TCRLA_Public/041025.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

           Monday, October 25, 2004, Vol. 5, Issue 211

                            Headlines

A R G E N T I N A

ARGEN ITALY: Asks Court for Reorganization
AUTOSISTEMAS S.G.A.: Court Designates Trustee For Bankruptcy
CABILDO SOLEADO: Court OKs Creditor's Bankruptcy Call
CELCOR S.A.: Court Orders Liquidation
CENTER WASH: Asks for Bankruptcy Protection

DEMYCO S.A.: Initiates Bankruptcy Proceedings
DESDE 1890: Court Approves Involuntary Bankruptcy Motion
FLORIDA UNO S.A.: Liquidates Assets to Pay Debts
GIAGANTE Y DEL OLMO: Begins Liquidation Process
INSTELEC ELECTRONICA S.R.L.: Granted Concurso Approval

INSTITUTO PEDRO: Court Declares Company Bankrupt
I.S. NET S.R.L.: Court Moves Claims Check Deadline
MAZATLAN DISTRIBUCIONES: Enters Bankruptcy on Court Orders
MEILS S.A.: Court Declares Company Bankrupt
MERION S.A.: Bankruptcy Process Begins By Court Order

TELECOM ARGENTINA: APE Awaits Court Approval
TELEFONICA DE ARGENTINA: Seeks to Negotiate With Striking Union
TRES REYES S.A.: Liquidation Planned to Pay Debts
WILD HORSE: Enters Bankruptcy on Court Orders


B E R M U D A

CONTRACTORS INSURANCE: Members Consent to Voluntary Wind-Up
FOSTER WHEELER: Subsequent Offering Period Expires October 20
GREAT CIRCLE: Appoints Douglas Pullen as Liquidator


B R A Z I L

AHOLD: Low Currency Exchange Rates Affect Net Sales in 3Q04
VARIG: Lawmakers to Present Rescue Plan in the Next Few Days
* BRAZIL: S&P Issues Ratings Update


C O L O M B I A

BANCAFE: Government Will Retain Control After Sales Efforts Fail


M E X I C O

ELAMEX: CEO Departing Company in December
GRUPO DESC: Maintaining Strategy Following a Profitable 3Q04
GRUPO MEXICO: SPCC to Acquire Minera Mexico
TFM: S&P Takes Ratings Off CreditWatch; Ratings Affirmed


V E N E Z U E L A

BELLSOUTH VENEZUELA: Agrees To Buy Telcel Stake
EDC: Sells $260M, 10-Yr. Bonds to Refinance Debt

     -  -  -  -  -  -  -  -

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

ARGEN ITALY: Asks Court for Reorganization
------------------------------------------
Argen Italy S.A., a Buenos Aires-based company, requested
reorganization, says local daily Infobae.

The reorganization petition, once approved by the court, will
allow the company to negotiate a settlement with its creditors
in order to avoid a straight liquidation.

The case is pending before Court no. 26 of the city's civil and
commercial tribunal. Clerk no. 52 assists the court with the
proceedings.

CONTACT: Argen Italy S.A.
         Rio de Janeiro 47
         Buenos Aires


AUTOSISTEMAS S.G.A.: Court Designates Trustee For Bankruptcy
------------------------------------------------------------
Buenos Aires' accountant, Silvia Amanda Ferrandina, was assigned
as trustee for the bankruptcy of local Autosistemas S.G.A.
S.R.L., relates Infobae. The trustee will verify creditors'
claims until December 1.

The city's civil and commercial tribunal Court no. 24 holds
jurisdiction over the Company's case with the assistance of
clerk no. 7

CONTACT: Ms. Silvia Amanda Ferrandina, Trustee
         Asuncion 4642
         Buenos Aires


CABILDO SOLEADO: Court OKs Creditor's Bankruptcy Call
-----------------------------------------------------
Local restaurant Cabildo Soleado S.R.L. entered bankruptcy after
Court no. 9 of Buenos Aires' civil and commercial tribunal
approved a bankruptcy motion filed by Mr. Marcelo Ledesma.
Clarin reports that the Company's failure to pay US$10,953 in
debt prompted the creditor to file the petition.

City clerk no. 17 assists the Court on this case.

CONTACT: Cabildo Soleado S.R.L.
         Avda. Cabildo 1586
         Buenos Aires


CELCOR S.A.: Court Orders Liquidation
--------------------------------------
Celcor S.A. will wind-up its operations following the bankruptcy
pronouncement issued by Court no. 9 of Buenos Aires' civil and
commercial tribunal. The declaration effectively prohibits the
Company from administering its assets, control of which will be
transferred to a court-appointed trustee.

Infobae reported the Court assigned trustee Mr. Miguel Angel
Troisi to the case. He will be reviewing creditors' proofs of
claims until December 21. The verified claims will be the basis
for the individual reports to be presented for court approval on
April 15, 2005. Afterwards, the trustee will also submit a
general report on June 8, 2005.

Clerk no. 17 assists the Court on this case that will end with
the disposal of the Company's assets to cover its liabilities.

CONTACT: Mr. Miguel Angel Troisi, Trustee
         Cerrito 146
         Buenos Aires


CENTER WASH: Asks for Bankruptcy Protection
-------------------------------------------
Buenos Aires-based Center Wash S.R.L. filed for voluntary
bankruptcy under the jurisdiction of Court no. 12 of Buenos
Aires' civil and commercial tribunal, according to Infobae. If
approved by the Court, the Company's assets will be liquidated
at the end of the proceedings to repay its debts.

The city's Clerk no. 24 assists the Court with the proceedings.

CONTACT: Center Wash S.R.L.
         Juan Domingo Peron 1573
         Buenos Aires


DEMYCO S.A.: Initiates Bankruptcy Proceedings
---------------------------------------------
Court no. 17 of Buenos Aires' civil and commercial tribunal
declared local Demyco S.A. "Quiebra," reports Infobae.

Ms. Marina Fernanda Tynik, appointed as trustee, will verify
creditors' claims until November 4 and then prepare the
individual reports based on the results of the verification
process. The individual reports will then be submitted in Court
on December 6, followed by the general report on February 19,
2005.

Clerk no. 33 assists the Court on the case, which will close
with the liquidation of the Company's assets to repay creditors.

CONTACT: Ms. Marina Fernanda Tynik, Trustee
         Avda Rivadavia 10444
         Buenos Aires


DESDE 1890: Court Approves Involuntary Bankruptcy Motion
--------------------------------------------------------
Court no. 21 of Buenos Aires' civil and commercial tribunal
declared Desde 1890 S.C.S. bankrupt, says Clarin. The ruling
comes in approval of the bankruptcy petition filed by the
Company's creditor, Ms. Maria Fernandez de la Puente, for
nonpayment of US$3,847.90 in debt.

Clerk no. 41 assists the Court on the case that will conclude
with the liquidation of the Company's assets.

CONTACT: Desde 1890 S.C.S.
         Sarmiento 302
         Buenos Aires


FLORIDA UNO S.A.: Liquidates Assets to Pay Debts
------------------------------------------------
Florida Uno S.A. will begin liquidating its assets following the
bankruptcy pronouncement issued by court no. 4 of Buenos Aires'
civil and commercial tribunal.

Infobae reports that the bankruptcy ruling places the Company
under the supervision of court-appointed trustee Elba Gabriela
Hirigoity. The trustee will verify creditors' proofs of claims
until November 26.

The bankruptcy process will end with the disposal of Company
assets to repay its debts.

CONTACT: Ms. Elba Gabriela Hirigoity, Trustee
         Avda Cordoba 1388
         Buenos Aires


GIAGANTE Y DEL OLMO: Begins Liquidation Process
-----------------------------------------------
Giagante y Del Olmo S.R.L. of Junin will begin liquidating its
assets after Court no. 2 of the city's civil and commercial
tribunal declared the Company is bankrupt. Infobae reveals that
the bankruptcy process will commence under the supervision of
court-appointed trustee Hugo Javier Angarolla.

The trustee will review claims forwarded by the Company's
creditors until October 21. After claims verification, the
trustee will submit the individual reports for court approval on
December 2. The general report submission follows on February
10, 2005.

CONTACT: Giagante y Del Olmo S.R.L.
         Primera Junta 104
         Junin

         Mr. Hugo Javier Angarolla, Trustee
         Sarmiento 127
         Junin


INSTELEC ELECTRONICA S.R.L.: Granted Concurso Approval
------------------------------------------------------
Instelec Electronica S.R.L. will proceed with reorganization
after Court no. 16 of Buenos Aires' civil and commercial
tribunal converted the Company's ongoing bankruptcy case into a
"concurso preventivo", states Infobae.

Under Insolvency protection, the Company will be able to draft a
proposal designed to settle its debts with creditors. The
reorganization also prevents the Company's outright liquidation.

Ms. Silvia Isabel Gomez Meana will supervise the reorganization
process

CONTACT: Ms. Silvia Isabel Gomez Meana, Trustee
         Viamonte 993
         Buenos Aires


INSTITUTO PEDRO: Court Declares Company Bankrupt
------------------------------------------------
Court no. 23 of Buenos Aires' civil and commercial tribunal
declared Instituto Pedro Enrique S.R.L., a local private school,
"Quiebra", relates La Nacion. The order comes in approval of the
bankruptcy petition filed by Ms. Dora Yospe, to whom the Company
failed to pay debts amounting to US$137,820.57.

Clerk no. 46 assists the Court on the case.

CONTACT: Instituto Pedro Enrique S.R.L.
         Avda. Juan de Garay 2476/82
         Buenos Aires


I.S. NET S.R.L.: Court Moves Claims Check Deadline
--------------------------------------------------
The schedule of key events in the I.S. Net S.R.L. liquidation
has been reset to these dates:

1. Credit Verification Deadline - December 1, 2004
2. Submission of Individual Reports - February 3, 2005
3. Submission of the General Report - March 5, 2005

Local news source Infobae reports that Court no. 19 of Buenos
Aires' civil and commercial tribunal handles this case with
assistance from Clerk no. 37.


MAZATLAN DISTRIBUCIONES: Enters Bankruptcy on Court Orders
----------------------------------------------------------
Court no. 7 of Buenos Aires' civil and commercial tribunal
declared Mazatlan Distribuciones S.A. bankrupt after the Company
defaulted on its debt payments. The bankruptcy order effectively
places the Company's affairs as well as its assets under the
control of court-appointed Trustee Mr. Jorge Luis Berisso.

As trustee, Mr. Berisso is tasked with verifying the
authenticity of claims presented by the Company's creditors. The
verification phase is ongoing until November 19.

Infobae reports Clerk no. 14 assists the Court on this case that
will end with the disposal of the Company's assets in favor of
its creditors.

CONTACT: Mr. Jorge Luis Berisso, Trustee
         Paraguay 866
         Buenos Aires


MEILS S.A.: Court Declares Company Bankrupt
-------------------------------------------
Meils S.A. entered bankruptcy on orders from Court no. 8 of
Buenos Aires' civil and commercial tribunal, reveals Infobae.

Working with Clerk no. 15, the Court assigned Mr. Santos Ernesto
Luparelli as trustee. He is to verify creditors' claims until
December 13. Creditors who fail to have their claims validated
before the deadline will be disqualified from receiving any
payments to be made after the Company's assets are liquidated.

The individual reports, due February 24, 2005, are to be
prepared upon completion of the verification process. The Court
also requires the trustee to prepare a general report and file
it on April 12, 2005. This report contains a summary of the
results in the individual reports.

CONTACT: Mr. Santos Ernesto Luparelli, Trustee
         Paraguay 2067
         Buenos Aires


MERION S.A.: Bankruptcy Process Begins By Court Order
-----------------------------------------------------
Court no. 5 of La Plata's civil and commercial tribunal declared
local Merion S.A. "Quiebra," reports Infobae. The declaration
signals the Company will proceed with the bankruptcy process,
which will close with the liquidation of its assets.

Accounting firm, "Estudio Carocuccioletta-Fernandez", as
trustee, will authenticate proofs of claim until November 29.
Afterwards, it will prepare the individual reports based on the
results of the authentication and then submit these reports in
Court on February 15, 2005. After these results are processed,
the Trustee will then submit the general report on April 5,
2005.

CONTACT: "Estudio Carocuccioletta - Fernandez"
         Trustee
         Calle 12 Nro. 1419
         La Plata


TELECOM ARGENTINA: APE Awaits Court Approval
--------------------------------------------
Fixed-line carrier Telecom Argentina S.A. (TEO) is now one step
closer to completing its debt exchange, reports Dow Jones
Newswires.

The telecom firm announced Thursday it has filed its US$2.63
billion debt-restructuring offer with a local court.

The Company is pursuing an out-of-court restructuring, known by
its Spanish acronym APE, where a two-thirds creditor agreement
allows a company to submit its offer for legal approval, which
then makes the repayment terms binding on all creditors.

Telecom secured 94.47% creditor approval when its offer closed
in August. While the level of acceptance is considered high, the
Company will still need court approval, which means a final
resolution to its debt clean-up might not come for some time.

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


TELEFONICA DE ARGENTINA: Seeks to Negotiate With Striking Union
---------------------------------------------------------------
Workers from various telecom companies in Argentina, gathered
under the unions' association Foeesitra, started a one-hour
strike per shift last week, demanding better salaries, work
stability and an end to outsourced services.

Telefonica de Argentina (NYSE: TAR) has expressed concern that
the strike could affect services such as maintenance, repairs
and installations.

The Company said it will do all it can to prevent users from
being affected by the strike, but pointed out the possibility
some services will take longer than normal to provide.

Telefonica maintains it is willing to negotiate with union
leaders and aims to reach a reasonable solution according to
Argentine labor legislation.

CONTACT:  TELEFONICA DE ARGENTINA
          Tucuman 1, 18th Floor, 1049
          Buenos Aires, Argentina
          Phone: (212) 688-6840
          Home Page: http://www.telefonica.com.ar


TRES REYES S.A.: Liquidation Planned to Pay Debts
-------------------------------------------------
Bahia Blanca-based Tres Reyes S.A. will begin liquidating its
assets following the bankruptcy pronouncement issued by the
city's civil and commercial Court no. 3, reports Infobae.

The bankruptcy ruling places it under the supervision of court-
appointed trustee, Mr. Eduardo A. Miraballes. The trustee will
verify creditors' proofs of claims until November 1. The
validated claims will be presented in court as individual
reports on December 16.

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 2, 2005.

The bankruptcy process will end with an asset in favor of its
creditors.

CONTACT: Tres Reyes S.A.
         Avda De La Democracia 1355
         My Buratovich

         Mr. Eduardo A Miraballes, Trustee
         San Martin 372
         Bahia Blanca


WILD HORSE: Enters Bankruptcy on Court Orders
---------------------------------------------
Wild Horse Resources Argentina S.A. enters bankruptcy protection
after Court no. 9 of Buenos Aires' civil and commercial
tribunal, with the assistance of Clerk no. 18, ordered the
Company's liquidation. The bankruptcy order effectively
transfers control of its assets to the court-appointed trustee
who will supervise the liquidation proceedings.

Infobae reports the Court selected Mr. Abraham Yalovetzky as
trustee. He will be verifying creditors' proofs of claims until
the end of the verification phase on December 9.

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 a company's accounting and
business records. The individual reports will be submitted on
February 22, 2005 followed by the general report that is due on
March 5, 2005.

CONTACT: Wild Horse Resources Argentina S.A.
         Florida 234
         Buenos Aires



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

CONTRACTORS INSURANCE: Members Consent to Voluntary Wind-Up
-----------------------------------------------------------
       IN THE MATTER OF THE COMPANIES ACT 1981

                      and

IN THE MATTER OF Contractors Insurance Alliance Ltd.

The Members of Contractors Insurance Alliance Ltd. held a
special meeting on September 27, 2004 and passed the following
Resolutions:

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

2. That Mike Morrison be and is hereby appointed Liquidator for
the purposes of such winding-up, such appointment to be
effective forthwith.

Mr. Morrison informs that:

- Creditors of Contractors Insurance Alliance Ltd., which is
being voluntarily wound up, are required, on or before November
5, 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 solicitors (if any)
to Mike Morrison at KPMG Financial Advisory Services Limited,
Crown House, 4 Par-La-Ville Road, Hamilton, HM 08, Bermuda, the
Liquidator of the said Company, and if so required by notice in
writing from the said Liquidator, and personally or by their
solicitors, to come in and prove their debts or claims at such
time 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.

CONTACT: Mr. Mike Morrison, Liquidator
         KPMG Financial Advisory Services Limited
         Crown House, 4 Par-La-Ville Road, Hamilton
         Bermuda


FOSTER WHEELER: Subsequent Offering Period Expires October 20
-------------------------------------------------------------
Foster Wheeler Ltd. (OTCBB: FWLRF) announced Thursday the
October 20, 2004 expiration of the subsequent offering period
related to its successful equity-for-debt exchange offer. With
the expiration of this period, no more securities can be
tendered into the exchange. During the subsequent offering
period, the amount of securities tendered was not material.

Foster Wheeler Ltd. is a global company offering, through its
subsidiaries, a broad range of design, engineering,
construction, manufacturing, project development and management,
research and plant operation services. Foster Wheeler serves the
refining, upstream oil and gas, LNG and gas-to-liquids,
petrochemicals, chemicals, power, pharmaceuticals, biotechnology
and healthcare industries. The corporation is based in Hamilton,
Bermuda, and its operational headquarters are in Clinton, New
Jersey, USA.

CONTACT: Foster Wheeler Ltd.
         Media Contact:
         Ms. Maureen Bingert
         Phone: 908-730-4444
             or
         Investor Contact:
         Mr. John Doyle
         Phone: 908-730-4270
             or
         Other Inquiries:
         Phone: 908-730-4000

         Web Site: http://www.fwc.com


GREAT CIRCLE: Appoints Douglas Pullen as Liquidator
---------------------------------------------------
        IN THE MATTER OF THE COMPANIES ACT, 1981

                        and

       IN THE MATTER OF Great Circle Traders Ltd.

By Written Resolution of the sole Member of Great Circle Traders
Ltd., adopted on October 15, 2004 the following resolutions were
duly passed:

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

- That Mr. Douglas H. Pullen of Sofia House, 1st Floor, 48
Church Street, Hamilton Bermuda be appointed Liquidator for the
purpose of winding up the Company.

The Liquidator notifies that:

- Creditors of Great Circle Traders Ltd. are required on or
before the 10th November, 2004, to send their names and
addresses and the particulars of their debts or claims to the
Liquidator of the said Company, and if so required by Notice in
writing from the said Liquidator to come in and prove their said
debts or claims at such time and place as shall be specified in
each notice or in default thereof they will be excluded from the
benefit of any distribution made before such debts are proved.
Dated this 20th day of October, 2004

- The Final General Meeting of the Member of Great Circle
Traders Ltd. will be held at Sofia House, 1st Floor, 48 Church
Street, Hamilton, Bermuda on November 23, 2004 at 10:00 a.m. for
the purpose of having an account laid before them showing the
manner in which the winding-up has been conducted and the
property of the company disposed of, and of hearing any
explanation that may be given by the Liquidator, and also of
determining by resolution the manner in which the books,
accounts and documents of the Company and of the Liquidator
thereof, shall be disposed.

COONTACTS: Great Circle Traders Ltd.
           Sofia House, 1st Floor
           48 Church Street
           Hamilton, Bermuda

           Mr. Douglas H. Pullen, Liquidator
           Sofia House, 1st Floor
           48 Church Street
           Hamilton, Bermuda



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

AHOLD: Low Currency Exchange Rates Affect Net Sales in 3Q04
-----------------------------------------------------------
-Consolidated 2004 third quarter net sales amounted to EUR 12.0
billion, a decline of 7.9% compared to the same period last year

-Net sales significantly impacted by lower currency exchange
rates and divestments; third quarter net sales growth excluding
currency impact and the impact of divestments was 1.2%

-Year-to-date net sales amounted to EUR 39.7 billion, a decline
of 8.4% compared to the same period last year

-Year-to-date net sales growth excluding currency impact and the
impact of divestments was 1.8%

Ahold announced Thursday consolidated net sales (excluding VAT)
of EUR 12.0 billion for the third quarter of the year (12 weeks:
July 12, 2004 - October 3, 2004), a decline of 7.9% compared to
the same period last year (2003: EUR 13.0 billion). Net sales
were significantly impacted by lower currency exchange rates, in
particular that of the U.S. dollar. Net sales excluding currency
impact decreased by 2.4%. Additionally, net sales were impacted
by divestments. Net sales growth excluding currency impact and
the impact of divestments was 1.2% in the third quarter.

Consolidated net sales in the first three quarters of 2004
amounted to EUR 39.7 billion, a decline of 8.4% compared to the
same period last year (2003: EUR 43.3 billion). Net sales
excluding currency impact declined by 1.8%. Net sales growth
excluding currency impact and the impact of divestments was 1.8%
in the first three quarters.

The net sales numbers are preliminary and unaudited.

U.S. Retail

In the United States, net sales in the third quarter of 2004
declined by 1.3% to USD 6.1 billion (2003: USD 6.2 billion),
compared to the same period last year. Net sales growth
excluding the impact of the divestment of Golden Gallon in 2003
was 0.2%. Identical sales declined by 1.7% and comparable sales
decreased by 1.0%, in U.S. dollars. Food price inflation
decreased slightly in the third quarter of 2004 compared to the
second quarter.

For the Stop & Shop/Giant-Landover Arena, which includes Stop &
Shop and Giant-Landover, competitive pressure further increased,
leading to a decline in identical sales in U.S. dollars for Stop
& Shop and in particular for Giant-Landover. Net sales at Stop &
Shop were affected by strong competitive promotional activity
and the focus on the integration of Stop & Shop and Giant-
Landover. Identical sales were also negatively impacted by
incremental increases in square footage by competitors.

At Giant-Landover the systems integration was completed during
the quarter; Stop & Shop and Giant-Landover are now operating on
the same technical platform. The ongoing overall integration
process negatively impacted net sales at Giant-Landover,
particularly in the area of supply chain. Moreover, promotional
activities and incremental increases in square footage by
competition impacted identical sales. Peapod showed strong net
sales growth, mainly due to an expansion of the trade area in
the Stop & Shop and Giant-Landover markets.

The Giant-Carlisle/Tops Arena showed a solid sales performance
despite competitive pressure. Net sales for the BI-LO/Bruno's
Arena, excluding the impact of the divestment of Golden Gallon
in 2003, declined by 5.2% partially as a result of closed
stores.

In the first three quarters of 2004, net sales for the U.S.
retail operations amounted to USD 20.5 billion, a decline of
0.7% compared to the same period last year (2003: USD 20.7
billion). Net sales growth in U.S. dollars, excluding the impact
of the divestment of Golden Gallon in 2003, amounted to
approximately 0.8%. Identical sales in U.S. dollars decreased by
1.2%. Comparable sales in U.S. dollars declined by 0.4%.

Europe Retail

In Europe, net sales in the third quarter of 2004 amounted to
EUR 3.0 billion (2003: EUR 3.0 billion). Excluding currency
impact, net sales growth was 1.1% compared to the third quarter
of last year. Albert Heijn continued its successful
repositioning program. Identical sales growth at Albert Heijn
was 3.1%, primarily due to a higher number of transactions
compared to a weak third quarter last year. This was, to a
certain extent, offset by a lower average basket size, which was
partly caused by food price deflation. In Central Europe net
sales growth excluding currency impact was 8.2%, due to higher
identical sales and new store openings. In Spain net sales
decreased by 4.4% compared to the same quarter last year, mainly
due to a weak tourist season and a lower store count.

In the first three quarters of 2004, net sales for the Europe
retail operations amounted to EUR 9.8 billion (2003: EUR 9.8
billion). Excluding currency impact net sales increased by 0.2%
compared to the same period of 2003. Identical sales growth at
Albert Heijn was 1.2%.

Foodservice

Net sales at U.S. Foodservice increased in U.S. dollars by 2.9%
to USD 4.4 billion (2003: USD 4.3 billion) in the third quarter
of 2004. This rise was primarily attributable to food price
inflation, although this inflation was lower than the previous
quarter. This positive effect on third-quarter net sales was
partly offset by negative impacts due to hurricanes and national
account customer rationalization.

In the first three quarters of 2004, net sales in U.S. dollars
increased by 5.0% to USD 14.4 billion (2003: USD 13.7 billion).

South America

In South America, net sales in the third quarter amounted to EUR
219 million (2003: EUR 511 million), down 57.1% compared to the
same period last year, mainly due to the divestment of Bompreco
in Brazil in the first quarter of 2004 and Santa Isabel in
Chile, Paraguay and Peru in the second half of 2003.

Net sales for the first three quarters of 2004 decreased by
54.7% to EUR 770 million (2003: EUR 1.7 billion).

Unconsolidated joint ventures

The net sales of unconsolidated joint ventures increased by 0.7%
to EUR 2.8 billion in the third quarter of 2004 (2003: EUR 2.7
billion), compared to the same period of 2003. Net sales at ICA
increased by 0.6% compared to the same quarter last year. Net
sales at Jeronimo Martins Retail increased by 2.0% compared to
the same period last year. In Central America net sales
excluding currency effect increased by 12.5%.

In the first three quarters of 2004, net sales of unconsolidated
joint ventures amounted to EUR 8.1 billion (2003: EUR 8.1
billion).

Segment Reporting Changes

During the third quarter of 2004, Ahold changed the
organizational and managerial structure of the companies
reported in previous trading statements for the 'U.S. Retail'
operations and for the 'Europe Retail' operations. Ahold's
segment reporting will now be based on arenas. In this trading
statement Ahold has continued to provide net sales figures for
Stop & Shop, Giant-Landover and Albert Heijn separately.

The changes made relating to U.S. Retail were:

- The 'Stop & Shop/Giant-Landover Arena' consists of Stop &
Shop, Giant-Landover, Peapod and U.S. Support activities. For
clarity, Ahold has included separate Stop & Shop and Giant-
Landover net sales figures in this trading statement, as done
previously. Stop & Shop and Giant-Landover were previously
reported as separate segments. Peapod and U.S. Support
activities were previously part of 'Other U.S. Retail.'

- The 'Giant-Carlisle/Tops Arena' consists of Giant-Carlisle and
Tops Markets, which were previously part of 'Other U.S. Retail.'

- The 'BI-LO/Bruno's Arena' consists of BI-LO and Bruno's which
were previously part of 'Other U.S. Retail.'

The changes made relating to Europe Retail were:

- The 'Netherlands Arena' consists of Albert Heijn and 'Other
Netherlands.' For clarity, Ahold has included in this trading
statement separate Albert Heijn net sales figures, as done
previously.

- 'Other Netherlands' includes all Dutch retail entities, with
the exception of Albert Heijn and Schuitema. These entities were
previously reported as part of 'Other Europe Retail.'

- 'Other Europe Retail' consists of Ahold's retail activities in
Central Europe, Spain and Schuitema.

Definitions

-Identical sales compare sales from exactly the same stores.

-Comparable sales are identical sales plus sales from
replacement stores.

-Currency impact: the impact of using different exchange rates
to translate the financial figures of our subsidiaries to Euros.
The financial figures of the previous year are restated using
the actual exchange rates in order to eliminate this currency
impact.

-Impact of divestments: the impact on net sales of divested
operations. Net sales of the divested operations are excluded
from prior year net sales.


VARIG: Lawmakers to Present Rescue Plan in the Next Few Days
------------------------------------------------------------
Brazil's Congress is stepping up efforts to rescue flagship
airline Varig from an impending bankruptcy, says EFE.

"We're going to formulate a proposal in the next few days to
present to political party leaders and to the president of the
Chamber (of Deputies) for him to present to the president (Luiz
Inacio Lula da Silva," Congresswoman Yeda Crusius said.

"Next week will be one of definition on the part of Congress,"
added Crusius, who heads a "parliamentary group in defense of
Varig."

The group was created a month ago to save Varig, which has
negative equity of BRL7 billion (close to US$2.5 billion),
according to its creditors.

Lawmakers will also ask the Brazilian Supreme Court to rule on a
lawsuit filed against the government by Varig and fellow
Brazilian airline Vasp.

The airlines are demanding multi-million-dollar compensation for
freezes on fares imposed by successive Brazilian governments to
contain hyperinflation in the 1990s.

A favorable outcome in these proceedings would pump US$700
million into Varig and breathe new life into the airline.

CONTACT:  VARIG (Viacao Aerea Rio-Grandense, S.A.)
          Rua 18 de Novembro No. 800, Sao Joao
          90240-040 Porto Alegre,
          Rio Grande do Sul, Brazil
          Phone: (51) 358-7039/7040
                 (51) 358-7010/7042
          Fax: +55-51-358-7001
          Home Page: www.varig.com.br/english/
          Contacts:
              Dorival Ramos Schultz, EVP Finance and CFO
              E-mail: dorival.schultz@varig.com.br

              Investor Relations:
              Av. Almirante Silvio de Noronha,
              n  365-Bloco "B" - s/458 / Centro
              Rio de Janeiro, Brazil


* BRAZIL: S&P Issues Ratings Update
-----------------------------------
Local Currency       BB/STABLE/B
Foreign Currency     BB-/STABLE/B

RATIONALE

The ratings on the Federative Republic of Brazil reflect a
consistent macroeconomic framework that includes a floating
exchange rate regime and inflation and fiscal consolidation
strategies. This policy framework has strengthened progressively
since 1999, as has Brazil's institutional environment. The
smooth political transition of 2002-2003 highlights the maturing
of Brazil's democracy. A culture of fiscal responsibility that
extends beyond the executive branch of government to
congressional and local government officials and across party
lines continues to develop.

Brazil's ratings, however, remain constrained by a large general
government debt burden that continues to be vulnerable to
interest- and exchange-rate movements. Net general government
debt is projected at about 60% of GDP in 2004-2005, and interest
payments on the debt, while declining, are still high at almost
20% of general government revenue. The magnitude of the debt
burden and extent of spending rigidities both imply that there
is limited room for reduction of the primary surplus effort.

Although still problematic, the profile of domestically issued
debt has improved since 2002. Locally issued debt is
domestically held and denominated in Brazilian reals. Domestic
agents hold around 95% of domestic debt. A relatively deep and
captive domestic capital market for government securities
mitigates rollover risk.

Brazil's external vulnerability, while still quite high, has
declined over the past several years. External debt net of
reserves and other liquid assets has dropped sharply and is
projected at 155% of current account receipts (CAR) in 2004-
2005, high compared with 55% for the 'BB' median. Projected at
just over 100% in 2004-2005, Brazil's gross external financing
needs (current account deficit, medium- and long-term
amortizations, and short-term debt) are historically low in
terms of reserves, but still high.

Structural economic and institutional weaknesses have limited
investment and growth in recent years. Policy challenges include
simplifying a complex tax regime, deepening the local capital
market, improving labor-market flexibility, judicial reform, and
ensuring an adequate energy and regulatory framework.
Improvement would likely be conducive to increased investment
and, in turn, higher growth prospects.

OUTLOOK

The stable outlook reflects the commitment of the government to
pursue prudent macroeconomic policy and push forward with much-
needed reform against the risk surrounding Brazil's still-
vulnerable fiscal and external positions. The timely
implementation of reform is key to ensuring the continuation of
a consistent and robust growth path that keeps the debt burden
declining. Similarly, the government is expected to maintain its
commitment to a 3%-4% of GDP general government primary surplus
(without major changes in budgetary accounting) to keep the debt
trajectory on a downward slope.

PRIMARY CREDIT ANALYST: Lisa M Schineller, New York
(1) 212-438-7352; lisa_schineller@standardandpoors.com



===============
C O L O M B I A
===============

BANCAFE: Government Will Retain Control After Sales Efforts Fail
----------------------------------------------------------------
The Colombian government headed by President Alvaro Uribe is
backing down on plans to sell intervened bank Bancafe, reports
Business News Americas.

Instead, it will work to strengthen the bank and maintain its
status as a state-run entity.

"El Banco Cafetero (Bancafe) must be saved and left to the
state, I don't plan to sell [the bank]," said Uribe.

The decision came after numerous failures to privatize Bancafe,
which was intervened in 1999 to save it from bankruptcy during
the country's severe financial crisis.

Deposit insurance agency Fogafin, which has managed the
intervention of Bancafe for the government, hasn't made a
comment on the government's decision to withdraw the planned
sale.

Also, the Colombian Finance Ministry refuses to comment on the
matter, saying it has not received official authorization to do
so.

"The Finance Ministry along with Fogafin are in charge of
managing Bancafe, but nothing is public at this point, and will
not be so for a couple weeks," finance ministry spokesperson
Claudia Patricia Ros told BNamericas.

Bancafe is the largest state-run bank in Colombia, and the third
largest bank in the country's financial system with COP6.8
trillion (US$2.7bn) in assets as of August 2004, according to
the banking regulator Superbancaria.



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

ELAMEX: CEO Departing Company in December
-----------------------------------------
ELAMEX S.A. DE C.V. (NasdaqNM: ELAM), a diversified
manufacturing services company with food, plastics and metals
operations and real estate holdings in Mexico and the United
States, announced Thursday the effective date for the previously
announced change of Chief Executive Officers.

Elamex announced that Richard P. Spencer, its President and
Chief Executive Officer, will leave the Company on December 31,
2004. Mr. Spencer will continue to serve as a member of
Elamex's Board of Directors for the duration of his elected
term.

As announced on August 9, 2004, Mr. Richard R. Harshman will
become the Chief Executive Officer of Elamex as Mr. Spencer
steps down. Mr. Harshman will continue to serve in his present
capacity as President and Chief Executive Officer of Franklin
Connections LP, the principal operating subsidiary of Elamex.

Elamex is a Mexican company with manufacturing operations and
real estate holdings in Mexico and the United States. The
Company is involved in the production of food items related to
its candy manufacturing and nut packaging operations, and metal
and plastic parts for the appliance and automotive industries.

Elamex's competitive advantage results from its demonstrated
capability to leverage low cost, highly productive labor,
strategic North American locations, recognized quality and
proven ability to combine high technology with labor-intensive
manufacturing processes in world-class facilities. As a value
added provider, Elamex's key business objectives include
superior customer satisfaction, long-term supplier relationships
and employee growth and development, with the ultimate goal of
continuously building shareholder value.

CONTACT: Mr. Samuel L. Henry
         Phone: 915-298-3061
         E-mail: sam.henry@elamex.com


GRUPO DESC: Maintaining Strategy Following a Profitable 3Q04
------------------------------------------------------------
Mexican conglomerate DESC, S.A. de C.V. (NYSE: DES; BMV: DESC)
said Thursday it would continue the cost controls and debt
reductions that have led it to post profits in the third quarter
of this year, reports Dow Jones Newswires.

On Tuesday, DESC announced its operating profit improved to
MXN280 million ($1=MXN11.4865) from an adjusted MXN152 million,
resulting in its first profit in five quarters of MXN52 million,
versus an adjusted net loss of MXN226 million in the year-
earlier period.

According to Chief Executive Juan Marco Gutierrez, the rise in
operating profit "reflects our strict control in the expense
area," with costs reduced to US$79 million from US$93 million
year-on-year. "It also reflects an effort from us in trying to
raise prices against a rise that we have had in raw material
costs in most of our areas."

DESC expects to finalize a strategy for investing and divesting
in its various sectors sometime between the fourth quarter and
early next year.

"First we have to have a very sound financial company in order
to do that," said Gutierrez. "That's why we're recommending to
reduce debt and improve the numbers first, and then we're going
to be thinking about investing and divesting."

DESC cut its debt by US$30 million in the third quarter to
US$703 million, bringing total debt reduction to US$287 million
during the first nine months of the year.

That effort will continue, though the fourth quarter is
typically more difficult, he said, adding that the company is
committed "to reduce as much as possible with the cash flow we
have the debt number, without putting any risk into (capital
spending) or working capital."

To view latest financial statements:
http://bankrupt.com/misc/DESC3Q.pdf

CONTACTS: Ms. Marisol Vazquez-Mellado
          Mr. Jorge Padilla
          Phone: (5255) 5261 8000
          E-mail: investor.relationdesc.com.mx


GRUPO MEXICO: SPCC to Acquire Minera Mexico
-------------------------------------------
Southern Peru Copper Corporation ("SPCC", NYSE:PCU and LSE: PCU,
or the "Company") announced Thursday that it has executed a
merger agreement with Americas Mining Corporation ("AMC"), a
subsidiary of Grupo Mexico S.A. de C.V. ("Grupo Mexico",
"GMEXICO, BMV: GMEXICO"). Pursuant to the merger agreement AMC
will sell its 99.15% shareholding in its subsidiary Minera
Mexico, S.A. de C.V. ("MM") to SPCC, in return for 67.2 million
shares of SPCC. SPCC's Board of Directors approved unanimously
the merger agreement today following a recommendation to do so
by a special committee of independent directors of the Company.
Grupo Mexico is the largest shareholder of SPCC.

The acquisition will be effected through a stock-for-stock
transaction. According to the terms of the Merger Agreement
between SPCC, AMC, MM, and their respective affiliates, Americas
Sales Company, Inc ("ASC"), a wholly-owned subsidiary of AMC
will merge with SPCC Merger Sub, Inc, a subsidiary of SPCC, and
will survive as a wholly owned subsidiary of SPCC. As part of
this transaction, SPCC will pay a special transaction dividend
in the aggregate amount of US$100 million prior to the closing
of the transaction to all of SPCC's existing shareholders.

The transaction initiated on February 3rd, 2004 and recently
approved by SPCC Board of Directors is subject to the favorable
vote of holders of at least 2/3 of all outstanding shares and a
maximum net debt level of US$1.0 billion in MM, among other
customary conditions.

This transaction will create a world-class mining company, with
the second largest copper reserves in the world and the largest
copper reserves of any publicly traded company. After the
proposed merger, SPCC will have a sound capital structure with
solid financial ratios, and diversification in minerals,
countries and markets further commodity, portfolio, geographic
and market diversity. Finally strong synergies are expected to
be realized due to the complementary nature of the assets,
investment requirements and operations of SPCC and MM. The
transaction is expected to ultimately result in SPCC having a
single class of registered common stock listed on the New
York and Lima Stocks of Exchanges.

The transaction will allow the Company to build on the success
of its solid asset base. The impressive reserves of the copper
mines of Minera Mexico give SPCC more options for growth and
improve the diversity ofin its portfolio.

Furthermore it will enable the Company to more efficiently
allocate mine production through the newly acquired state of the
art world-class metallurgical facilities and SPCC's new Ilo
smelter. Importantly, it is earnings and cash flow per share
accretive for SPCC shareholders.

Moreover, the transaction will make SPCC a "must own" mining
stock, improving investor visibility.

UBS Investment Bank is acting as financial advisor to AMC on
this transaction.

Goldman, Sachs & Co. is acting as financial advisor to the
special committee of independent directors of SPCC.

OVERVIEW OF THE COMPANIES:

Southern Peru Copper Corporation

Southern Peru Copper Corporation (SPCC) is one of the largest
companies in Peru and currently the eighth largest copper
producer in the world. The shareholders of SPCC (prior to the
execution of this transaction) are, directly or through
subsidiaries, as follows: Grupo Mexico (54.2%), Cerro Trading
Company (14.2%), Phelps Dodge (14.0%) and other common
shareholders 17.6%. SPCC is listed in the NYSE and the Lima
Stock Exchange. SPCC is domiciled in Delaware.

Minera Mexico

Minera Mexico is the largest mining company in Mexico and the
ninth largest copper producer in the world. It operates two
large open pit mines, Cananea, the fourth largest mine in the
world in terms of reserves and the first in terms of "years of
operation", and the metallurgical mining complex La Caridad,
which includes copper smelting and refining, a wire rod plant
and precious metal refining. It also operates four poly-metallic
underground mining units.

CONTACTS: Southern Peru Copper Corporation
          Investor Relations
          Lima, Peru
          Raul Jacob
          +511 372-1414

          Grupo Mexico
          Amaranta Guerrero
          Media Relations
          Mexico City, Mexico
          +52-55-5584-9182

          Grupo Mexico
          Jorge Pulido
          Investor Relations
          Mexico City, Mexico
          +52-55-5080-0050 ext.7174


TFM: S&P Takes Ratings Off CreditWatch; Ratings Affirmed
--------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B' long-term
corporate credit rating on the Mexican railroad company
Transportacion Ferroviaria Mexicana S.A. de C.V. (TFM). At the
same time, the rating was removed from CreditWatch, where it was
placed on March 2, 2004. The outlook is developing.

The rating reflects TFM's low cash-flow generation, financial
policy driven by Transportacion Maritima Mexicana (TMM), high
fuel prices, underperformance of the automotive industry (22% of
TFM's 2002 total sales), and unresolved Value Added Tax (VAT)
and government put option. "The rating also reflects TFM's
position as the leading provider of rail transportation service
in Mexico, improving relationship between partners, and
potential switch to rail from truck," said Standard & Poor's
credit analyst Juan P. Becerra.

TFM is the leading railroad in terms of sales. The Company rail
lines connect with Mexico's most populated and industrialized
regions and with its principal U.S. border gateway at Laredo.
Additionally, TFM' s rail system serves three out of Mexico's
four primary seaports at Veracruz and Tampico on the Gulf of
Mexico, and Lazaro Cardenas on the Pacific Ocean.

Although the long-term potential for conversion from truck to
train is significant because of the railroads' ability to move
freight at a lower cost over longer distances, trucks hold a
leading share of the total merchandise trade between Mexico and
the U.S. trade volume. Railroad market share has increased to
18% in 2004 from 12.6% in 1995.

The relationship between Kansas City Southern (KCS) and TMM has
improved in 2004. Although in March 2004, the arbitrator ruled
in KCS' favor, in April 2004, both KCS and TMM agreed not to
move forward with the second phase of the arbitration
proceeding. Currently, KCS and TMM have declared that they are
committed to completing the TFM transaction.

The outlook is developing and reflects several unresolved
credit-related issues that could significantly affect TFM's
business and/or financial profile. Ratings could be raised if
KCS were to take control of TFM, as originally proposed in 2003,
or if TFM were to receive a significant cash infusion from the
settlement of the VAT issue. Conversely, ratings could be
lowered if TFM's financial position were to weaken as a result
of the government's exercise of its put option or if TFM's
financially weak parent, TMM, were to take actions that led to a
deterioration in TFM's financial profile.

Primary Credit Analyst: Juan P Becerra, Mexico City
(52) 55-5081-4416; juan_becerra@standardandpoors.com

Secondary Credit Analyst: Santiago Carniado, Mexico City
(52) 55-5081-4413; santiago_carniado@standardandpoors.com



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

BELLSOUTH VENEZUELA: Agrees To Buy Telcel Stake
-----------------------------------------------
BellSouth Corp. (BLS) has reached an agreement in principle with
the other major shareholder of its Venezuelan operation Telcel,
it disclosed in a document filed with the Securities and
Exchange Commission.

Under the agreement, BellSouth will purchase its 21.8% interest
in Telcel and settle all outstanding claims for an aggregate
payment of US$617 million.

The aggregate payment of US$617 million includes the previously
disclosed amounts that an arbitration panel ordered BellSouth to
pay to the said shareholder, resulting in an incremental cost to
BellSouth of US$189 million for the shareholder's remaining
10.7% interest in Telcel and settlement of all outstanding
claims.

The agreement in principle is subject to the negotiation and
execution of definitive agreements.

As part of the pending sale of BellSouth's Latin American
operations, Telefonica has agreed to purchase, for approximately
US$300 million, the 21.8% interest it is acquiring from the
other major shareholder under the agreement.

Because the aggregate settlement amount exceeds the amount
Telefonica will pay BellSouth for the additional 21.8% interest
in Telcel, BellSouth will incur an after-tax charge of
approximately US$190 million, or approximately 10 cents per
share, in the third quarter of 2004. This amount includes the
charge of US$165 million, or approximately 9 cents per share,
relating to the purchase of 11.1% of this shareholder's interest
in Telcel that was disclosed on October 14, 2004.


EDC: Sells $260M, 10-Yr. Bonds to Refinance Debt
------------------------------------------------
As part of an effort to refinance debt, Electricidad de Caracas
(EDC), Venezuela's largest private energy generator, sold US$260
million in 10-year bonds last week.

Citing a spokesman for ABN Amro in New York, which managed the
deal, Reuters reports that the bonds were sold at par with a
yield of 10.251%.

In August, EDC posted a quarterly profit of VEB13 billion,
compared with last year's loss of VEB6.6 billion. The positive
result is due in part to lower interest rates and financial
expenses.



                            ***********


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
prior written permission of the publishers.

Information contained herein is obtained from sources believed
to be reliable, but is not guaranteed.

The TCR Latin America subscription rate is $575 per half-year,
delivered via e-mail.  Additional e-mail subscriptions for
members of the same firm for the term of the initial
subscription or balance thereof are $25 each.  For subscription
information, contact Christopher Beard at 240/629-3300.


* * * End of Transmission * * *