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        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 29, 2004, Vol. 5, Issue 215

                            Headlines

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

APSA: Details Dividend Distribution
BARBARAS S.A.: Proceeds to Liquidate Assets
CARTA LOCAL: Gets Court Authorization to Reorganize
COOPERATIVA DE TRABAJO: Court Designates Trustee For Bankruptcy
DOROT S.R.L.: Court Declares Company Bankrupt

FACHADAS INTEGRALES: Creditor's Bankruptcy Motion Approved
LATINO TERMINAL: Court Initiates Bankruptcy Proceedings
MEGASOCKS S.R.L.: Court Converts Bankruptcy to Reorganization
METAL MUNDO: Debt Default Leads to Bankruptcy
REPSOL YPF: Antonio Brufau Replaces Alfonso Cortina as Chairman

UNITED GROUP: Court Agrees to Liquidation Plea
* ARGENTINA: High Court Deams 2002 Pesification Constitutional


B A H A M A S

ULTRAPETROL BAHAMAS: Gets B3 Rating On Proposed $150M Offering


B E R M U D A

BRITTON HOLDINGS: Appoints Robin Mayor as Liquidator
CHEVRON OVERSEAS: Member Opts for Voluntary Wind-Up
FOSTER WHEELER: Shareholders' Meeting Set For November 29
FOSTER WHEELER: Shareholders to Vote On Equity Consolidation


B R A Z I L

LABRA: Selling Assets to Pay Down Debts
TELEMAR: Mobile Subsidiary Signs $115M Contract With Nokia


C O L O M B I A

TELECOM: Authorized To Borrow COP370-Bln Loan


M E X I C O

GRUPO MEXICO: Unit Inks $600M Bank Loan To Pay Off Debt
MEXICANA: Union Agrees to Wage Adjustment
NII HOLDINGS: Completes Review of Nextel Bookkeeping Errors
NII HOLDINGS: S&P Ups Nextel Ratings to CreditWatch Positive
SANLUIS CORPORACION: Sales Up But EBITDA Lags


P E R U

NUEVO CONTINENTE: Pilots Ink JV With US Firm to Prevent Collapse


V E N E Z U E L A

CANTV: Mobile Growth Grows Revenues 14.6% in 3Q04


    - - - - - - - - -


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A R G E N T I N A
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ACINDAR: Brazilian Parent Looks to Up Capacity with $80M
--------------------------------------------------------
Brazilian steelmaker Belgo Mineira will invest US$80 million
through 2005 to increase production capacity at its Argentine
holding, flat steel producer Acindar Industria Argentina de
Aceros (ACIN.BA) by 5%, Business daily El Cronista reports,
citing Acindar President Arturo Acevedo.

"We believe that sales in the domestic market will grow 5% in
2005," Acevedo said, adding, "This year there was a plateau in
consumption, but it's now come back to recover."

Acindar and other heavy industrial companies have enjoyed stable
energy costs since 2002, when the government converted utility
rates into devalued pesos and froze them. Since then,
authorities have allowed limited increases for natural gas and
power, but larger adjustments are expected when the government
reaches new long-term contracts with more than 60 utility
companies. Negotiations have been lagging so far.

Acindar posted revenue of ARS922.5 million in the first half
ended June 30, up from ARS625.7 million a year earlier. The
company expects revenue of ARS2.1 billion ($1=ARS2.9725) for the
full year.

Belgo Mineira owns 73% of Acindar.

CONTACT:  ACINDAR INDUSTRIA ARGENTINA DE ACEROS SA
          2739 Estanislao Zeballos Beccar
          Buenos Aires
          Argentina B1643AGY
          Phone: +54 11 4719 8500
          Fax: +54 11 4719 8501
          Web Site: http://www.acindar.ar.com


APSA: Details Dividend Distribution
-----------------------------------
Alto Palermo SA (APSA), the shopping center unit of Argentine
real estate developer IRSA-Inversiones y Representaciones SA
(IRS), has notified the Bolsa de Comercio de Buenos Aires and
the Comision Nacional de Valores that the shareholders meeting
held on October 22, 2004 resolved the following items:

1. The distribution of a dividend for the amount of $17,895,663.
The Board of Directors has the authority to distribute such
amount among the shareholders.

2. In relation to the shareholders' personal property tax
(impuesto a los bienes personales) it was decided that said tax
will be absorbed by the Company.

CONTACT:  Alto Palermo S.A. (APSA)
          2/F
          476 Hipolito Yrigoyen
          Buenos Aires
          Argentina
          Phone: +54 11 4344 4600
          Home Page: http://www.altopalermo.com.ar
          Contacts:
          Eduardo Sergio Elsztain, Chairman
          Marcos Marcelo Mindlin , Vice Chairman
          Aaron Gabriel Juejati, Vice Chairman


BARBARAS S.A.: Proceeds to Liquidate Assets
-------------------------------------------
Barbaras S.A. entered bankruptcy after Judge Hualde of Buenos
Aires' civil and commercial tribunal approved a motion filed by
Ms. Norma Levi, reports La Nacion. The Company's failure to pay
US$7,574.65 in debt prompted the creditor to file the petition.

Working with Dr. Taricco Vera, the city's clerk no. 18, the
court assigned Mr. Silvio Gorbacz as trustee for the bankruptcy
process. The trustee's duties include the authentication of the
Company's debts and the preparation of the individual and
general reports. Creditors are required to present their proofs
of claims to the trustee by December 22.

The Company's assets will be liquidated at the end of the
bankruptcy process to repay creditors. Payments will be based on
the results of the verification process.

CONTACT: Barbaras S.A.
         Avenida Corrientes 4006
         Buenos Aires

         Mr. Silvio Gorbacz, Trustee
         Tucuman 1484
         Buenos Aires


CARTA LOCAL: Gets Court Authorization to Reorganize
---------------------------------------------------
Carta Local Gualeguaychu S.R.L. will begin reorganization
proceedings following the approval of its petition by court no.
1 of Buenos Aires' civil and commercial tribunal. The opening of
the reorganization will allow the company to negotiate a
settlement with its creditors in order to avoid a straight
liquidation.

Infobae reveals that Mr. Ricardo Bataller will oversee the
reorganization proceedings as the court-appointed trustee. He
will verify creditors' claims until December 28.

The Informative Assembly, the final stage of a reorganization
where the settlement proposal is presented to the company's
creditors for approval, is scheduled on October 6, 2005.

CONTACT: Carta Local Gualeguaychu S.R.L.
         Tucuman 450
         Buenos Aires

         Mr. Ricardo Bataller, Trustee
         Junin 864
         Buenos Aires


COOPERATIVA DE TRABAJO: Court Designates Trustee For Bankruptcy
---------------------------------------------------------------
Buenos Aires accountant Susana Graciela Roiter was assigned
trustee for the bankruptcy of local company Cooperativa de
Trabajo 8 de Julio Limitada, relates Infobae.

The trustee will verify creditors' claims until February 2,
2005. After that, she will prepare the individual reports, which
are to be submitted to the court on March 16, 2005. The general
report submission should follow on April 27, 2005.

The city's civil and commercial court no. 20 holds jurisdiction
over the Company's case. Clerk no. 39 assists the court with the
proceedings.

CONTACT: Ms. Susana Graciela Roiter, Trustee
         Marcelo T de Alvear 1430
         Buenos Aires


DOROT S.R.L.: Court Declares Company Bankrupt
---------------------------------------------
Judge Fernandez of Buenos Aires' civil and commercial tribunal
court no. 19 declared local company Dorot S.R.L. "Quiebra",
relates La Nacion. The court approved the bankruptcy petition
filed by Etertin de Minuchin S.A., whom the Company failed to
pay debts totaling US$23,798.07.

The Company will undergo the bankruptcy process with Mr. Alfredo
Donatti as its trustee. Creditors are required to present their
proofs of claims to the trustee for verification by February 11,
2005. Creditors who fail to have their claims authenticated by
the said date will be disqualified from the payments that will
be made after the Company's assets are liquidated at the end of
the bankruptcy process.

Dr. Mazzoni, clerk no. 37 assists the court on the case.

CONTACT: Dorot S.R.L.
         Scalabrini Ortiz 440
         Buenos Aires


FACHADAS INTEGRALES: Creditor's Bankruptcy Motion Approved
----------------------------------------------------------
Astilleros Neptuno S.C.A. was successful in its petition for a
bankruptcy ruling of local construction firm Fachadas Integrales
S.R.L.. Judge Fernandez, serving under court no. 19 of Buenos
Aires' civil and commercial tribunal, declared the Company
"Quiebra," reports La Nacion.

As such, the Company will now start the bankruptcy process with
Mr. Alfredo Donatti as trustee. Creditors of the Company must
submit proof of their claims to the trustee by December 13 for
authentication. Failure to do so will mean disqualification from
the payments to be made after the Company's assets are
liquidated.

The creditor sought for the Company's bankruptcy after the
latter failed to pay debts amounting to US$6,282.89.

Dr. Mazzoni, clerk no. 37, assists the court on the case that
will culminate in the liquidation of all of its assets.

CONTACT: Fachadas Integrales S.R.L.
         Sarmiento 1469
         Buenos Aires

         Mr. Alfredo Donatti, Trustee
         Montevideo 31
         Buenos Aires


LATINO TERMINAL: Court Initiates Bankruptcy Proceedings
-------------------------------------------------------
Latino Terminal Internacional del Mercosur S.A. is now "Quiebra"
- meaning bankrupt, says La Nacion. Judge Dieuzeide of Buenos
Aires' civil and commercial tribunal court no. 1 issued the
bankruptcy order upon the request of Buenos Aires Container
Terminal Services S.A. Unpaid debts totaling US$200,000 prompted
the liquidation plea.

Court-appointed trustee Lidia Abite will be reviewing creditors'
claims until December 22. Analyzing these claims is important
because the outcome of the process will determine the amount
each creditor will get after all the assets of the Company are
liquidated.

Dr. Galli, clerk no. 2, assists the court on this case.

CONTACT: Latino Terminal Internacional del Mercosur S.A.
         Talcahuano 750
         Buenos Aires

         Ms. Lidia Abite, Trustee
         Tacuari 129
         Buenos Aires


MEGASOCKS S.R.L.: Court Converts Bankruptcy to Reorganization
-------------------------------------------------------------
Megasocks S.R.L. will proceed with reorganization after court
no. 15 pf 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 an outright liquidation.

Mr. Luis Leonidas Abranzon, the court-appointed trustee, will
verify creditors' proofs of claims until December 22. Creditors
with unverified claims cannot participate in the Company's
settlement plan.

CONTACT: Mr. Luis Leonidas Abranzon, Trustee
         Pringles 835
         Buenos Aires


METAL MUNDO: Debt Default Leads to Bankruptcy
---------------------------------------------
Judge Hualde, working under court no. 9 of Buenos Aires' civil
and commercial tribunal, declared Metal Mundo S.A. bankrupt,
says La Nacion. The ruling comes in approval of the bankruptcy
petition filed by the Company's creditor, Estisol S.A.C.I.F.,
for nonpayment of US$5,445.74 in debt.

The Company's trustee, Mr. Abraham Yalovetzky, will examine and
authenticate creditors' claims until February 25, 2005. This is
done to determine the nature and amount of the Company's debts.
Creditors must have their claims authenticated by the trustee by
the said date in order to qualify for the payments that will be
made after the Company's assets are liquidated.

Dr. Raisberg de Merenzon, clerk no. 17, assists the court on the
case that will conclude with the liquidation of the Company's
assets.

CONTACT: Metal Mundo S.A.
         Avenida Directorio 5982
         Buenos Aires


REPSOL YPF: Antonio Brufau Replaces Alfonso Cortina as Chairman
---------------------------------------------------------------
Repsol YPF's Board of Directors approved Wednesday the
appointment of Antonio Brufau as Chairman of the Company,
substituting Alfonso Cortina. The management change corresponds
to a core business strategy to strengthen the Company's position
in international markets, meet new demands in the energy sector,
and provide a solid base for future growth in all markets.

Antonio Brufau has ample experience in the energy sector, and
brings with him the knowledge and experience which the Board
Members of Repsol YPF have valued as being ideal for carrying
out the responsibility as the Company's Executive Chairman in
this new period. In 1996 he was named member of Repsol YPF's
Board of Directors, and currently is also a member of Repsol
YPF's Audit and Control Commission.

In 1989, Antonio Brufau was named to the board of Gas Natural
SDG and member of its executive commission, where he designed
and actively participated in the 1992 merger of Catalana de Gas
and Gas Madrid that resulted in the creation of the gas group.
Later, in 1997, he was named chairman of Grupo Gas Natural SDG.

As a result of his being named Executive Chairman of Repsol YPF,
entity where he will fully dedicate his activities, Antonio
Brufau announced his commitment to resign all positions that he
holds representing "la Caixa."

Recongnition of management

The Repsol YPF Board of Directors unanimously thanked Alfonso
Cortina for his management of the company since 1996. The First
Vice-Chairman of the Company, and Chairman of "la Caixa",
Ricardo Fornesa, qualified very positively Cortina's period as
Chairman as "excellent" and highlighted "the growth and
profitability that has been reached in these last eight years"
and which has converted Repsol YPF into "truly a multinational
company and one of the best petroleum companies in the world."

For his part, the BBVA representative, who abstained from the
vote as "la Caixa" is a direct competitor in Spain, reiterated
the excellent management of Alfonso Cortina, as well the
relationship bewteen the two institutions. BBVA did not oppose
the nameing of the new Chairman give the experience and
knowledge of Antonio Brufau in the sector.

As a consequence of this, the Board approved naming Alfonso
Cortina as Chairman of the Repsol YPF Foundation, and changing
the name of Repsol YPF's Technology Center in Mostoles to the
Alfonso Cortina Technology Center.

Committed to Argentina

Following his appointment, Antonio Brufau expressed his thanks
to Alfonso Cortina for his management, who as Chairman of Repsol
YPF led the company in the operation that integrated the
Argentine petroleum company YPF, and which allowed the Group to
acquire weight on an international level, and noted that under
Cortina's management Repsol YPF passed from being a refining and
marketing company in Spain, to the eigth largest integrated
private petroleum company in the world with a production of 1.2
million barrels of oil per day.

Antonio Brufau reiterated his "fullest confidence" and the "firm
business commitment" of Repsol YPF with Argentina, and
highlighted the "willingness of the company to seek a level of
understanding with the Argentina Government."

At the same time, Brufau also noted that under the chairmanship
of Alfonso Cortina, "Repsol YPF was able to multiply by three
times its profitability and by five times its revenues."
Furthermore, the new Chairman expressed his confidence in the
team of professionals that work at the Company.

Antonio Brufau is 56 years old, and has a degree in Economics
from the University of Barcelona. He began his professional
career at Arthur Andersen, where he worked as a Director in
Auditing. In 1988 he incorporated into "la Caixa" as Deputy
Director General. From 1991 to 1999 he was Executive Deputy
Director General for the financial entity, and since 1997, he
has been the chairman of Grupo Gas Natural. In January 1999 he
was named Director General for Grupo "la Caixa".

In his long business career, Antonio Brufau has been a member of
various company boards, including those of Suez, Enag s,
Abertis, Aguas de Barcelona, Colonial and Caixa Holding, as well
as at CaixaBank France and CaixaBank Andorra. In July 2002 he
was named chairman of Barcelona's C�rculo de Econom�a, and since
March 2003 he is the only Spanish member of the Executive
Committee of the International Commerce Committee (ICC).

CONTACT: Repsol YPF, S.A.
         Paseo de la Castellana 278
         Madrid, 28046
         Spain
         Phone: 34-1-348-8100
         Web Site: http://www.repsol.com


UNITED GROUP: Court Agrees to Liquidation Plea
----------------------------------------------
Buenos Aires-based data processing firm United Group S.R.L. is
set to liquidate its assets after Judge Dieuzeide of Buenos
Aires' civil and commercial tribunal court no. 1 declared it
bankrupt.

La Nacion reports that the Company will undergo the process with
Ms. Marta Linares as Trustee. She will verify creditors' claims
until December 7.

Dr. Galli, clerk no. 2, assists the court in handling the
proceedings.

CONTACTS: United Group S.R.L.
          Arenales 1515
          Buenos Aires

          Ms. Marta Linares, Trustee
          Parana 145
          Buenos Aires


* ARGENTINA: High Court Deams 2002 Pesification Constitutional
--------------------------------------------------------------
Voting 5-1 on October 26, the Supreme Court of Argentina
declared constitutional the pesification of dollar-denominated
deposits in 2002. The court upheld the opinion of Attorney
General Esteban Righi, who argued on Friday the extraordinary
measure was necessary at the time.

The pesification was ordered by President Eduardo Duhalde, who
assumed office in January 2002 after Fernando De la Rua resigned
amidst massive social unrest.  The decree was intended to
prevent further capital flight.

Since then, several lawsuits have been filed against banks at a
cost of US$2.9 billion to those that have opted to settle their
cases, according to the central bank.  This latest decision
pertains to an appeal filed by four accountholders who owned
US$1.3 million in deposits when the pesification was ordered,
MercoPress says.

Justice Minister Horacio Rosatti told the paper the high court
must still "specifically divulge the implications of the
decision" because "all the cases that must be resolved are
different."  Several other cases remain pending.

The Argentine Savers' Association led by Carlos Baez Silva plans
to appeal the decision to the Inter-American Court of Human
Rights, a sober approach unlike 200 other bank accountholders,
who vandalized the courthouse upon learning of the decision.

"After struggling with security guards, some demonstrators broke
windows and set fires, while others managed to approach the
office where the justices were meeting," MercoPress said.

It is not clear how this negative decision will affect the debt
restructuring being negotiated by Buenos Aires with private
bondholders.  Accused of arm-twisting, the government is
demanding an atrocious 75% debt forgiveness.

Still, the decision is somehow a victory for President Nestor
Kirchner who, since his election in May 2003, has worked to
overhaul the Supreme Court known for making politically
motivated decisions.  He has so far filled three of the four
vacancies in the high court, which lost one member to removal,
and three others to resignation pending their impeachment.



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B A H A M A S
=============

ULTRAPETROL BAHAMAS: Gets B3 Rating On Proposed $150M Offering
--------------------------------------------------------------
Moody's Investors Service assigned a B3 rating to Ultrapetrol
(Bahamas) Limited's proposed US$150 million senior secured notes
due 2014. Ultrapetrol will issue the notes to replace the
existing US$122 million of senior secured notes due 2008 by way
of tender offer, as well as other bank debt and for fees.

At the same time, Moody's affirmed Ultrapetrol's senior implied
rating of B3 and issuer rating of Caa2.

The ratings outlook is stable.

The ratings continue to reflect the company's high levels of
indebtedness.

In the currently strong shipping market, the company's
profitability and cash flows provide adequate support for this
debt as evidenced by relatively strong credit metrics, Moody's
said.

Nevertheless, the ratings take into account the inherent
cyclicality of the shipping markets and that softening in these
markets could weaken credit metrics in the future, the ratings
agency added.

Registered in the Bahamas, Ultrapetrol (Bahamas) Limited owns a
fleet of ocean-going tankers of various sizes, capable of
carrying both crude oil and dry bulk products, operating
primarily in South America, but also trading worldwide.



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

BRITTON HOLDINGS: Appoints Robin Mayor as Liquidator
----------------------------------------------------
       IN THE MATTER OF THE COMPANIES ACT 1981

                        and

     IN THE MATTER OF Britton Holdings Limited

The Member of Britton Holdings Limited, acting by written
consent without a meeting on October 21, 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 informs that:

- Creditors of Britton Holdings Limited, which is being
voluntarily wound up, are required, on or before November 10,
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 Member of Britton Holdings
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


CHEVRON OVERSEAS: Member Opts for Voluntary Wind-Up
---------------------------------------------------
             IN THE MATTER OF THE COMPANIES ACT 1981

                            and

  IN THE MATTER OF Chevron Overseas Petroleum (Congo) Limited

The Member of Chevron Overseas Petroleum (Congo) Limited, acting
by written consent without a meeting on 26th October, 2004
passed the following resolutions:

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

2) That Gary R. Pitman be and is hereby appointed Liquidator for
the purposes of such winding-up, such appointment to be
effective forthwith.

The Liquidator informs that:

- Creditors of Chevron Overseas Petroleum (Congo) Limited, which
is being voluntarily wound up, are required, on or before
November 10, 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 Gary R Pitman at Chevron House, 11 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 Member of Chevron Overseas
Petroleum (Congo) Limited will be held at Chevron House, 11
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. Gary R. Pitman, Liquidator
         Chevron House, 11 Church Street
         Hamilton, Bermuda


FOSTER WHEELER: Shareholders' Meeting Set For November 29
---------------------------------------------------------
A joint annual and special general meeting of shareholders of
Foster Wheeler Ltd. will be held at the offices of Foster
Wheeler Ltd., Perryville Corporate Park, Clinton, New Jersey, on
November 29, 2004, at 3:30 p.m. for the following purposes:

1. To elect three directors, for terms expiring in 2007.

2. To approve the recommendation of the Audit Committee to
appoint PricewaterhouseCoopers LLP as Foster Wheeler Ltd.'s
independent auditors for 2004, to make such appointment, and to
authorize the board of directors, acting through its Audit
Committee, to set the independent auditors' remuneration.

3. To approve awards of restricted stock units and stock options
to directors.

4. To approve an amendment to bye-law 10(4), which reads: "A
Director must retire from the Board at the conclusion of the
Director's term which follows his or her seventy second
birthday.", and to substitute the following in its place: "The
Board of Directors shall establish a Director retirement age
requirement.".

5. To approve an amendment to bye-law 10(5) which reads: "Each
Director shall be the owner of at least 100 Common Shares at the
time of the Director's election to the Board and at least 1000
Common Shares by the third anniversary of such election.", and
to substitute the following in its place: "The Board of
Directors shall establish a share ownership policy for non-
employee directors.".

6. To approve an amendment to bye-law 20, replacing the first
sentence of that bye-law which reads: "The remuneration (if any)
of the Directors shall be determined, as the Board of Directors
from time to time determine, by the Company in general meeting
and shall be deemed to accrue from day to day.", with the
following provision: "The remuneration (if any) of the Directors
shall be determined by the Board of Directors from time to
time.".

7. To approve a consolidation of the Company's authorized common
share capital at a ratio of 1-for-20 and a related reduction in
the par value per common share from $.20 to $.01, subject to the
approval of, and immediately following the effectiveness of, the
capital alterations described in proposals 8 and 9. This
proposal is also subject to the approval of the share
consolidation at a special general meeting of the common
shareholders to be held prior to the joint annual and special
general meeting of shareholders. The proposed resolution to be
adopted by shareholders for this purpose is as follows:

"That subject to approval of resolution A. below by the holders
of three-fourths of the issued common shares of the Company and
effective on the date hereof, but subject to and following
effectiveness of the resolutions set forth below under the
headings "Proposal 8" and "Proposal 9":

A. the 1,475,908,957 common shares of par value US$0.01 each in
the capital of the Company be consolidated, on a 20:1 basis,
into 73,795,447.85 common shares of par value US$0.20 each; and

B. with effect immediately thereafter, the authorized share
capital of the Company be reduced from US$14,774,089.57 divided
into 73,795,447.85 common shares of par value US$0.20 each and
1,500,000 preferred shares of par value US$0.01 each, including
1,014,785 preferred shares designated as Series B Convertible
Preferred Shares, to US$752,954.48 divided into 73,795,447.85
common shares of par value US$0.01 each and 1,500,000 preferred
shares of par value US$0.01 each, and that the paid up amount of
US$0.19 in respect of each common share (as consolidated) issued
as of the date hereof be added to the Company's contributed
surplus account."

8. To approve a reduction in the par value of the Company's
authorized common and preferred share capital from US$1.00 to
US$.01 per share, effective upon the approval of proposal 9. The
proposed resolution to be adopted by shareholders for this
purpose is as follows:

"That effective upon the approval of resolution (1) in Proposal
9 below, the authorized share capital of the Company be reduced
from US$161,500,000 divided into 160,000,000 common shares of
par value US$1.00 each and 1,500,000 preferred shares of par
value US$1.00 each, including 1,014,785 preferred shares
designated as Series B Convertible Preferred Shares, to
US$1,615,000 divided into 160,000,000 common shares of par value
US$0.01 each and 1,500,000 preferred shares of par value US$0.01
each, and that the paid up amount of US$0.99 in respect of each
common share and each preferred share issued as of such
effective date be added to the Company's contributed surplus
account."

9. To approve an increase in the authorized capital of the
Company from US$1,615,000 to US$14,774,089.57 by the
authorization of an additional 1,315,908,957 common shares,
effective immediately after the effectiveness of proposal 8. The
proposed resolutions to be adopted by shareholders for this
purpose are as follows:

"(1) That effective immediately following the effectiveness of
the resolution set forth in Proposal 8 above, the authorized
capital of the Company be increased by US$13,159,089.57, from
US$1,615,000 to US$14,774,089.57, by the creation of an
additional 1,315,908,957 common shares of par value US$0.01
each, ranking pari passu with the existing common shares of the
Company, such that the Company shall have a total of
1,475,908,957 common shares of par value US$0.01 each.

(2) That following the approval and effectiveness of the
resolutions set forth in Proposals 7-8 and resolution (1) of
Proposal 9 above, the authorized capital of the Company shall be
US$752,954.48 consisting of 73,795,447.85 common shares of par
value US$0.01 each and 1,500,000 preferred shares of par value
of US$0.01 each, including 1,014,785 preferred shares designated
as Series B Convertible Preferred Shares."

10. To address any other matters that properly come before the
joint annual and special general meeting and any adjournments or
postponements thereof.

The Company's audited financial statements for the year ended
December 26, 2003 will be presented at the joint annual and
special general meeting.

All registered holders of Foster Wheeler Ltd.'s common shares
and series B convertible preferred shares at the close of
business on October 25, 2004, are entitled to notice of, and to
vote at the meeting and any postponements or adjournments of the
meeting. Shareholders of record at the close of business on
October 25, 2004 will receive a proxy statement by mail from the
Company in respect of the meetings.


FOSTER WHEELER: Shareholders to Vote On Equity Consolidation
------------------------------------------------------------
A special general meeting of common shareholders of Foster
Wheeler Ltd. will be held at the offices of Foster Wheeler Ltd.,
Perryville Corporate Park, Clinton, New Jersey, on November 29,
2004, at 3:00 p.m. to approve a consolidation of the Company's
authorized common share capital at a ratio of 1-for-20, subject
to the approval of:

(1) the common share consolidation and a related reduction in
the par value of the Company's common shares, which is a
proposal to be considered by the Company's shareholders at a
joint annual and special general meeting that will follow the
special general meeting of common shareholders, and

2) a reduction of capital and increase in authorized capital
which are proposals to be considered at that joint annual and
special general meeting. The proposed resolution to be adopted
by common shareholders to approve the common share consolidation
is:

"That subject to approval of the shareholders of the Company in
general meeting and effective at the time specified in such
approval, the 1,475,908,957 common shares of par value US$0.01
each in the capital of the Company be consolidated, on a 20:1
basis, into 73,795,447.85 common shares of par value US$0.20
each.".

All registered holders of Foster Wheeler Ltd. common shares at
the close of business on October 25, 2004, are entitled to
notice of, and to vote at the special general meeting and any
postponements or adjournments thereof. Shareholders of record at
the close of business on October 25, 2004 will receive a proxy
statement by mail from the Company in respect of the meeting.



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

CSN: Board Authorizes Stock Buyback Plan
----------------------------------------
The board of Brazil's flat-steel maker Companhia Siderurgica
Nacional (CSN)(NYSE: SID) approved a plan to buy back up to
6.357 million in shares.

The share buyback program, according to Dow Jones Newswires,
will start Nov. 12, 2004, and extend for three months. During
that time, CSN plans to repurchase up to 6.357 million shares at
market prices. If all 6.357 million shares were repurchased at
Tuesday's [Oct. 26] closing price of BRL41.00, CSN would pay
BRL260.6 million for about 4% of outstanding stock.

Analysts and investors welcomed the news.

"This initiative is consistent with the premise that CSN shares
are significantly undervalued, and we expect this announcement
to have a positive impact on prices," said HSBC analyst Fabio
Zagatti in a report. "We therefore reiterate our "Buy"
recommendation with a target price of BRL59.75."

CONTACT: CSN
         Luciana Paulo Ferreira, Investor Relations
         Tel: 5511 3049-7591
         E-mail: luferreira@csn.com.br
         Web site: http://www.csn.com.br


LABRA: Selling Assets to Pay Down Debts
---------------------------------------
Brazilian pencil manufacturer Labra, which declared bankruptcy
in 1996, plans to sell off assets in order to raise money to pay
its creditors.

According to a Valor Economico report, the company is on the
process of completing a bid notice for the sale of reforestation
farms for a minimum price of BRL40 million.

At the end of March 2004, Labra's debts totaled BRL42.2 million
- BRL11.9 million with workers and BRL8.9 million with Badep
bank. The company's total assets amount to BRL50.4 million.


TELEMAR: Mobile Subsidiary Signs $115M Contract With Nokia
----------------------------------------------------------
Brazilian mobile operator TNL PCS (Oi Celular) has selected
Nokia to expand its GSM/EDGE network, in a deal valued at
approximately USD 115 million.  Nokia will expand and upgrade
Oi's core network by implementing a state-of-the-art core
network solution, including the first Nokia MSC Server system in
the Americas, the Nokia Intelligent Content Delivery system and
Nokia Push to talk over Cellular (PoC).

Nokia will also significantly expand the capacity of Oi's radio
network in ten states in the north, northeast and southeast of
the country.  Deliveries begin immediately.

In addition to expanding the existing network capabilities,
Nokia will also provide new, innovative functionalities by
introducing the Nokia MSC Server and Nokia Multimedia Gateway,
the Nokia Intelligent Content Delivery system and Nokia Push to
talk over Cellular (PoC).

Nokia is providing network implementation and project
management, as well as implementing the Nokia NetAct(TM)
Traffica system for real-time network traffic management.  Nokia
will provide solution integration services to integrate the
Nokia platforms into Oi's IT network.

"Nokia's innovative network solution is an important step in
Oi's future implementation of 3G," says Mr. Antonio Parrini,
Network Director, Oi. "We see the new architecture of the
solution as an ideal way to combine 2G and 3G systems in a cost-
efficient manner."

"With this expansion, Nokia is strengthening our cooperation
with Oi," says Mr. Jose Roberto Paiva, Oi Account Director,
Networks, Nokia.  "We are happy to be consolidating our strong
position as a core network supplier in the Brazilian market."

Nokia has been a major GSM network supplier to Oi since 2001,
and is Oi's sole supplier of GPRS.

The Nokia MSC Server System, Nokia's new voice core network for
2G and 3G, is a 3GPP Release 4 compliant system that will
streamline Oi's path toward implementing 3G in the future.  With
the system, the same core network elements fully handle GSM/EDGE
and WCDMA services, allowing a cost-efficient migration to
combined GSM/WCDMA networks.

The Nokia Intelligent Content Delivery solution lets operators
offer access to services priced to match the value of difference
content.  Nokia's carrier-grade PoC solution provides instant
group communication with competitive performance, a full feature
set, and a smooth migration path to the upcoming Open Mobile
Alliance (OMA) standard.

CONTACTS:  Telemar Investor Relations
           Mr. Roberto Terziani
           e-mail:invest@telemar.com.br
           Phone: 55 21 3131-1314
           Web Site: www.telemar.com.br/ir

           Nokia, Networks
           Communications
           Phone: +358 7180 38198
           e-mail: networks.communications@nokia.com
           Web Site: www.nokia.com



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

TELECOM: Authorized To Borrow COP370-Bln Loan
---------------------------------------------
State-owned telecommunications company Telecom, which is being
liquidated, gained authority from the country's joint commission
of public credit to take out loans worth COP370 billion.

Citing a statement on President Alvaro Uribe's website, Business
News Americas reports that the loans will be used to replace
resources already paid to multinational suppliers with which the
company formed joint ventures.

Telecom may turn to local banks for the loans, which must be in
local currency, coming to term in nine years with a grace period
of three years.

The commission's approval is part of a document signed by
national political, economic and social council Conpes allowing
the government to provide guarantees of up to COP900 billion.

Telecom president Alfonso Gomez revealed the company will meet
with the commission again in two weeks to discuss whether the
government can deliver the rest of the guarantee.

The Colombian government decided to liquidate Telecom after it
chalked up losses of US$42.9 million in 2002. A new firm, called
Colombia Telecomunicaciones, has been created from the ashes of
the defunct Telecom.



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

GRUPO MEXICO: Unit Inks $600M Bank Loan To Pay Off Debt
-------------------------------------------------------
Grupo Mexico announced Wednesday that its Mexican mining
subsidiary, Minera Mexico, S.A. de C.V. (MM), subscribed a $600
million syndicated medium-term loan bank facility led by
Banamex/Citigroup.

The participating banks include: as "Lead Arrangers": Citigroup,
Scotiabank, Bank of America, BNP Paribas and, Calyon; as
"Arrangers":  Royal Bank of Scotland, Bancomext and Export
Development Canada; as "Co-Arranger": HSBC and, as "Lead
Managers":  UBS, NATEXIS Bank, and NM Rothschild & Sons.
Participants as "Managers" include Societe Generale and ND Bank.

The facility is to be funded this Friday, October 29 of 2004 and
the proceeds are to be used to fully prepay the balance of the
debt that MM restructured on April 29 of last year that, at the
time, amounted to $881 million and included Secured Export Note
holders (SENs) and a syndicate of 14 banks.

The terms of the new loan reflect the significant improvement in
Minera Mexico's performance and allow the company to decrease
its financial cost by approximately $25 million per annum,
extend its maturities to 2009, increase its financial and
operational flexibility for future growth and development as
well as release security in the form of export collections and
certain other assets.

Total debt at Minera Mexico stands today at slightly above $1
billion; it is further intended that this amount will be reduced
to approximately $800 million in the near future; a conservative
level on an international scale and thus allow the company to
continue its operation development and investment programs and
strengthen its debt to capital structure inclusive of low
commodity price cycles.

With this facility, Grupo Mexico achieves its stated objective
to improve the financial profile of its subsidiaries and, in
particular, Minera Mexico not only improves its financial cost,
debt profile and achieves a more sold capital structure, but
also achieves this important objective prior to the execution of
the merger agreement between SPCC and MM.

Minera Mexico thus positions itself with an exceptionally solid
"stand-alone" capital structure that will improve the already
broad and important benefits derived from the potential merger
of this company into Southern Peru Copper Corporation.

CONTACT:  GRUPO MEXICO S.A. DE C.V.
          Avenida Baja California 200,
          Colonia Roma Sur
          06760 Mexico, D.F., Mexico
          Phone: +52-55-5264-7775
          Fax: +52-55-5264-7769
          Home Page: http://www.gmexico.com
          Contacts:
          Germ n Larrea Mota-Velasco, Chairman and CEO
          Xavier Garca de Quevedo Topete, President and COO
          Alfredo Casar Perez, COO, Ferrocarril Mexicano
          Daniel Chavez Carren, COO, Industrial Minera Mexico
          Daniel Tellechea Salido, VP and Administration and
                                         Finance President


MEXICANA: Union Agrees to Wage Adjustment
-----------------------------------------
Local airline Mexicana de Aviacion will give a 3 percent salary
increase and a 2 percent increase to benefits for members of the
pilots union ASPA, reports El Economista. The adjustments will
cover a one-year period beginning October 31.

The union's acceptance of the wage terms will help strengthen
Mexico's airline industry, said Labor Secretary Carlos Abascal
during the signing of the agreement. Mexicana's director Emilio
Romano further commended the Union for agreeing to an increase
that would not be damaging to the carrier's financial health.


NII HOLDINGS: Completes Review of Nextel Bookkeeping Errors
-----------------------------------------------------------
NII Holdings, Inc. (NIHD) announced Wednesday that it has
completed its review of the previously disclosed bookkeeping
errors identified in two liability accounts at its Mexican
subsidiary. The Company identified these errors in connection
with its ongoing review of its internal accounts and records in
order to comply with the requirements of Section 404 of the
Sarbanes-Oxley Act of 2002. The errors are non-cash in nature
and do not impact revenues.

The Company has also reviewed and discussed these errors as well
as the required accounting treatment and disclosure with its
current and former auditors and, on a voluntary basis, with the
Securities and Exchange Commission. Based on these discussions,
the Company has determined that the impact of correcting the
cumulative amount of the errors to its third quarter 2004
reported net income would be material if the errors were
corrected in the third quarter. As a result, the Company will
amend its 2003 Annual Report on Form 10-K and its Quarterly
Reports on Form 10-Q for the first and second quarters of 2004
to restate its financial statements to correct the errors in the
periods in which they originated as soon as practical. The
errors resulted in a cumulative net understatement of
consolidated income before taxes of $3.4 million and a
cumulative net overstatement of consolidated operating income of
$2.1 million for the periods October 31, 2002 through June 30,
2004. The Company continues to expect to meet or exceed its
previously announced full year 2004 guidance. The Company
expects to file its Quarterly Report on Form 10-Q for the third
quarter of 2004 on a timely basis.

About NII Holdings, Inc.

NII Holdings, Inc., a publicly held company based in Reston,
Va., is a leading provider of mobile communications for business
customers in Latin America. NII Holdings, Inc. has operations in
Argentina, Brazil, Mexico and Peru, offering a fully integrated
wireless communications tool with digital cellular service,
text/numeric paging, wireless Internet access and International
Direct Connect(SM) , an extension of Direct Connect(SM), a radio
feature that allows Nextel subscribers to communicate instantly
and across national borders. NII Holdings, Inc. trades on the
Nasdaq market under the symbol NIHD.

Nextel, the Nextel logo, Nextel Online, Nextel Business Networks
and Nextel Direct Connect are trademarks and/or service marks of
Nextel Communications, Inc.

CONTACTS:  Investor Relations: Mr. Tim Perrott
           Phone: (703) 390-5113
           e-mail: tim.perrott@nii.com

           Media Relations: Ms. Claudia E. Restrepo
           Phone: (786) 251-7020
           e-mail: claudia.restrepo@nii.com

           Web site: http://www.nii.com


NII HOLDINGS: S&P Ups Nextel Ratings to CreditWatch Positive
------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on Reston,
Va.-based wireless service provider Nextel Communications Inc.,
including the 'BB+' corporate credit rating, on CreditWatch with
positive implications. Total operating lease-adjusted debt was
around $10.4 billion at Sept. 30, 2004.

The CreditWatch placement is based on continued solid operating
metrics as reflected in the third quarter, which include
industry-leading average revenue per user of about $69, industry
leading low churn of about 1.5%, continued momentum in contract
subscriber net additions, and EBITDA growth, which was driven by
year-over-year revenue growth of about 18% and stable EBITDA
margins of about 39%. The combination of EBITDA growth and some
debt reduction enabled operating lease-adjusted debt to
annualized EBITDA to improve to about 1.9x for the third quarter
of 2004, from about 2.2x for the previous quarter. Given
Nextel's competitive advantages of its differentiated push-to-
talk service and captive subscriber base, there is the potential
for further cash flow improvement.

Since August of this year, there has been good visibility that
Nextel will spend an aggregate of up to $3.3 billion over the
next three to four years. This will be used to cover the costs
of relocating some existing users of spectrum in the 800 MHz and
1.9 GHz bands, adjusting the company's own network, and making a
payment to the U.S. government that represents the difference
between the value of spectrum to be vacated by Nextel and
various credits allowed by the FCC in the transaction. However,
it has been far less clear as to the magnitude of that portion
of capital spending that will be used for network improvement.
This spending will likely be substantial, given that Nextel is
expected to install a new technology platform based on code
division multiple access (CDMA) or orthogonal frequency division
multiplexing (OFDM) to supplement its existing integrated
digital enhanced network (iDEN) platform developed exclusively
by Motorola.

"The current rating incorporates the lack of certainty on
aggregate capital spending needs, and the aforementioned
financial factors constrain the rating despite the company's
good business position," said Standard & Poor's credit analyst
Rosemarie Kalinowski. "Therefore, the potential for an upgrade
will hinge on Nextel's ability to sustain the pace of growth
shown in the third quarter, the magnitude of aggregate network-
related spending over the next three to four years, the ability
to finance this spending while maintaining financial parameters,
and a financial policy consistent with an investment-grade
rating."

PRIMARY CREDIT ANALYST: Rosemarie Kalinowski, New York (1) 212-
438-7841; rosemarie_kalinowski@standardandpoors.com


SANLUIS CORPORACION: Sales Up But EBITDA Lags
---------------------------------------------
SANLUIS Corporacion, S.A. de C.V. (BMV: SANLUIS), a Mexican
industrial group that manufactures auto parts (Suspension and
Brake components), reported Tuesday results for the three months
ended September 30, 2004.

HIGHLIGHTS:

- Sales were US$ 140.8 million in the third quarter of 2004, and
US$ 428 million for the first three quarters of the year.

- EBITDA (Earnings Before Interest, Taxes, Depreciation and
Amortization) in the last three months were US$ 12.7 million (9%
to sales), and US$ 44 million (10.3.% to sales) for the first
nine months of 2004.

- Compared to the third quarter of last year, sales increased
22.8 % while EBITDA decreased 9.9 %; comparing against the first
three quarters of 2003, sales increased 21.8 % and EBITDA
decreased 10.8 %.

Even with the extraordinary sales levels achieved in the first
nine months of 2004, SANLUIS consolidated results present a
lower operating income level due mainly to the impact generated
by the severe increase in the international price of steel and
steel scrap (+51% and +24% respectively, for the last nine
months).

For the first three quarters of 2004, sales in the Suspension
Group (77% of total volume) were 30% above the previous year
levels, with all product lines having important increases in
Dollar terms (Leaf Springs: +28%, Coil Springs: +50%, and
Torsion Bars: +26%).

In the Brake Group (23% of total volume), sales posted an
increase of 1%, but with a more profitable product mix due to a
larger percentage of high value added brake assemblies.

The Consolidated Operating Margin (EBITDA/Sales) for the first
nine months of this year is four percentage points lower than
the one achieved in the same period of last year (10% vs. 14%),
due to the larger cost of steel that specially affected our
NAFTA related Suspension business (63% of consolidated sales),
whereas our Brazilian Suspension operations  (14% of sales)
reported increased EBITDAs due to the ease with which in such
market cost increases can be passed-through to customers in the
form of higher sales prices.

In the Brake Group (23% of sales), the EBITDA level is similar
to the 2003 figure due to a richer product mix and important
improvements in productivity that have compensated the higher
steel scrap prices (24% higher than 2003) and electricity costs.
In general, the cost increase in steel, our major raw material
(representing 55% of our direct cost base), has not been fully
compensated in spite of the excellent sales volume achieved in
the NAFTA region; however, larger volumes in high value added
assemblies, lower fixed manufacturing costs and improved
productivity levels at our production facilities will help us to
achieve in the mid-term the profitability levels of recent
years.

In the Income Statement, the lower EBITDA level and the Exchange
Losses recorded due to the Mexican peso devaluation against the
US Dollar (based on our net liability position in foreign
currency), have been fully compensated by the Monetary Gains in
our net monetary liability position and by the important gains
realized on the repurchase of SANLUIS un-restructured debt at a
discount against its face value, producing at the end a Net Loss
for the first nine months of 2004 of US$ 1.1 million, which
favorably compares to the US$ 15.2 million  loss reported a year
earlier.

From September 2003 to September 2004 the company reduced its
outstanding debt in US$ 41.8 million through debt repurchases at
a discount to face value and scheduled amortizations on its
operating company bank debt. In July, the Brake Group pre-paid
its then existing bank debt through a new US$ 25 million loan
under improved conditions in terms of reduced cost, extended
maturities and improved flexibility.

Higher sales caused additional working capital requirements in
addition to a temporary increase in inventories as a result of
the scarcity in steel availability and the start up of new
products, these effects were partially compensated by additional
supplier financing. In terms of cash flow generation, and in
spite of the lower EBITDA recorded and the additional working
capital requirements, the company was able to increase its
available cash and marketable securities at the end of the
quarter by 56% compared to the same period of 2003.

SANLUIS Rassii

SANLUIS Rassini produces Suspensions and Brake components for
the global automotive industry, with a focus on Original
Equipment Manufacturers (OEMs).

Suspension products include Leaf Springs (parabolic and multi-
leaf), Coil Springs, Torsion Bars, Bushings, and Stabilizer
Bars.

The Brake Group produces Drums and Rotors.

SANLUIS Rassini has an 89.6% share of the NAFTA market (U.S.,
Mexico and Canada) for light truck suspensions. Its solid and
diversified client base includes General Motors, Ford Motor
Company, DaimlerChrysler, Nissan, Volkswagen and Toyota. In the
Brake division, SANLUIS Rassini has a 12% market share in the
light truck and automobile segment of the U.S. and Canadian
markets.

To view financial statements:
http://bankrupt.com/misc/Doc19.doc

CONTACT: Mr. Antonio Olivo
         SANLUIS Corporacion, S.A. de C.V.
         Phone: (525) 5 229-58-44
         Fax: (525) 5 202-66-04
         e-mail: aolivo@sanluiscorp.com.mx
         Web Site: www.sanluiscorp.com



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

NUEVO CONTINENTE: Pilots Ink JV With US Firm to Prevent Collapse
----------------------------------------------------------------
Pilots of Peruvian airline Nuevo Continente have agreed to form
a US$20 million joint venture with a U.S. company as part of an
effort to ward off an impending collapse of the ailing carrier.

According to Reuters, the deal with Dream Sport Foundation
foresees an initial injection of US$700,000.

"With this initial injection of $700,000, we will be able to
restart our operations," said Captain Felipe Caballero,
president of the pilots' association.

With the new deal, ownership of Nuevo Continente will be
transferred for the third time in as many months, this time to
its pilots' association.

Nuevo Continente, formerly known as Aero Continente, had been
flying nine international and 18 domestic routes before June
this year, when the U.S. government branded founder Fernando
Zevallos a drug "kingpin" and slapped the airline with sanctions
that forced it to slash routes and prevented it from getting
spare parts.

Nuevo Continente was grounded by Peruvian authorities for nearly
two weeks in July after failing, because of the U.S. sanctions,
to renew full insurance cover. It overcame that after selling
the company to employees and changing its name. It was later
transferred to another set of new managers who were planning a
restructuring and job cuts.



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

CANTV: Mobile Growth Grows Revenues 14.6% in 3Q04
-------------------------------------------------
HIGHLIGHTS

- Third quarter 2004 revenues increased 14.6% to Bs. 1,040.3
billion compared to third quarter 2003, driven primarily by
strong mobile revenue growth.

- Fixed access line net additions of 75 thousand during third
quarter marked the fifth consecutive quarter of growth in fixed
telephony. The strong sequential subscriber growth was driven by
residential prepaid and ABA (ADSL) sales. Year-over-year access
line growth was a healthy 9.8%.

- Our ABA (ADSL) customer base reflected sequential and year-
over year growth of 22.1% and 90.4%, respectively. Third quarter
ABA (ADSL) net additions were the highest posted since the
product launch, exceeding last quarter record.

- Our program to accelerate the TDMA to CDMA-1X network
migration effort resulted in a 74 thousand sequential decline in
mobile customers. This decline affected mainly the low end of
our subscriber base as demonstrated by a mobile ARPU and revenue
increase.

- Internet service posted again its highest net additions in the
last two years and ended the quarter with 325 thousand
subscribers.

- EBITDA grew 2.5% compared to third quarter 2003.

- The Company realized net income of Bs. 114.5 billion versus a
net loss of Bs. 29.3 billion reported in the third quarter of
2003.

- Free cash flow amounted to Bs. 709.9 billion during the first
nine months of the year, 21.8% lower when compared to the same
period in 2003. The decline reflects higher investment levels
which are in line with current market opportunities.

REVENUE ANALYSIS

Mobile revenue growth continued to drive third quarter total
consolidated operating revenues with a year-over year increase
of Bs. 132.5 billion (14.6%). Operating revenues totaled Bs.
1,040.3 billion during third quarter 2004.

Quarter-over-quarter revenue growth was the net result of 52.9%,
14.1% and 2.6% increases in mobile, Internet and fixed incoming
revenues, respectively. Compared to third quarter 2003, mobile
revenues, as a percent of total revenues, increased from 24.1%
to 32.2% in 3Q04.

Fixed

Access Lines:

Total lines in service increased by 9.8% on a year-over-year
basis and exceeded 2.9 million as of September 30, 2004. Over 75
thousand net additions were posted during the third quarter,
marking it the fifth consecutive quarter of subscriber growth
(see Figure 3). The third quarter's net additions breakdown was
as follows: 58.0% residential, 30.6% ADSL lines, and 10.2% non-
residential.

Our fixed line prepaid product continues to drive our
residential line increase with third quarter net additions of
71,183 lines.

Approximately 14% of those additions were generated by the
Company's fixed wireless telephony service, "CANTV Listo", our
primary initiative for capturing customers in underserved areas.

Our fixed wireless service was launched in March 2003 and, by
the end of September 2004, it accounted for 132,421 customers,
of which 112,637 thousand were prepaid.

ADSL lines also delivered strong growth, with a 90.4% year-over-
year increase. As of September 2004, our ADSL installed customer
base totaled 127,105 lines. The 22,984 ADSL net additions
achieved during the third quarter of 2004 marked a new high for
this service and more than tripled the net additions posted
during the third quarter of 2003. A higher number of available
ports combined with increased distribution agents, enhanced
commercial offers including modem financing programs, and free
installation assistance all drove the ADSL sales momentum.

Local Service Revenues:

Local service revenues totaled Bs. 226.9 billion during the
third quarter of 2004 and represented 21.8% of total revenues.
This represents an 11.6% decline (Bs. 29.9 billion) from the
revenues reported during the same period of the previous year.
The 15.6% drop (Bs. 22.6 billion) in monthly recurring charges
revenues (see Figure 4) is attributable to a 14.8% and 8.3%
respective weighted average rate reduction in residential and
nonresidential postpaid monthly recurring charges as well as a
6.2% decrease in residential postpaid lines. These declines were
partially offset by a 3.5% increase in non-residential lines.
The 23.8% decrease in installation revenues was primarily
attributable to a decrease in the number of installations
charged as compared to the same period in 2003. Local usage
revenues decreased 5.3% due to a 12.4% decrease in the weighted
average tariff, partially offset by an 8.0% increase in traffic.

Local service revenue continues to reflect the decrease in
residential tariffs in real terms. The failure by CONATEL to
approve residential tariff increases has resulted in a decrease
in real terms in the weighted average rate and average usage
tariffs of the residential monthly recurring charge of 14.8% and
19.1%, respectively. Residential revenues accounted for 50.9% of
total third quarter 2004 local services revenues compared to the
53.0% posted in third quarter 2003. Negotiations on tariffs for
other services have not yet been initiated. The lag of tariff
increases for the nonresidential segment is not as severe with
smaller weighted average decreases in real terms of 8.3% in the
monthly recurring charge and 7.6% in the local use tariff.
Public telephony is the only segment reflecting a tariff
recovery in 2004 with a 13.6% increase in real terms.

Unbundled (billed) minutes, which accounted for 78.8% of total
local traffic, increased 8.0% during the third quarter 2004
compared to the same period in 2003. As shown in Figure 5, an
18.2% increase in residential traffic was partially offset by a
1.0% reduction in non-residential volumes and an 18.1% decrease
in public telephony traffic. The 18.2% increase in residential
unbundled minutes which is attributable to the 9.8% increase in
new lines combined with an 8.3% increase in minutes of use per
line. The increased usage was driven by new prepaid subscribers
with higher usage patterns and the impact from our dial-up
Internet offer called "CANTV Familiar" introduced in late May
2004. Total unbundled minutes for the non-residential segment
decreased by 8 million, driven by a 4.4% reduction in minutes of
use per line. The usage decline reflects our customers' reaction
to non-residential nominal tariff increases.

Public telephony continues to be affected by direct competition,
mobile substitution and the informal rental of fixed wireless
phones and mobile handsets. The Company has implemented a number
of market initiatives through our Telecommunication Centers and
the Company's "UN1CA" prepaid calling card, which through the
implementation of magnetic band cards will produce substantial
cost savings, enhance the flexibility to introduce new products
and promotions, and improve control over card usage.

Domestic Long Distance Revenues:

An 8.3% decrease in the average tariff drove a Bs. 2.3 billion
(2.9%) decrease in third quarter 2004 DLD revenues compared to
third quarter 2003 revenues, despite the 5.6% increase in
unbundled Domestic Long Distance (DLD) traffic.

The 6.2% decrease in unbundled revenues was primarily driven by
a decline in residential and non-residential tariffs (9.1% on
average approximately) as well as lower public telephony
results.

Usage increase in both segments came as a response to increased
advertising campaigns designed to stimulate DLD usage. An 18.8%
increase in residential unbundled minutes was more than offset
by a 17.1% reduction in the weighted average tariff resulting in
a 1.0% decrease in unbundled residential revenues, for a total
of Bs. 17.1. Similarly, a 7.0% increase in total minutes offset
by a 10.2% reduction in the weighted average tariff, resulted in
a 9.8% decrease in unbundled non-residential revenues totaling
Bs. 32.6 billion. A 12.1% increase in public telephony weighted
average real tariff was offset by a 13.8% reduction in traffic.

Bundled DLD revenues generated by the Company's "Noches y Fines
de Semana Libres" plan, increased 17.1% on a year-over-year
basis to Bs. 12.9 billion. A 53% increase in the weighted
average real tariff was partially offset by a 38,292 (20.6%)
decrease in subscribers from September 2003, reflect a traffic
migration from the bundled offer to unbundled usage, mainly due
to the 2004 tariff increase in the Company's "Noches y Fines de
Semana Libres" flat rate plans. As of August 2004, CANTV
launched a new residential DLD plan, called "Plan Nacional
3000", which includes 3,000 seconds for a monthly payment of Bs.
5,900 and a special rate of Bs. 26 per additional second. The
traffic generated from this plan is accounted for as unbundled
minutes at a reduced tariff.

International Long Distance Revenues:

Third quarter 2004 total International Long Distance (ILD)
revenues of Bs. 28.1 billion (2.7% of total revenues) reflect a
Bs. 5.5 billion (16.4%) reduction on a year-over year basis. A
Bs. 1.1 billion increase in ILD outgoing revenues was offset by
a Bs. 6.6 billion decrease in net settlement revenues.

ILD outgoing revenues reflect a 24.5% increase in traffic that
was partially offset by a 12.7% reduction in the weighted
average tariff. Discounted prepaid cards offered by third
parties continue to pose competitive pressures for CANTV.

The reduced ILD weighted average prices reflect our discounted
offers for preferred call destinations. These offers are
designed to respond to the increasingly competitive
international long distance services market. Net settlement
revenues decreased Bs. 6.6 billions on a year-over-year basis.
Given the greater growth in outgoing traffic versus incoming
traffic, there was a change in the net balance. This resulted in
a negative 2 million minutes in third quarter 2004 as compared
to the positive 2 million minutes posted in third quarter 2003.

Interconnection Revenues (Fixed to Mobile and Incoming):

Interconnection revenues totaled Bs. 192.0 billion (18.5% of
total revenues) during the third quarter of 2004, 6.9% higher
than what was reported in third quarter 2003. As detailed in
Figure 8, a 63.7% increase in incoming revenues was the primary
driver.

Respective traffic increases in all three services (outgoing
local, DLD and incoming) of 10.7%, 11.5% and 50.5%, were offset
by real rates reductions of 10.5%, 12.0% and 12.0%.

On July 20h, 2004, CONATEL approved new tariffs for fixed to
mobile calls. The weighted average tariff increase is
approximately 7%. The new prices became effective on August 4th,
2004.

Growth in incoming traffic was generated by an increase in other
operators' fixed subscriber base, international long distance
calls received by other local operators terminating in our
network, and growth in mobile to fixed traffic.

Data Revenues:

Data transmission revenue totaled Bs. 102.2 billion (9.8% of
total revenues), an increase of Bs. 19.7 billion (23.9%) on a
year-over-year basis, due to an Bs. 8.8 billion (80.4%) increase
in ABA (ADSL) revenue and a 13% increase in the weighted average
price for private circuits. Additionally, data transmission
services provided for the presidential referendum process were
recorded during the third quarter 2004.

ABA (ADSL) subscribers totaled 127 thousand, a 90.4% increase on
a year-over-year basis. Third quarter 2004 net subscriber
additions were the highest posted since the service was launched
in 2000.

Our new ABA (ADSL) value added product, "Boton Turbo", was
introduced in September 2004. This innovative service allows
residential and non-residential customers to temporarily
increase their broadband connection speed.

Mobile:

Mobile business continues to be the major revenue growth driver
for the Company. Third quarter mobile revenues totaled Bs. 335.1
billion (32.2% of total revenues), a 52.9% increase over third
quarter 2003 revenues, driven by a higher subscriber base,
higher average revenue per user (ARPU), and equipment sales.

Subscribers:

As of September 2004, Movilnet's subscriber base reached
2,746,775, which reflects an 11.9% increase on a year-over-year
basis. The subscriber base is composed of 214,887 postpaid and
2,531,888 prepaid customers.

Although Movilnet's postpaid subscriber number increased
sequentially this quarter by more than 6,000, prepaid
subscribers decreased by almost 80,000 as a result of our
commercial action aimed at facilitating the migration of TDMA
lines to our CDMA-1X network. In June 2004 the Company
implemented a differentiated activation fee of Bs. 80,000 and
Bs. 40,000 for TDMA and CDMA lines, respectively. This plan has
four objectives: (i) to discourage TDMA activations and
accelerate the adoption of CDMA-1X technology (a 40% increase in
our CDMA line activations was realized this quarter); (ii) to
reduce churn by creating an incentive for our current customers
to retain their lines and migrate to the new technology; (iii)
to optimize the spectrum use and reduce operating costs; and
(iv) enhance our ability to generate new value-added services
revenues.

Two plans continue to be very popular with our customers. The
"Pegate con Mas" plan, launched in November 2002, offers our
subscribers additional bundled minutes and lower prepaid rates
per minute. The "Pegate Dur�simo" plan, launched in August 2003,
offers airtime measured in seconds, free SMS and voice messaging
service at a flat rate.

Our most popular plan among the young prepaid segment is
"Rumbear" which was launched in April 2004. This plan includes
5,000 bundled seconds to calls made to CANTV and Movilnet lines
as well as 50 SMS and voicemails for a flat fee. Additional
seconds, messages, voicemails, and calls to other operators are
charged separately at a premium rate. As of September 30, 2004,
Rumbear had 334 thousand subscribers.

Among the new products and promotions offered during the third
quarter were: (i) "Celular Virtual" service (12,300 subscribers)
which provides mobile voicemail service to persons without a
handset. Each customer can receive messages and access them from
either fixed or mobile lines. After the customer reaches 600
minutes of usage, the Company will award with free mobile
handset; (ii) "Tu Factura CANTV Vale Credito" promotion, which
allows residential fixed customers to buy a mobile handset in
four monthly payments billed via their fixed phone bill; and
(iii) "Regreso a Clases" promotion, where current and new
subscribers buying CDMA cellular handsets will be eligible to
win prizes.

Usage and ARPUs:

Total third quarter 2004 minutes of use (outgoing and incoming)
reached 701 million, a 20.4% increase when compared to third
quarter 2003. Of the total minutes, outgoing minutes of use
accounted for 605 million while incoming accounted for 96
million minutes (see Figure 10).

Within the outgoing minutes, total bundled postpaid minutes
increased 44.2% when compared to previous year's third quarter.
Postpaid customers' bundled minutes accounted for 58.2% of third
quarter 2004 volumes, compared to 52.9% during the third quarter
of 2003. This is largely due to higher outgoing minutes
generated by our "Pegate con Mas" postpaid customers.

Prepaid customers' billed minutes totaled 321 million, a 12.2%
increase over third quarter 2003. This increase is mainly
attributable to the continued success of our two main commercial
plans ("Pegate con Mas" and "Pegate Dur�simo").

Mobile nominal list prices increased during third quarter 2004
by an average of 8%. On a year-over-year comparison, list prices
grew 46.8%, which equates to a 26.0% increase in real terms.

During third quarter 2004, higher ARPUs were achieved in both
subscriber segments. Postpaid and prepaid ARPUs reached Bs.
150,962 and Bs. 33,799, respectively, compared to Bs. 140,191
and Bs. 27,307 in the third quarter 2003. Blended ARPU
registered a 19.1% growth, reaching Bs.42, 909 compared to Bs.
36,025 registered in third quarter 2003.

During third quarter 2004, SMS revenue was Bs. 54.5 billion, a
48.3% increase when compared to third quarter 2003. Over 1
billion messages were sent by our customers in the third
quarter.

In July 2004, Movilnet launched a new innovative service that
allows our mobile subscribers to send SMS messages to CANTV's
fixed line customers. SMS represented 16.2% of the Company's
total third quarter mobile revenues.

Equipment sales were an important component of wireless revenue
growth. In comparison to the third quarter of 2003, Movilnet
sold a total of 184,472 handsets (387.9% increase over third
quarter 2003), representing Bs. 41.1 billion during third
quarter 2004 (Bs. 32.3 billion increase over third quarter
2003).

Exchange controls have brought about two significant changes in
our handset business: the increased participation of Movilnet as
a direct handset distributor, and the reduction of subsidies in
handset sales.

Internet revenues totaled Bs. 25.2 billion (2.4% of total
revenues), 14.1% higher than the previous year's third quarter
results of Bs. 22.1 billion. This increase was driven by strong
growth in our subscriber base of 48.7%. Internet service posted
42,900 net additions in the third quarter of 2004.

This represents the highest quarterly net additions experienced
over the last two years and brings our customer base to 325
thousand. The third quarter momentum was mainly due to the
Company's continued market expansion programs, most notably
being our alliances with educational centers that promote
Internet usage. In March 2004, as a part of an Internet market
promotion strategy, the Company launched "Mi Primer PC" program.
This program seeks to facilitate customers' acquisition of
personal computers together with our Cantv.Net services through
an attractive financing offer. Additionally, in May 2004, the
Company launched the "Internet Tamano Familiar" promotion, which
provides the first three (3) months of service free of charge
and allows the activation of up to 5 independent users under the
same Internet dial-up account.

The Bs. 3.8 billion third quarter decline in other services'
year-over-year was mainly attributable (approximately Bs. 3.6
billion) to a change in the negotiation of certain other
services that are now recorded as data revenues.

MARGIN AND EXPENSE ANALYSIS

Third quarter EBITDA increased 2.5% to Bs. 339.9 billion from
Bs. 331.6 billion in the prior year. As a percentage of
revenues, however, this reflected a 400 basis point margin
decrease. The margin decline was driven by a 21.6% increase in
cash operating expenses partially offset by a 14.6% revenue
increase.

The EBITDA increase, together with the 32.9% reduction in
depreciation and amortization and 79.1% reduction in other
expenses, net compared to the third quarter of 2003, generated
a third quarter net income of Bs. 114.5 billion versus the Bs.
29.3 billion net loss reported in the third quarter of 2003.

During 2004, the implementation of fixed wireless, broadband and
Internet commercial programs has driven an increase in the sale
of terminal equipment at various levels of subsidy. In addition,
the exchange control regime has prompted the Company to assume a
primary role in the distribution of mobile handsets, due to the
difficulties that distributors have had in accessing foreign
exchange. Although revenues and EBITDA increased, the two
conditions described above resulted in an increase from Bs. 8.2
billion of negative impact on EBITDA (-1% of revenues) in the
third quarter 2003 to a negative impact of Bs.21.0 billion (-4%
of revenues) in the same quarter 2004.

Total Operating Expenses

Third quarter 2004 total operating expenses increased by Bs.
24.2 billion or 2.7% to Bs. 904.4 billion when compared to the
third quarter 2003, reflecting a Bs. 124.2 billion or 21.6%
increase in cash operating expenses, partially offset by a Bs.
100.0 billion or 32.9% reduction in depreciation and
amortization expenses.

The increase in operating expenses resulted mainly from a Bs.
50.9 billion increase in cost of sales, primarily due to higher
handset sales generated by mobile promotions. Also contributing
to this increase were higher contractor expenses of Bs. 31.9
billion mainly from the services associated with the
presidential referendum process, and miscellaneous expenses,
primarily due to Bs. 8.0 billion in higher commissions paid to
authorized agents and Bs. 10.8 billion in Telecommunication
Centers' costs previously recorded as a deduction of operating
revenues. These Telecommunication Centers costs were 6.7% higher
than last year's third quarter cost that was deducted from the
corresponding revenue line. Additionally, concession and other
taxes increased by Bs. 21.0 billion from the third quarter 2003,
due to a one-time 2003 adjustment that recognized a Bs. 20.0
billion expense reduction attributable to a change in the
wireless interconnection revenue tax base.

Interconnection costs increased Bs. 7.9 billion, or 8.5%, due to
a 12.4% volume increase, partially offset by a 2.8% reduction of
average real rates.

The decrease in depreciation and amortization expenses resulted
from certain wireline network assets reaching the end of their
useful lives, as well as a lower CAPEX level in 2003.

Other Expense, net and Taxes

Other expense, net of Bs. 9.2 billion was recorded in the third
quarter 2004 compared to Bs. 43.9 billion in the third quarter
2003, a Bs. 34.8 billion decrease. During the third quarter of
2003, the Company recorded a Bs. 44.5 billion loss from the sale
of Venezuelan Government Bonds denominated in US dollars that
had been acquired in August 2003 and then settled in September
2003 at an average discount of 31%. Interest income decreased by
49.1% due to lower average interest rates. Third quarter
interest expense decreased by 60.8% due to a net debt reduction
of Bs. 246.6 billion when compared to the third quarter of 2003.
An exchange gain of Bs. 0.7 billion was recorded in the third
quarter 2004 compared to an exchange loss of Bs. 7.9 billion
during the same quarter in 2003 due to the devaluation of the
Japanese yen against the Bolivar. Loss from net monetary
position decreased 29.0% as a result of holding a lower average
net monetary asset position.

The income tax provision recorded in the third quarter 2004
decreased by Bs. 0.6 billion, or 4.5% to Bs. 12.6 billion
compared to the same period a year ago.

CASH FLOW ANALYSIS

Free cash flow for the nine-month period ended September 30,
2004 totaled Bs. 709.9 billion, 21.8% lower when compared to the
same period of 2003. While cash earnings (net income or loss
adjusted for non cash items) increased by Bs. 113.2 billion, a
Bs. 224.5 billion increase in CAPEX combined with a Bs. 86.9
billion decrease in the net balance of current and non-current
assets and liabilities resulted in the Bs. 198.2 billion year-
over-year reduction in FCF.

Financing cash uses totaled Bs. 678.3 billion and reflects the
payment of Yankee Bonds and other debt as well as Bs. 454.2
billion of dividends paid.

The Company's net cash position totaled Bs. 585.1 billion as of
September 30, 2004, compared to Bs. 376.1 billion as of December
31, 2003.

CAPEX

CAPEX for the nine-month period ended September 30, 2004 totaled
Bs. 324.2 billion, a substantial increase of Bs. 224.5 billion
over same period of 2003, where CAPEX was recorded at Bs. 99.7
billion.

Capital investments during the nine-month period ended September
30, 2004 reflects the Company's decision to take advantage of
favorable investment conditions, and included: i) the expansion
of our CDMA-1X network footprint to support expected demand for
mobile and fixed wireless services; ii) backbone and data
network deployment to sustain the growth in our ABA (ADSL) and
other data product lines; and iii) the integration and
transformation of the Company's information systems. The latter
will provide the necessary system functionality to support the
Company's projected service offerings and improve operating
performance. 2003 CAPEX levels generally reflected our
conservative approach towards investment given Venezuela's then
second year of economic and market contractions.

Debt Payments

During the nine-month period ended September 30, 2004, CANTV
made debt payments totaling Bs. 223.8 billion, a Bs. 111.7
billion increase when compared to the same period in 2003. These
payments included Bs. 172.6 billion (US$100 million) for Yankee
Bonds, Bs. 26.2 billion (US$14.7 million) for the IFC loans, as
well as Bs. 18.3 billion (�1,081 million) for Eximbank and other
local banks loans. Debt balances decreased to Bs. 212.9 billion
as of September 30, 2004, a Bs. 246.6 billion reduction from
September 2003. As a percentage of Equity, total debt decreased
from 10.4% as of December 31, 2003 to 5.3% as of September 30,
2004.

Dividends

During the nine-month period ended September 30, 2004, the
Company made dividend payments of Bs. 454.2 billion compared to
Bs. 413.3 billion in the same period of 2003. The 2004 payment
included a Bs. 550 ordinary dividend per share declared on March
2004, and the 2003 payment including the Bs. 165 per share
extraordinary dividend, the first portion of Bs. 140 per share
ordinary dividend declared in December 2002 and the second
portion of Bs. 71 per share ordinary dividend declared in March
2003.

OTHER DEVELOPMENTS

Exchange Controls

The exchange control regime that was established by the
Government on January 21, 2003, remains in effect. At its'
outset, the exchange rate was fixed at Bs. 1,600 per US$1 and
then adjusted to Bs. 1,920 per US$1 on February 6, 2004.

The Company has received approvals from the Government's Foreign
Currency Administration Commission (CADIVI) to acquire US$342.5
million since the implementation of the exchange controls, for
payments for foreign goods and services (US$196.6 million) and
interest and debt payments (US$145.9 million). During the third
quarter of 2004, the Company received approvals from CADIVI to
acquire US$52.3 million for payments of foreign goods and
services and US$6.6 million for interest and debt payments.

As of September 30, 2004, CADIVI had approved US$318.8 million
since the implementation of the exchange controls for the
conversion of Bolivars to US dollars for repatriation of
dividends.

Issuance of Commercial Paper

On September 30, 2004, the Venezuelan Securities Commission
(CNV) approved the issuance of commercial paper by CANTV for up
to Bs. 80 billion, that had been approved in a Shareholders
meeting held on March 31, 2004. According to the Venezuelan
Capital Markets Law, the Company is required to issue at least
10% of the approved maximum amount within 90 days following the
Commission's approval.

Sale of Investment in New Skies Satellites N.V. and Intelsat In
July 2004, CANTV's Board of Directors approved the favorable
vote of CANTV as a shareholder of News Skies Satellites N.V.
(NSK), with an ownership of 1.442%, to the sale of the assets
and liabilities of NSK. Currently, the sale is being subject to
the required regulatory approvals and is expected to be
completed by late 2004 or early 2005, at which time the proceeds
are expected to be received.

In September 2004, CANTV's Board of Directors also approved the
favorable vote of CANTV as a shareholder of International
Satellite Telecommunications Organization (INTELSAT), with an
ownership of 1.119%, to the sale of assets and liabilities of
INTELSAT to Zeus Holding Ltd. On October 20, 2004, the sale was
approved at the INTELSAT general annual shareholders meeting.
Final closing and collection of sale proceeds will take place
upon regulatory approvals which is expected by the end of the
year.

The investment in NSK and INTELSAT are classified as available-
for-sale in CANTV's books and the changes over their fair market
value and translation adjustments are recorded in a separate
Equity account until actual disposition occurs, when they will
be recognized in the Company's results.

COMPANY PROFILE

CANTV, a Venezuelan corporation, is the leading Venezuelan
telecommunications services provider with approximately 2.9
million access lines in service, 2.7 million cellular
subscribers and 325 thousand Internet subscribers as of
September 30, 2004.

The Company's principal strategic shareholder is a wholly owned
subsidiary of Verizon Communications Inc. with 28.5% of the
capital stock. Other major shareholders include the Venezuelan
Government with 6.6% of the capital stock (Class B Shares),
employees, retirees and employee trusts which own 7.4% (Class C
Shares) and Telefonica de Espana, S.A. with 6.9%. Public
shareholders hold the remaining 50.6% of the capital stock.

To view financial statements:
http://bankrupt.com/misc/Cantv3Q04.pdf

CONTACTS: CANTV Investor Relations
          Phone: +011 58 212 500-1831 (Master)
          Fax: +011 58 212 500-1828
          e-mail: invest@cantv.com.ve

          The Global Consulting Group
          Ms. Lauren Puffer
          Phone: 646 284-9426 (US)
          e-mail: lpuffer@hfgcg.com




                            ***********


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

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

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