,
regardless of its affiliation to the same parent corporation.

AES EdeEste confirmed that it purchases power from Dominican
Partners (the AES Los Minas affiliate), but stated that it also
buys power from other generation companies as well.

Diario Libre cited Radhames Segura, the CDEEE administrator, as
saying that AES is selling power to itself for resale through
its affiliate distributor.



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

GRUPO DESC: Approves NYSE Delisting of ADSs
-------------------------------------------
The shareholders' meeting of DESC, S.A. de C.V. held on October
19, 2004 approved the following resolutions:

I. Presentation and approval, as applicable, of (1) (a) the
proposal to voluntarily delist from the New York Stock Exchange
the American Depositary Shares ("ADSs") issued by DESC, S.A. DE
C.V., (b) cancel the registration of the ADSs and the Series "B"
shares under the Securities Exchange Act of 1934, (c) terminate
the Amended and Restated Deposit Agreement dated June 29, 1994,
as amended, among the Company, Citibank, N.A., and the holders
of American Depositary Receipts evidencing the ADSs, and (d)
cancel the registration of the Series "B" shares of the Company
in the special section of the National Securities Registry, as
well as (2) resolutions to effectuate the foregoing.

I.1 The shareholders approved the proposal to (a) delist from
the New York Stock Exchange ("NYSE") the ADSs issued by the
Company, (b) cancel the registration of the ADSs and the Series
"B" shares under the Securities Exchange Act of 1934, (c)
terminate the Amended and Restated Deposit Agreement dated June
29, 1994, as amended, among the Company, Citibank, N.A., and the
holders of American Depositary Receipts evidencing the ADSs, and
(d) cancel the registration of the Series "B" shares of the
Company in the special section of the National Securities
Registry.

I.2 The shareholders approved the proposal to empower Messrs.
Fernando Senderos Mestre, Juan Marco Gutierrez Wanless, Arturo
D'Acosta Ruiz, Ramon F. Estrada Rivero, Marisol Vazquez Mellado
Mollon y Fabiola G. Quezada Nieto, to jointly or individually,
as applicable, perform all acts and execute all documents
necessary for the implementation of the foregoing resolutions in
both Mexico and the United States of America.

Among the principal reasons why these proposals were submitted
to the Shareholders Meeting's consideration were the following:

1. The fact that the number of Series B Shares represented by
ADSs has remained very small (comprising only approximately
1.09% of the total outstanding Series B Shares and 0.53% of the
shares representing all of the capital stock-Series "A" and
Series "B"-as of September 30, 2004).

2. The limited trading volume on the NYSE of the ADSs (the
average daily trading volume for the nine months ended September
30, 2004 was 4,155 ADSs).

3. The fact that Desc has no plans at this time to access the
U.S. public capital markets as a source of capital.

4. The regulatory burden and expense required to maintain a
registration in the U.S. and a listing on the NYSE.

5. The availability for Mexicans and foreigners of a market for
Series "B" shares on the Bolsa Mexicana de Valores (the Mexican
Securities Exchange).

6. The conclusion that the benefits to Desc and its stockholders
in maintaining a U.S. trading market are outweighed by the
costs.

II. Appointment of delegates, as applicable, to formalize the
resolutions adopted by the Shareholders Meeting.

Messrs. Fernando Senderos Mestre, Ernesto Vega Velasco, Juan
Marco Guti‚rrez Wanless, Arturo D'Acosta Ruiz, Ramon F. Estrada
Rivero, Marisol V zquez Mellado Mollon and Fabiola G. Quezada
Nieto were appointed Delegates of the Shareholders Meeting in
order that they may jointly or individually perform the acts
necessary to formalize and comply with the resolutions adopted
by the Shareholders Meeting, and carry out the notarization of
these minutes in relevant part, signing the relevant instrument,
and processing, directly or through a third party, the
registration thereof with the Public Registry of Commerce.

III. Reading and approval of the minutes of the Shareholders'
Meeting.

The minutes were approved in full, which were prepared and read
by the Secretary, and the Chairman, Secretary, and Alternate
Statutory Examiner were authorized to sign them for the record.

Additional Information for Stockholders

On October 19, 2004, Desc gave notice to the Depositary to
terminate the Deposit Agreement effective as of November 29,
2004. The Depositary is expected to send a notice to ADR holders
in the United States in the next few days, which notifies the
termination of the Deposit Agreement and explains the
alternatives available to ADR holders who wish to retain their
Desc deposited securities. As a result of the termination of the
Deposit Agreement, it is expected that the NYSE will suspend the
listing of the ADRs on November 30, 2004. However, the Series B
shares of Desc will continue to be traded on the Mexican Stock
Exchange.

Following the delisting of the ADSs on the NYSE, Desc expects to
terminate the registration of its Series B shares under the
Securities Exchange Act of 1934, as amended.

In accordance with the Deposit Agreement, holders of ADRs are
entitled to surrender their ADRs and, upon payment of the
surrender charges and applicable taxes or governmental charges,
to receive the Series B shares of Desc represented by the ADSs
evidenced by such ADRs.

After November 29, 2004, the Depositary will discontinue the
registration of transfers of ADRs, will suspend the distribution
of dividends to holders, and will not give any further notices
or perform any further acts under the Deposit Agreement, except
that the Depositary will continue to collect dividends and other
distributions pertaining to the Desc deposited securities, will
sell property and rights as provided in the Deposit Agreement,
and will continue to deliver the Desc deposited securities,
together with any dividends or other distributions received with
respect to the Desc deposited securities and the net proceeds of
the sale of any rights or other property, in exchange for ADRs
surrendered to the Depositary (after deducting, in each case,
the fee of the Depositary for the surrender of an ADR, any
expenses for the account of the holder of such ADR in accordance
with the terms and conditions of the Deposit Agreement, and any
applicable taxes or governmental charges).

At any time after the expiration of six (6) months from the date
of termination, the Depositary may sell the Desc deposited
securities then held and may thereafter hold uninvested the net
proceeds of any such sale, together with any cash then held by
it, in an unsegregated escrow account, without liability for
interest, for the pro rata benefit of the holders of ADRs which
have not been surrendered prior to such time. After making such
sale, the Depositary shall be discharged from all obligations
under the Deposit Agreement, except to account for such net
proceeds and other cash (after deducting, or charging, as the
case may be, the fees of the Depositary for the surrender of an
ADR, any expenses for the account of the holder of an ADR and
any applicable taxes or governmental charges or assessments) and
except for any indemnification obligations of the Depositary
under the Deposit Agreement.


HYLSAMEX: Stock Declines On Possible Easing of Steel Prices
-----------------------------------------------------------
Mexican steel producer Hylsamex's B series stock (HYLSAMXB.MX)
dropped 4.76% to MXN24.42 on Wednesday on concerns that the
cycle of high prices may be nearing an end.

"Prices may have reached their limit, but I doubt we will see
[steel stocks] fall over the next few months - they should
maintain their high levels," said Vector Casa de Bolsa analyst
Carlos Hermosillo.

Hylsamex is forecasting an Ebitda of US$232 million for the
third quarter of 2004, five times that reported for last year's
third quarter.

Mexican conglomerate Alfa, which controls Hylsamex, is in the
process of splitting its shares in the steel Company, which sold
2.89Mt of steel products last year.

CONTACT:  Othon Diaz Del Guante
          (52-81) 8865-1240
          E-mail: odiaz@hylsamex.com.mx

          Ismael De La Garza
          (52-81) 8865-1224
          E-mail: idelagarza@hylsamex.com.mx


TV AZTECA: EBITDA Grows 20% in 3Q04
-----------------------------------
TV Azteca, S.A. de C.V. (NYSE: TZA; BMV: TVAZTCA), one of the
two largest producers of Spanish language television programming
in the world, announced Wednesday all-time high third quarter
net sales of Ps.2,217 million (US$194 million) and a record
EBITDA level for a third quarter of Ps.948 million (US$83
million), 23% and 20% increases, respectively, over the prior
year period. EBITDA margin for the quarter was 43%.

"Solid drivers of growth domestically and abroad, complemented
this quarter by the 2004 Summer Olympics, lead us to sizeable
top line expansion, while preserving robust profitability," said
Mario San Roman, Chief Executive Officer of TV Azteca.

"Results show strong momentum, as [Wednes]day's numbers mark six
years of uninterrupted growth in sales and EBITDA for a third
quarter."

"On the strategic front we made further advances on our cash-
usage plan, with the board's approval of US$210 million in cash
distributions by 2005. We also announced the prepayment of our
US$300 million note due 2007, with peso-denominated debt, which
furthers our goals of reducing financial expense and FX risk,"
added Mr. San Rom n.

As previously detailed, the Company's plan for uses of cash
entails making cash distributions to shareholders above US$500
million and reducing TV Azteca's debt by approximately US$250
million within a six-year period that started in 2003.

Third Quarter Results

Net sales grew 23% to a record high of Ps.2,217 million (US$194
million), up from Ps.1,799 million (US$158 million) for the same
quarter of 2003. Total costs and expenses rose 25% to Ps.1,269
million (US$111 million), from Ps.1,012 million (US$89 million)
for the same period of last year. As a result, the Company
reported EBITDA of Ps.948 million (US$83 million), 20% higher
than Ps.787 million (US$69 million) in the third quarter of
2003. Net income was Ps.409 million (US$36 million), 17% higher
than net income of Ps.351 million (US$31 million) for the same
period of 2003.

On a pro forma basis, excluding Ps.255 million (US$22 million)
of revenue and Ps.142 million (US$12 million) of costs recorded
during the quarter in connection with the transmission of the
2004 Summer Olympic Games, net sales grew 9% and EBITDA
increased 6%.

Net Sales

"Content appealing to a wide array of target markets in Mexico
was carefully positioned on our networks, and effectively
satisfied rising advertising demand throughout the quarter,"
added Mr. San Roman.

"The Summer Olympics, with our in-depth sports analysis, was a
supplemental boost to the ongoing dynamism in domestic sales."

Third quarter net revenue includes sales from Azteca America-the
Company's wholly-owned broadcasting network focused on the U.S.
Hispanic market-of Ps.94 million (US$8 million), compared with
Ps.54 million (US$5 million) for the same period a year ago.

Azteca America revenue is composed of Ps.64 million (US$6
million) in sales from the Los Angeles station KAZA-TV, and
Ps.30 million (US$3 million) from network sales.

TV Azteca also reported sales of programming to other countries
of Ps.24 million (US$2 million), compared with Ps.41 million
(US$4 million) in the same period a year ago. This quarter's
programming exports were primarily driven by the Company's
novelas La Heredera, Belinda and Las Juanas, which were sold
mostly in Latin American markets.

TV Azteca reported Ps.34 million (US$3 million) in advertising
sales to Unefon, compared with Ps.31 million (US$3 million) in
the third quarter of 2003. In accordance with the terms of the
advertising contract between Unefon and TV Azteca, during the
third quarter Unefon paid to TV Azteca in cash the Ps.32 million
(US$3 million) of advertising purchases placed within the prior
three month period.

During the quarter, content and advertising sales to Todito.com
were Ps.49 million (US$4 million), compared with Ps.59 million
(US$5 million) in the same period of the prior year.

Barter sales were Ps.101 million (US$9 million), compared with
Ps.88 million (US$8 million) in the same period of last year.

Inflation adjustment of advertising advances was Ps.91 million
(US$8 million), compared with Ps.53 million (US$5 million) for
the third quarter of 2003.

Costs and Expenses

The 25% increase in third quarter costs and expenses resulted
from the combined effect of a 32% rise in programming,
production and transmission costs to Ps.982 million (US$86
million), from Ps.742 million (US$65 million) in the prior year
period, and a 6% growth in administration and selling expense to
Ps.287 million (US$25 million), from Ps.270 million (US$24
million) in the same quarter a year ago.

On a pro froma basis, excluding exhibition rights and production
costs during the third quarter related to the 2004 Summer
Olympics of Ps.142 million (US$12 million), programming,
production and transmission costs grew 13%.

"Congruent with dynamic seasonal demand for advertising in
Mexico and in the US, we triggered strategic television
programming initiatives during the quarter, which contributed to
the increase in costs. As a result of the new shows, we have
captured growing advertising opportunities in the two expanding
markets," said Carlos Hesles, Chief Financial Officer of TV
Azteca.

Consistent with the growing production efforts, TV Azteca
increased the overall number of hours of its internally produced
programming during the three month period to 2,211-excluding the
transmission of the 2004 Summer Olympics-from 2,039 in the same
quarter of the previous year.

The 6% growth in administration and selling expense primarily
results from the Company's increased operations in Mexico and in
the US Hispanic market.

EBITDA and Net Income

The 23% increase in third quarter net sales, combined with the
25% growth in costs and expenses, resulted in EBITDA of Ps.948
million (US$83 million), up 20% from Ps.787 million (US$69
million) a year ago. The EBITDA margin was 43%, compared with
44% in the same period of 2003.

Below EBITDA, third quarter results were negatively impacted by
an increase in other expense to Ps.205 million (US$18 million)
from Ps.87 million (US$8 million) a year ago. Other expense for
the quarter was primarily composed of charitable donations of
Ps.50 million (US$4 million), legal expenses of Ps.47 million
(US$4 million), loss from the sale of fixed assets of Ps.38
million (US$3 million), Ps.29 million (US$3 million) from the
recognition of 50% of the net loss of Todito.com in TV Azteca's
financial statements, and Ps.41 million (US$4 million) for the
net effect of the recognition of the results from Monarcas, TV
Azteca's soccer team, and other expenses.

Net comprehensive financing cost during the quarter was Ps.223
million (US$20 million) compared with Ps.276 million (US$24
million) a year ago. The decline was primarily influenced by a
Ps.5 million (US$0.4 million) exchange loss following a constant
exchange rate during the three month period, compared with a
Ps.128 million (US$11 million) exchange loss resulting from a 5%
depreciation of the peso in the same period of 2003.

The lower exchange loss was partly compensated by other
financing expense of Ps.46 million (US$4 million) compared with
Ps.17 million (US$1 million) in the prior year period, primarily
reflecting fees and costs related to the opening of the recently
announced secured credit line for the peso equivalent of US$300
million with Banco Inbursa.

Additionally, loss on monetary position was Ps.27 million (US$2
million), compared with a gain of Ps.3 million (US$0.3 million)
a year ago, coming from a net asset monetary position this
quarter.

Provision for income tax was Ps.15 million (US$1 million),
compared with an Ps.18 million (US$2 million) tax benefit in the
same period of the prior year, reflecting lower fiscal losses
from subsidiaries this quarter.

Net income was Ps.409 million (US$36 million), 17% higher than
net income of Ps.351 million (US$31 million) for the same period
of 2003.

Uses of Cash

The Company noted its sound financial results have translated
into solid cash generation in the first nine months of 2004, in
line with targets to create free cash-before debt payment and
distributions to shareholders-of US$150 million in 2004.
During the quarter, TV Azteca announced that its board of
directors unanimously approved US$210 million cash distributions
to shareholders by 2005, of which US$130 million are expected to
be distributed during the fourth quarter of 2004 and US$80
million in 2005.

The distributions are part of the Company's cash-usage plan, and
are in addition to the approximately US$22 million of cash
disbursements scheduled for November 11, 2004, which were
approved by the Company's shareholders on April 15.

Within the cash usage-plan the Company has made aggregate
distributions of US$173 million, consisting of a US$125 million
disbursement on June 30, 2003, US$15 million on December 5,
2003, and US$33 million on May 13, 2004. The accumulated
distributions are equivalent to a 9% yield based on the closing
price of the TV Azteca ADR on October 19, 2004.

The distributions made to date, when added to the upcoming US$22
million and US$210 million disbursements, will represent an
aggregate amount of US$405 million cash distributions,
equivalent to a 22% yield on the October 19, 2004 ADR price.

Under the cash plan, TV Azteca has also reduced its total debt
by US$82 million, on a nominal US dollar basis, since June 2003.

Additionally the Company announced the prepayment of its US$300
million 10 «% note due February 15, 2007, with resources coming
from the Company's new credit facility denominated in pesos with
Banco Inbursa, with a Structured Securities Certificate, or with
a combination of both. On October 15, the trust that will be
issuing the Certificates filed with the Mexican Securities
Authorities (CNBV) an application for the issuance in the
Mexican debt markets.

Debt Outstanding

As of September 30, 2004, the Company's total outstanding debt
was Ps.5,967 million (US$523 million). TV Azteca's cash balance
was Ps.1,320 million (US$116 million), resulting in net debt of
Ps.4,647 million (US$407 million). The total debt to last twelve
months (LTM) EBITDA ratio was 1.6 times, and net debt to EBITDA
was 1.3 times. LTM EBITDA to net interest expense ratio was 6.3
times.

The Company noted that excluding-for analytical purposes-
Ps.1,366 million (US$120 million) debt due 2069, total debt was
Ps.4,601 million (US$403 million), and total debt to EBITDA
ratio was 1.2 times.

TV Azteca is one of the two largest producers of Spanish
language television programming in the world, operating two
national television networks in Mexico, Azteca 13 and Azteca 7,
through more than 300 owned and operated stations across the
country. TV Azteca affiliates include Azteca America Network, a
new broadcast television network focused on the rapidly growing
US Hispanic market, and Todito.com, an Internet portal for North
American Spanish speakers.

To view financial statements:
http://bankrupt.com/misc/Azteca.pdf

CONTACTS: Investor Relations:
          Mr. Bruno Rangel
          Phone: 5255 1720 9167
          e-mail: jrangelk@tvazteca.com.mx

          Mr. Omar Avila
          Phone: 5255 1720 0041
          e-mail: oavila@tvazteca.com.mx

          Media Relations:
          Mr. Tristan Canales
          Phone: 5255 1720 5786
          e-mail; tcanales@tvazteca.com.mx

          Mr. Daniel McCosh
          Phone: 5255 1720 0059
          e-mail: dmccosh@tvazteca.com.mx



=======
P E R U
=======

NUEVO CONTINENTE: Govt. Steps in to Ensure Ops Continuity
---------------------------------------------------------
The Peruvian government has ordered state fuel supplier
Perupetro to provide troubled airline Nuevo Continente SA with
more credit to buy fuel, reports Reuters.

The order came after Nuevo Continente, which has cut three-
quarters of its flights due to shortage of cash to buy fuel,
approached the government to assist it in seeking more funds for
its operations.

The privately held carrier has a US$300,000 line of credit with
Perupetro but has exceeded that line by US$150,000. It is now
requesting an additional US$200,000 line of credit.

According to Nuevo Continente spokesman Gonzalo Iwasaki,
Petroperu has not extended the credit line yet.

"PetroPeru is seeking guarantees," Iwasaki said, adding he did
not know what kind of guarantees were being sought.



=============
U R U G U A Y
=============

* URUGUAY: IDB Grants $77M Loan for Infrastructure Improvements
---------------------------------------------------------------
The Inter-American Development Bank announced Wednesday the
approval of a $77 million loan to Uruguay for a road
infrastructure program to improve transportation of freight and
passengers along key corridors of the country's road system.

The program will lower transportation costs and travel times,
preserve Uruguay's road assets and increase road safety by
improving roads and bridges along integration corridors with
Argentina and Brazil and key national highways linking Uruguayan
production centers with domestic and external markets. It will
improve road management efficiency and allow savings in road
maintenance, and it will   enhance regional integration and
Uruguay's competitiveness.

The MTOP* will carry out the program through two units that form
part of its organizational structure: the National Highways
Department and the Office of the External Financing Advisor
within the MTOP.

The IDB loan is for a 20-year term, with a four-year grace
period, at a variable interest rate. Local counterpart funds
total $33 million.



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

CITGO: Gets Required Consents to Amend Indenture
------------------------------------------------
CITGO Petroleum Corporation ("CITGO") announced Wednesday that,
in connection with its pending offer to purchase (the "Offer")
any and all of the $550 million aggregate principal amount of
its outstanding 11-3/8 percent senior notes due 2011 and the
related consent solicitation (the "Consent Solicitation"), it
has received the required consents to amend the indenture
governing the 11-3/8 percent notes as detailed in the Offer to
Purchase and Consent Solicitation Statement dated Oct. 8, 2004.

As a result of obtaining the required consents, CITGO executed
and delivered a supplemental indenture setting forth the
amendments. The supplemental indenture provides that the
amendments will only become operative when the 11-3/8 percent
notes tendered prior to 5 p.m. New York time on Tuesday, Oct.
19, 2004 (the "Consent Date") and not validly withdrawn, are
purchased by CITGO.

As of the Consent Date, CITGO had received tenders of notes and
deliveries of related consents from holders of 98.15 percent of
the 11-3/8 percent notes outstanding. Those holders who tendered
their 11-3/8 percent notes prior to the Consent Date will be
eligible to receive a total consideration of 122.584 percent of
the principal amount of the 11-3/8 percent notes validly
tendered, which includes a consent payment of 3 percent of the
principal amount of the 11-3/8 percent notes validly tendered.

Holders who tender their 11-3/8 percent notes after 5 p.m. New
York time on the Consent Date but prior to midnight New York
time on Nov. 5, 2004, unless extended or earlier terminated,
will be eligible to receive 119.584 percent of the principal
amount of the 11-3/8 percent notes validly tendered, which is
equal to the total consideration less the consent payment of 3
percent. In each case, holders that validly tender their 11-3/8
percent notes will be eligible to receive accrued and unpaid
interest up to, but not including, the relevant payment date.

The Offer and Consent Solicitation is conditioned upon the
satisfaction of certain conditions, including a financing
condition. A more comprehensive description of the Offer and
Consent Solicitation and its conditions can be found in the
Offer to Purchase and Consent Solicitation Statement.

Lehman Brothers Inc. is the Dealer Manager and Solicitation
Agent, and D.F. King & Co., Inc. is the Information Agent, in
connection with the Offer and Consent Solicitation. Requests for
information should be directed to Lehman Brothers Inc. at 212-
528-7581 (call collect) or 800-438-3242 (toll free). Requests
for documents should be directed to D.F. King & Co., Inc. at
212-269-5550 (call collect) or 800-290-6431 (toll free).

This press release is not an offer to purchase, a solicitation
of an offer to sell or a solicitation of consents with respect
to any securities, including the 11-3/8 percent notes. The Offer
and Consent Solicitation is being made solely pursuant to the
Offer to Purchase and Consent Solicitation Statement.

CITGO Petroleum Corporation is a leading refining and marketing
Company based in Houston with approximately 4,000 employees and
annual revenues of approximately $25 billion. CITGO's ultimate
parent is Petr¢leos de Venezuela , S.A. ("PDVSA"), the national
oil Company of the Bolivarian Republic of Venezuela and its
largest supplier of crude oil.

CITGO operates fuels refineries in Lake Charles, La.; Corpus
Christi, Texas; and Lemont, Ill.; and asphalt refineries in
Paulsboro, N.J.; and Savannah, Ga. CITGO has long-term crude oil
supply agreements with PDVSA for a portion of the crude oil
requirements at these facilities. CITGO is also a 41 percent
participant in LYONDELL-CITGO Refining LP, a joint venture fuels
refinery located in Houston . CITGO's interests in these
refineries result in a total crude oil capacity of approximately
865,000 barrels per day.

Serving nearly 14,000 branded, independently owned and operated
retail locations, CITGO is also one of the five largest branded
gasoline suppliers within the United States.


SIDOR: Workers Accept Terms of New Collective Contract
------------------------------------------------------
After five months of negotiations, Venezuelan steelmaker Sidor
and the Suttis workers' union have reached an agreement over a
collective contract, Business News Americas reports, citing
labor executive Alsacia Vahlis.

In September, Sidor announced that it has reached an agreement
with Suttis for the last round of collective bargaining in which
all the clauses were discussed and agreed upon. But the workers
rejected the contract, prompting the union to hold another vote
on October 15, wherein 2,125 workers approved the contract.

Sidor and Suttiss will now sign the collective contract valid
for 28 months.

The approved contract, which will benefit more than 4,000
workers, includes: guaranteed work for 26 months; a 13,000-
bol¡var (US$6.70) raise for the duration of the 28-month
contract; and a one-off bonus of 1 million bol¡vares to be paid
on October 22.

Sidor is in Puerto Ordaz city in the Guayana region and is 60%-
owned by the Amazonia consortium. Amazonia is made up of Mexican
companies Hylsamex (Alfa group) and Tamsa (Techint group),
Argentine Company Siderar (Techint group), Brazil's Usiminas and
Venezuela's Sivensa. The remaining 40% is owned by the state.

The Company's plants are in Puerto Ordaz city in eastern
Venezuela's Bol¡var state.



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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
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