TCRLA_Public/041103.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

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

          Wednesday, November 3, 2004, Vol. 5, Issue 218

                            Headlines


A N T I G U A   &   B A R B U D A

LIAT: Mulls Cutting Commission to Travel Agents


A R G E N T I N A

AUTOMOTORES PUERTO NUEVO: Court OKs Creditor's Bankruptcy Call
BAYON Y ASOCIADOS: Court Approves Creditor's Bankruptcy Motion
CABILDO SOLEADO: Court Designates Trustee For Bankruptcy
CENTRO EDUCATIVO: Court Orders Liquidation
CRESUD: Reports Shareholders' Resolutions

DISCO: Ahold Transfers Ownership of Shares to Cencosud
EDENOR: Commission Recommends Parent Sell Local Units
FE DE IMAGENES: Initiates Bankruptcy Proceedings
FUNDACION INSTITUTO: Judge Approves Bankruptcy Plea
IRSA: Files Summary of Agreements

MAUREVIL S.A.C.I.: Liquidates Assets to Pay Debts
METAL MUNDO S.A.: Reports Submission Set
NICE FRUIT S.A.: Begins Liquidation Proceedings
PARADISUS S.A.: Enters Bankruptcy on Court Orders
RURALNET S.A.: Court Declares Company Bankrupt

SAYI S.A.: Court Grants Reorganization Plea
SOCIEDAD COMERCIALIZADORA: Gets Green Light to Reorganize
VILLAMAR S.A.: Court Favors Creditor's Bankruptcy Petition
* ARGENTINA: Presents Final Details of Debt Exchange to SEC
* ARGENTINA: N.Y. Law Firm Files Motion to Block Debt Exchange


B E R M U D A

FOSTER WHEELER: Calculates Number of Shares for Warrant Exercise
LORAL SPACE: To Start Intelsat Americas-9 (IA-9) Construction
MAGUS ASSET: Proceeds To Wind-Up Operations
TH LEE PUTNAM: Appoints Robin Mayor as Liquidator


B R A Z I L

CEMIG: Posts Net Income of BRL935Mln in 1st Nine Months of 2004


C H I L E

SCL TERMINAL: Moody's Ups Underlying Rating


C O L O M B I A

PAZ DEL RIO: Higher Sales Lead to Bigger Profits


J A M A I C A

KAISER ALUMINUM: Jamaican Subsidiaries File Liquidation Plan


M E X I C O

AEROMEXICO/MEXICANA: AMHM Head Opposes Sale to Foreign Firm
MINERA MEXICO: Fitch Withdraws Ratings for SENs


P E R U

PAN AMERICAN SILVER: Revenue More than Doubles Year-on-Year

     -  -  -  -  -  -  -  -

=================================
A N T I G U A   &   B A R B U D A
=================================

LIAT: Mulls Cutting Commission to Travel Agents
-----------------------------------------------
Antigua-based carrier LIAT is considering the possibility of
slashing its commission to travel agencies this week from nine
per cent to six per cent, the Barbados Daily Nation reports,
citing sales and services manager Oliver Haywood.

"LIAT is aligning itself with the standard set by most of the
other air carriers - BWIA, BA and American Airlines - to move to
the six per cent commission level. However, we are looking at
introducing an over-ride commission system in which targets will
be set for agents, and once they achieve their targets or
surpass them in some cases, the over-ride commission would kick
in. Under this arrangement, it will be possible for agents to
get the commission back up to nine per cent."

Haywood assured travel agents that LIAT was in the process of
discussing the cut with them to make a final determination on
the date of introduction.

The news about the planned commission cuts follows reports that
millions of dollars in debt, and a lack of equity capital by
shareholders could force LIAT out of the sky.

LIAT's Chief Executive Officer Garry Cullen recently revealed
that the airline needs XCD50-million injection to ensure its
survival.



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

AUTOMOTORES PUERTO NUEVO: Court OKs Creditor's Bankruptcy Call
--------------------------------------------------------------
Automotores Puerto Nuevo S.A. entered bankruptcy after Judge
Fernandez of Buenos Aires' civil and commercial Court no. 19
approved a bankruptcy motion filed by Cooperativa Concred de
Credito y Vivienda Limitada, reports La Nacion. The Company's
failure to pay US$$6,219 in debt prompted the creditor to file
the petition.

Working with Dr. Mazzoni, the city's Clerk no. 37, the Court
assigned Mr. Andres Landro 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 before February 23 next year.

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: Automotores Puerto Nuevo S.A.
         Cosquin 80 y Cesar Diaz 750
         Buenos Aires

         Mr. Andres Landro, Trustee
         Av. Raul Scalabrini Ortiz 215
         Buenos Aires


BAYON Y ASOCIADOS: Court Approves Creditor's Bankruptcy Motion
--------------------------------------------------------------
Judge Cirulli of Buenos Aires' civil and commercial Court no. 6
declared Bayon y Asociados de Publicidad S.A. bankrupt, says La
Nacion. The ruling comes in approval of the bankruptcy petition
filed by the Company's creditor, Banco Comafi S.A., for
nonpayment of US$116,779,10 in debt.

The Company's trustee, Mr. Luis Traverso, will examine and
authenticate creditors' claims until December 17. 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. Mendez Sarmiento, Clerk no. 12, assists the Court on the
case that will conclude with the liquidation of the Company's
assets.

CONTACT: Bayon y Asociados de Publicidad S.A.
         Avenida Callao 852
         Buenos Aires

         Mr. Luis Traverso, Trustee
         Avenida Corrientes 1820
         Buenos Aires


CABILDO SOLEADO: Court Designates Trustee For Bankruptcy
--------------------------------------------------------
Buenos Aires accountant Raul Jose Abella was assigned trustee
for the bankruptcy of local Cabildo Soleado S.R.L., relates
Infobae.

The trustee will verify creditors' claims until March 10 next
year, the source adds. After that, he will prepare the
individual reports, which are to be submitted in Court on May 3,
2005. The general report submission should follow on June 24,
2005.

Court no. 24 of the city's civil and commercial tribunal holds
jurisdiction over the Company's case. Clerk no. 17 assists the
Court with the proceedings.

CONTACT: Mr. Raul Jose Abella, Trustee
         Uruguay 660
         Buenos Aires


CENTRO EDUCATIVO: Court Orders Liquidation
------------------------------------------
Centro Educativo Ciudad de La Plata S.R.L. prepares to wind-up
its operations following the bankruptcy pronouncement issued by
Court no. 27 of La Plata's 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 reports that the Court appointed Mr. Alfredo Gambini as
trustee. He will be reviewing creditors' proofs of claims until
November 17. The verified claims will be the basis for the
individual reports to be presented for Court approval on
February 26, 2005. Afterwards, the trustee will also submit a
general report on April 12, 2005.

CONTACT: Centro Educativo Ciudad de La Plata S.R.L.
         Calle 60 Nro. 770/772
         La Plata

         Mr. Alfredo Gambini, Trustee
         Calle 47 Nro. 862
         La Plata


CRESUD: Reports Shareholders' Resolutions
-----------------------------------------
Cresud S.A.C.I.F. y A. informed the Bolsa de Comercio de Buenos
Aires and the Comision Nacional de Valores of the resolutions
passed during the Shareholders meeting held on October 22, 2004.
These are:

1. Appointment of two shareholders to approve and sign the
minutes of the meeting.

- It was unanimously agreed to appoint the agent of Mellon Bank
NA Omnibus and BBH c/For MTBJRE: MTBC4000035147 to approve and
sign the Minutes of the Meeting.

2. Consideration of the documentation as set forth by section
234 subsection 1 of law 19550, pertinent to fiscal year ended as
at 06/30/2004

- It was unanimously agreed to omit the reading of the
documentation being analyzed, which was approved as was
submitted to the shareholders.

3. Consideration of the board's performance.

- The Board's performance during the fiscal year under
consideration was unanimously approved.

4. Consideration of supervisory committee's performance

- The Supervisory Committee's performance during the fiscal year
under consideration was unanimously approved.

5. Analysis and consideration of the purpose of the profit/loss
of the fiscal year ended as at 06/30/04, which posted profits of
$ 32,103,022.

- It was unanimously agreed to distribute one dividend in cash
amounting to $ 3,000,000, prior 5% deduction as Statutory
Reserve. The remaining amount shall be stated under "Retained
Earnings".

6. Consideration of the board's implemented decisions regarding
the tax on personal assets of the shareholders, in its capacity
of substitute taxpayer

- The decisions carried out by the Board regarding the tax on
personal assets of the shareholders was unanimously approved as
well as the absorption of said tax by the corporation.

7. Consideration of the board's remuneration amounting to $
2,383,135 pertinent to fiscal year ended as at 06/30/04 (total
remuneration), exceeding by $ 739,085 the limit fixed at 5% of
earnings as set forth by section 261 of law 19550 and by the
rules and regulations of the securities and exchange commission
before the proposal of non-distribution of dividends.

- The Board's remuneration amounting to $ 2,383,135 pertinent to
fiscal year ended as at June 30, 2004 was unanimously approved.

8. Consideration of supervisory committee's remuneration
pertinent to fiscal year ended 06/30/2004

- It was unanimously agreed no to pay any compensation to the
Supervisory Committee on this occasion.

9. Determenation of number and election of permanent directors
and substitute directors, if deemed necessary. Consideration of
Mr. M.M. Mindlin's resignation

Mr. Mindlin's resignation from his position of permanent
director effective as of 11/25/03 was unanimously approved. Mrs.
Clarisa Diana Lifsic and Mr. Alejandro Elsztain were reelected
as permanent directors. Mr. Fernando Adri n Elsztain and David
Alberto Perednik were elected as permanent directors for three
years with the status of non-independent as set forth by
resolution 400 of SEC. Ms. Susan Segal was elected as permanent
director for three years with the status of independent as set
forth by resolution 400 of SEC.

10. Appointment of permanent and substitute members of the
supervisory committee

- The election of Mr. Andres SUAREZ, Corina Ines PANDO and
Carlos REBAY as permanent statutory auditors was unanimously
approved as well as the election of Mr. Carlos RIVAROLA, Gabriel
MARTINI and Diego NIEBUHR as substitute statutory auditors.

11. Appointment of auditor for the coming fiscal year and
determination of remuneration

- It was unanimously agreed to appoint the auditing firm PRICE
WATERHOUSE & CO., member of the firm PriceWaterhouseCoopers, as
auditor of the financial statements of the current fiscal year
2004/2005. Its remuneration was fixed at $ 245,000.

12. Report on agreement signed for the exchange of corporate
services.

- The Board's implemented decisions and performance concerning
the subject under consideration were approved by majority as
well as the progress made in the process of the Project
implementation.

13. Report on the creation of the auditing committee

- The Board's implemented decisions were unanimously approved of
as well as their newly assumed responsibility for the pertinent
budget.

14. Consideration of the creation of a global program of
issuance of corporate notes, non-convertible into shares, with
special, common or floating security interest, or guaranteed by
third parties, amounting to an outstanding maximum of up to USD
30,000,000 (thirty million us dollars) or the equivalent amount
in other currencies, as set forth by law 23576 ("negotiable
obligations law") and other amended rules and standard
regulations ("the program")

- The creation of the before mentioned program was unanimously
approved.

15. Consideration of 1) the delegation, under the regulations in
force, to the board of the power to fulfill all formalities
required by the securities and exchange commission (sec) in
order to obtain the authorization to create the program and to
issue the corporate notes within the framework of said program
("negotiable obligations"), to negotiate, accept, decide upon
and specify all the conditions of the program and the corporate
notes which are not explicitly determined by the meeting,
including, without any limitations, the amount (within the
maximum amount as set forth by the meeting), the issuance date,
the term, the price, the form of placement and the conditions of
payment, the application for the public offering authorization
in Argentina and/or abroad, the negotiation in Argentine and/or
foreign markets, the interest rate, issued in one or various
types and/or series, listed on the stock market and/or over-the-
counter market in Argentina and/or abroad, and any other form
deemed acceptable by the board; 2) the authorization granted to
the board to sub-delegate to one or more directors and/or
managers of the corporation the powers referred to in 1) above
as well as the running of all proceedings aimed at such purpose.

- The following points were unanimously approved of: 1) the
delegation to the board of the power, under the regulations in
force, to fulfill all formalities required by the securities and
exchange commission (sec) to obtain the authorization to create
the program and to issue the corporate notes within the
framework of said program ("negotiable obligations"), to
negotiate, accept, decide upon and specify all the conditions of
the program and the corporate notes which are not explicitly
determined by the meeting, including, without any limitations,
the amount (within the maximum amount as set forth by the
meeting), the issuance date, the term, the price, the form of
placement and the conditions of payment, the application for the
public offering authorization in Argentina and/or abroad, the
negotiation in Argentine and/or foreign markets, the interest
rate, issued in one or various types and/or series, listed on
the stock market and/or over-the-counter market in Argentina
and/or abroad, and any other form deemed acceptable by the
board; 2) the authorization granted to the board to subdelegate
to one or more directors and/or managers of the corporation the
powers referred to in 1) above as well as the running of all
proceedings aimed at such purpose.

CONTACT: Cresud S.A.C.I.F. y A
         Av. Roque Saenz Pena 832
         8th Fl.
         Buenos Aires, Argentina
         Phone: 001-54-1-3287808


DISCO: Ahold Transfers Ownership of Shares to Cencosud
------------------------------------------------------
Ahold announced Monday it has partially completed the sale of
its 99.94% controlling interest in Disco S.A. to Chilean
retailer Cencosud S.A. by transferring the ownership of
approximately 85% of the outstanding Disco shares. The remaining
approximately 15% of the Disco shares will be transferred to
Cencosud as soon as legally possible; currently these shares are
subject to certain Uruguayan Court orders processed and executed
in Argentina, that might possibly prohibit their transfer.

The transaction is subject to approval by the Argentine
antitrust authorities. The approval process has encountered
delays beyond the control of Ahold and Cencosud due to a local
judicial order preventing the antitrust authorities from
continuing their required review of the transaction. The
Argentine government as well as Ahold and Cencosud have appealed
to this order.

Ahold and Cencosud completed the transaction based on a total
value, excluding any liabilities, of USD 315 million for Ahold's
entire interest in Disco, which is equal to the amount earlier
announced on March 5, 2004.

The purchase amount for the transferred Disco shares has been
put in escrow in case various contingencies were to occur prior
to April 1, 2005. It is expected that Ahold will receive the
escrowed funds in the first full week of April 2005, unless
either party exercises its right under limited circumstances to
reverse the transaction.

The purchase amount for the remaining approximately 15% of the
Disco shares that currently have not been transferred also has
been put in escrow until such shares can be transferred to
Cencosud. Ahold has agreed to indemnify Cencosud for losses
incurred if Ahold were to lose legal ownership to any of those
shares. Pending the transfer of those shares, Ahold has agreed
to exercise its voting rights with regard to those shares
according to Cencosud's instructions and to pay to Cencosud any
dividends received on such shares.

Ahold believes that the transfer of the Disco shares at this
time and in this manner is in the best interests of Disco's
customers and associates, which Ahold believes were being
adversely affected by the delay in the antitrust approval
process and the closing of the transaction.

The divestment of Ahold's activities in Argentina is part of
Ahold's strategy to optimize its portfolio and to strengthen its
financial position.


EDENOR: Commission Recommends Parent Sell Local Units
-----------------------------------------------------
Electricite de France (EDF) may sell all of its assets in
Argentina and Brazil, according to an analysis of the French
state-owned Company being carried out by a special commission.

The Commission, led by former France Telecom director Marcel
Roulet, must make recommendations to the French government
regarding EDF's financial strategy, before opening its capital
to private investors.

According to several members of the Commission, quoted by French
newspapers, two possible scenarios are being evaluated, and none
of them implies keeping the subsidiaries in Argentina and
Brazil.

"The thing is not whether to sell the assets of the group in
Latin America, but when and above all to whom," Le Monde
reported last week.

Nevertheless, local Edenor spokespersons denied the information.

"The withdrawal from Latin America has never been discussed,"
pointed out a spokesperson for the electricity distributor.

"This is just a version that may probably take place in the
future, but it's not in the plans of the French group at this
moment," he added.

In Argentina, EDF owns 90% of Edenor, a controlling stake in
hydropower generation companies Diamante and Los Nihuiles and
power transporter Districuyo. In Brazil, the group owns power
distributor Light.


FE DE IMAGENES: Initiates Bankruptcy Proceedings
------------------------------------------------
Court no. 26 of Buenos Aires' civil and commercial tribunal
declared Fe de Imagenes S.R.L. "Quiebra," reports Infobae.

Ms. Adriana Elena Torrado, who has been appointed trustee, will
verify creditors' claims until December 16 and then prepare the
individual reports based on the results of the verification
process.

The individual reports will then be submitted to Court on
February 11, 2005, followed by the general report on March 25,
2005.

Clerk no. 51 assists the Court on the case that will close with
the liquidation of the Company's assets to repay creditors.

CONTACT: Fe de Imagenes S.R.L.
         Parana 230
         Buenos Aires

         Ms. Adriana Elena Torrado, Trustee
         Ventana 3450
         Buenos Aires


FUNDACION INSTITUTO: Judge Approves Bankruptcy Plea
---------------------------------------------------
Local civil association Fundacion Instituto Argentino de
Ferrocarriles was declared bankrupt after Judge Taillade of
Buenos Aires' civil and commercial Court no. 20 endorsed the
petition of Mr. Ricardo Ruben Abalo for the Company's
liquidation.

La Nacion reports that the Court assigned Mr. Jorge Wilcke to
supervise the liquidation process as trustee. He will validate
creditors' proofs of claims until December 10.

Dr. Amaya, clerk no. 39, assists the Court on this case.

CONTACT: Fundacion Instituto Argentino de Ferrocarriles
         Delgado 645
         Buenos Aires

         Mr. Jorge Wilcke, Trustee
         Roosevelt 1877
         Buenos Aires


IRSA: Files Summary of Agreements
----------------------------------
Argentina's leading real-estate developer, IRSA-Inversiones y
Representaciones SA (IRS), filed with the Bolsa de Comercio de
Buenos Aires and the Comision Nacional de Valores a summary of
what was agreed upon in the Shareholders meeting held on October
22, 2004.

FIRST: APPOINTMENT OF TWO SHAREHOLDERS TO APPROVE AND SIGN THE
MINUTES OF THE MEETING.

It was unanimously agreed to appoint the agent of BNY AS
Custodian or Trustee Cust. AC and the agent of the shareholder
of CRESUD to approve and sign the Minutes of the Meeting.

SECOND: CONSIDERATION OF THE DOCUMENTATION AS SET FORTH BY
SECTION 234 SUBSECTION 1 OF LAW 19550, PERTIENENT TO FISCAL YEAR
ENDED AS AT JUNE 30, 2004

It was unanimously agreed to omit the reading of the above-
mentioned documentation and to approve each and every part of
it.

THIRD: CONSIDERATION OF THE BOARD'S PERFORMANCE

The Board's performance during the fiscal year under
consideration was unanimously approved.

FOURTH: CONSIDERATION OF SUPERVISORY COMMITTEE'S PERFORMANCE

The Supervisory Committee's performance during the fiscal year
under consideration was unanimously approved.

FIFTH: ANALYSIS AND CONSIDERATION OF THE PROFIT/LOSS OF FISCAL
YEAR ENDED AS AT 06/30/04, WHICH POSTED PROFITS OF $ 87,862,000.

The absorption of accumulated losses as at the beginning of the
fiscal year was unanimously approved.

SIXTH: CONSIDERATION OF THE BOARD'S REMUNERATION (ALLOCATED
AMOUNT: $ 6,500,000) PERTINENT TO FISCAL YEAR ENDED AS AT
06/30/04, WHICH POSTED A TAX LOSS RECORDED AS SET FORTH BY THE
SECURITIES AND EXCHANGE COMMISSION.

The board's remuneration amounting to $ 6,510,000 in exchange
for their technical-administrative functions as well as the
carrying out of special tasks during the fiscal year ended as at
June 30, 2004 was unanimously approved.

SEVENTH: CONSIDERATION OF SUPERVISORY COMMITTEE'S REMUNERATION
PERTINENT TO FISCAL YEAR ENDED AS AT 06/30/2004

It was unanimously agreed no to pay any compensation to the
Supervisory Committee.

EIGHTH: CONSIDERATION OF MR. MINDLIN'S RESIGNATION

Mr. Mindlin's resignation from his position of permanent
director was unanimously approved.

NINTH: DETERMENATION OF NUMBER AND ELECTION OF PERMANENET
DIRECTORS AND SUBSTITUTE DIRECTORS, IF DEEMED NECESSARY.

It was unanimously agreed to appoint 11 members to the board, to
reelect Mr. Alejandro Gustavo ELSZTAIN, to appoint Mr. Fernando
BARENBOIM, the former being non-independent as set forth by
resolution 400 of SEC, and to appoint Mr. Gary GLADSTEIN and
Fernando RUBIN as independent directors.

TENTH: APPOINTMENT OF PERMANENT AND SUBSTITUTE MEMBERS OF THE
SUPERVISORY COMMITTEE.

It was unanimously approved to appoint Mr. Andr‚s SUAREZ, Jos‚
Daniel ABELOVICH and Marcelo FUXMAN to perform as permanent
statutory auditors, and Mr. Diego NIEBHUR, Roberto MURMIS and
Silvia Cecilia De FEO as substitute statutory auditors, who, in
accordance with General Resolution N§ 400 of the Securities and
Exchange Commissio, have the status of independent.

ELEVENTH: APPOINTMENT OF AUDITOR FOR THE COMING FISCAL YEAR AND
DETERMINATION OF REMUNERATION

It was unanimously agreed to appoint the auditing firm PRICE
WATERHOUSE & CO., member of the firm PriceWaterhouseCoopers, and
ABELOVICH, POLANO & Asociados as auditors of the financial
statements of the current fiscal year 2004/2005. Their
remuneration was fixed at $ 839,000 and $ 370,000 respectively.

TWELFTH: REPORT ON THE CREATION OF THE AUDITING COMMITTEE

The Board's implemented decisions were unanimously approved,
granting it the power to fix the budget.

THIRTEENTH: CONSIDERATION OF THE BOARD'S IMPLEMENTED DECISIONS
REGARDING THE TAX ON PERSONAL ASSETS OF THE SHAREHOLDERS, IN
THEIR CAPACITY OF SUBSTITUTE TAXPAYER

The decisions carried out by the Board regarding the tax on
personal assets of the shareholders were approved by majority as
well as the absorption of said tax by the corporation.

FOURTEENTH: REPORT ON AGREEMENT SIGNED FOR THE EXCHANGE OF
CORPORATE SERVICES.

The Board's implemented decisions and performance concerning the
subject under consideration were approved by majority as well as
the progress made in the process of the Project implementation.

CONTACT: Inversiones y Representaciones S.A.
         1066
         Bolivar 108
         Buenos Aires
         Phone: 541-342-7555


MAUREVIL S.A.C.I.: Liquidates Assets to Pay Debts
-------------------------------------------------
Maurevil S.A.C.I. will begin liquidating its assets following
the bankruptcy pronouncement issued by Court no. 17 of Buenos
Aires' civil and commercial tribunal.

Infobae reports that the bankruptcy ruling places the Company
under the supervision of Court-appointed Trustee Hugo Alberto
Trejo. The trustee will verify creditors' proofs of claims until
December 6. The validated claims will be presented in Court as
individual reports on February 18, 2005.

The trustee will also submit a general report, containing a
summary of the Company's financial status as well as relevant
events pertaining to the bankruptcy, on April 5, 2004.

The bankruptcy process will end with the disposal of the Company
assets tp pay its creditors.

CONTACT: Mr. Hugo Alberto Trejo, Trustee
         Avda Cordoba 744
         Buenos Aires


METAL MUNDO S.A.: Reports Submission Set
----------------------------------------
Mr. Abraham Yalovetzky, the trustee assigned to supervise the
liquidation of Metal Mundo S.A., will submit the validated
individual claims for Court approval on April 12, 2005. These
reports explain the basis for the accepted and rejected claims.
He will also submit a general report on May 31, 2005.

Infobae reports that Court no. 9 of Buenos Aires' civil and
commercial tribunal has jurisdiction over this bankruptcy case.
Clerk no. 17 assists the Court with the proceedings.

CONTACT: Mr. Abraham Yalovetzky, Trustee
         Lavalle 1567
         Buenos Aires


NICE FRUIT S.A.: Begins Liquidation Proceedings
-----------------------------------------------
Nice Fruit S.A. of Buenos Aires will begin liquidating its
assets after Court no. 13 of the city's civil and commercial
tribunal declared the Company bankrupt. Infobae reveals that the
bankruptcy process will commence under the supervision of Court-
appointed trustee Luis Humberto Chelala. The trustee will review
claims forwarded by the Company's creditors until December 9.

CONTACT: Mr. Luis Humberto Chelala, Trustee
         Avda Corrientes 2335
         Buenos Aires


PARADISUS S.A.: Enters Bankruptcy on Court Orders
-------------------------------------------------
Court no. 8 of Quilmes' civil and commercial tribunal declared
Paradisus 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 Ruben Oscar Telechea.

As trustee, Mr. Telechea is tasked with verifying the
authenticity of claims presented by the Company's creditors. The
verification phase is ongoing until November 26.

Following claims verification, the trustee will submit the
individual reports based on the forwarded claims for final
approval by the Court on February 11, 2005. A general report
will also be submitted on March 28, 2005.

CONTACT: Paradisus S.A.
         Avda 12 de Octubre 578
         Quilmes

         Mr. Ruben Oscar Telechea, Trustee
         Ramos Mejias 356
         Don Bosco(Partido de Quilmes)


RURALNET S.A.: Court Declares Company Bankrupt
----------------------------------------------
Judge Taillade, working for Court no. 20 of Buenos Aires' civil
and commercial tribunal, declared local Company Ruralnet S.A.
"Quiebra", says La Nacion. The Court approved the bankruptcy
petition filed by Ms. Julieta Leveratto, whom the Company failed
to pay debts amounting to US$20,207.95.

The Company will undergo the bankruptcy process with Mr. Oscar
Chapiro as trustee. Creditors are required to present their
proofs of claims to the trustee for verification before
February 15, 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. Amaya, Clerk no. 39, assists the Court on the case.

CONTACT: Ruralnet S.A.
         Avenida Figueroa Alcorta 3800
         Buenos Aires

         Mr. Oscar Chapiro, Trustee
         Lavalle 1290
         Buenos Aires


SAYI S.A.: Court Grants Reorganization Plea
-------------------------------------------
Sayi S.A., a Company operating in Buenos Aires, begins
reorganization proceedings after Court no. 14 of Buenos Aires'
civil and commercial tribunal, with assistance from Clerk no.
28, granted its petition for "concurso preventivo".

During the reorganization, the Company will be able to negotiate
a settlement proposal for its creditors so as to avoid a
straight liquidation.

According to Argentine news source Infobae, the reorganization
will be conducted under the direction of Mr. Ruben Joaquin
Toytoyndjian, the Court-appointed trustee.

Creditors with claims against the Company must present proofs of
the indebtedness to the trustee by December 7. These claims will
constitute the individual reports to be submitted in Court on
March 7, 2005. The Court also requires the trustee to present an
audit of the Company's accounting and business records through a
general report due on April 21, 2005. An informative assembly
for the Company's creditors is scheduled on July 6, 2005.

CONTACT: Mr. Ruben Joaquin Toytoyndjian, Trustee
         Roque Saenz Pena 1219
         Buenos Aires


SOCIEDAD COMERCIALIZADORA: Gets Green Light to Reorganize
---------------------------------------------------------
Judge Vassallo, serving for Court no. 5 of Buenos Aires' civil
and commercial tribunal, approved the "Concurso Preventivo"
petition filed by Sociedad Comercializadora de Carnes S.A.,
reports local news source La Nacion.

The Company, which listed assets of US$731,457.32 and
liabilities of US$1,327,245.70, will undergo a reorganization
process under the supervision of trustee Edith Mildre Ghiglione.

The trustee will verify creditors' proofs of claim until
February 14, 2005. Verifications are done to ascertain the
nature and amount of the Company's debts. The receiver will also
prepare the individual and general reports on the case.

Dr. Djivaris, clerk no. 10, assists the Court on the case.

CONTACT: Sociedad Comercializadora de Carnes S.A.
         Rivadavia 1273
         Buenos Aires

         Ms. Edith Mildre Ghiglione, Trustee
         Paraguay 1225
         Buenos Aires


VILLAMAR S.A.: Court Favors Creditor's Bankruptcy Petition
----------------------------------------------------------
Banco R¡o de la Plata S.A. successfully sought for the
bankruptcy of Villamar S.A. after Judge Vasallo of Buenos Aires'
civil and commercial Court no. 5 declared the Company "Quiebra,"
reports La Nacion.

As such, the fruits and vegetables distributor will now start
the bankruptcy process with Mr. Gustavo Guillermo Vignale as
trustee. Creditors of the Company must submit their proofs of
claim to the trustee before February 4 next year for
authentication. Failure to do so will mean a disqualification
from the payments that will be made after the Company's assets
are liquidated.

The creditor asked for the Company's bankruptcy after the latter
failed to pay debts amounting to US$48,412.14

Dr. Djivaris, clerk no. 10, assists the Court on the case that
will culminate in the liquidation of all of its assets.

CONTACT: Villamar S.A.
         Nicasio Orono 55
         Buenos Aires

         Mr. Gustavo Guillermo Vignale, Trustee
         Vuelta de Obligado 2717
         Buenos Aires


* ARGENTINA: Presents Final Details of Debt Exchange to SEC
-----------------------------------------------------------
Argentina has presented to the U.S. Securities and Exchange
Commission the final details of a debt exchange offering
intended to restructure some US$103 billion in defaulted foreign
debt, reports Dow Jones Newswires.

Speaking at a news conference in Buenos Aires, Economy Minister
Roberto Lavagna said the government sweetened its debt
restructuring proposal by offering an additional US$475 million
in interest payments this year on the new bonds it will give
creditors.

Lavagna said the government moved up the issue date on the new
bonds to Dec. 31, 2003, from June 30, 2004 in its previous
proposal, allowing investors to collect the interest that would
have already accrued on the bonds.

The debt-offering document will now be subject to the SEC's
approval process. And at some time in the near future, the
government is also expected to file for regulatory approval for
its offering in the U.K., Germany and Italy.

If, as planned, Argentina launches its exchange in a
simultaneous global offering, seeking to reach more than 500,000
bondholders worldwide, it will need to obtain approval from
regulators in those countries as well as from the SEC.


* ARGENTINA: N.Y. Law Firm Files Motion to Block Debt Exchange
--------------------------------------------------------------
The law firm that successfully brought a landmark class action
against Argentina has filed a groundbreaking motion that
threatens to derail the country's debt exchange.

New York-based Shalov Stone & Bonner filed the preliminary
injunction in a New York district Court Thursday last week,
according to Dow Jones Newswire.  The firm claims approval of
the proposed debt exchange by the U.S. SEC would violate Rule 23
of the U.S. Federal Rules for Civil Procedure.  Accordingly,
this provision prohibits the party subject of a class action
from communicating directly with the plaintiffs, some of whom
may be unknown and may not be aware of their rights under the
suit.

If approved, the debt exchange will in effect "constitute an
offer to compromise or settle the claims of the class" -- one
that had not been properly communicated to their lawyers, Ralph
Stone, a partner at the firm told Dow Jones.

"We are trying to prevent Argentina from communicating with our
class.  It is a Court-authorized class action suit, and once we
have that, we are then entitled to have any communication with
our class go through us.  We are trying to present a statement
offer from being communicated," Mr. Stone said.

Cleary Gottlieb, the law firm representing Argentina, doubts the
motion will prosper. "Our view on it is that it is frivolous,
and we are very confident that the Court is not going to enjoin
the exchange," Carmine Boccuzzi, a partner at Cleary Gottlieb in
New York, told Dow Jones in a separate interview.

Fresh from successfully defending the debt restructuring of
Mendoza -- an Argentine province pursuing a debt exchange
similar to that of Buenos Aires -- Mr. Boccuzzi dismissed the
argument that the transaction will cause the class "irreparable
harm."  The firm will simply argue that bondholders are free not
to participate in the exchange and sue at a later date, he said.

"[If] he's really taking the position that we can't make an
exchange offer and speak out publicly about it because that's
communicating with his client, we'd argue that that's being
obstructionist," Dow Jones quoted Mr. Boccuzzi.

Certified in March this year, the class being represented by
Shalov Stone & Bonner are holders of two separate series of
Argentine bonds expiring on 2009 and 2017.  The case is pending
before Judge Thomas Griesa of the U.S. District Court for the
Southern District of New York.  It is the only certified class
action against Argentina in the United States.

                 Motion Threatens Debt Exchange

Legal observers see a battle royale brewing.  On the one hand,
it is in the interest of the United States to allow the debt
exchange, a product of a drawn out process to get Argentina to
pay US$103 billion in debt that it defaulted in December 2001.
On the other hand, lawyers say the case tests a fundamental
issue in class action law.

One lawyer, who talked to Dow Jones on condition of anonymity,
said the certification of the class established a set of binding
terms that imposed a fiduciary duty on both the lawyer for the
plaintiffs and the Court itself to act as "protectors of the
class."  This, in effect, requires the two of them to act as
"gatekeepers" for information flowing to the thousands of
unnamed class action plaintiffs.

"If they are allowed to go (ahead with the exchange offering),
they are in effect spitting on the jurisdiction of the Court,"
the lawyer said.

As of this writing, the final update of the exchange offering
had already been filed by Argentina with the U.S. SEC.  Unnamed
officials have been quoted saying the documents outline dates
for a road show and an opening date for the exchange period
sometime this month.

Bondholders opposed to the offer, which seeks a 70% debt
haircut, hopes the motion filed by Shalov Stone & Bonner "will
stop the restructuring dead in its tracks."  Hans Humes, who co-
chairs the Global Committee of Argentina Bondholders (GCAB),
which represents US$38 billion in nominal defaulted debt and
which has vowed to reject the offering, is crossing his fingers.

"I think that if this is a rule that applies to restructurings
in the United States that it definitely should be applicable in
this situation now," Mr. Humes told Dow Jones, referring to the
motion.

At any rate, he said, "GCAB and its lawyers will have to look at
it in terms of what we are doing."

CONTACT:  Shalov Stone & Bonner LLP
          485 Seventh Avenue
          Suite 1000
          New York, New York 10018
          Phone: (212) 239-4340
          Fax: (212) 239-4310

          Ralph M. Stone
          E-mail: rstone@lawssb.com

          New Jersey Office
          163 Madison Avenue
          P.O. Box 1277
          Morristown, New Jersey 07962-1277
          Phone: (973) 775-8997
          Fax: (973) 775-8777
          E-mail: lawyer@lawssb.com
          Web site: http://lawssb.com/

          Cleary Gottlieb
          One Liberty Plaza
          New York New York 10006
          Phone: 1 212 225 2000
          Fax: 1 212 225 3999
          Web site: http://www.cgsh.com/

          Carmine D. Boccuzzi Jr.
          Phone: 1 212 225 2508
          Fax: 1 212 225 3999
          E-mail: cboccuzzi@cgsh.com

          Hon. Thomas P. Griesa
          U.S. District Court Southern District of New York
          Courtroom 26B
          United States Courthouse
          500 Pearl Street, Room 1630
          New York, New York 10007-1312
          Phone: (212) 805-0210
                 (212) 805-0101 (Deputy)


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

FOSTER WHEELER: Calculates Number of Shares for Warrant Exercise
----------------------------------------------------------------
Foster Wheeler Ltd. (OTCBB: FWLRF) announced that following the
expiration of the subsequent offering period in its recently
completed equity-for-debt exchange offer, it has calculated the
number of shares for which each Class A Warrant and each Class B
Warrant issued in connection with the exchange offer will be
exercisable.

Both the Class A Warrants and the Class B Warrants allow the
holders to purchase either (i) the Company's Common Shares if
the approval of a certain increase in the authorized Common
Shares is obtained at the shareholder's meeting scheduled to be
held on November 29, 2004, or (ii) the Company's Series B
Convertible Preferred Shares if the approval of the increase in
the authorized Common Shares is not obtained at the
shareholder's meeting scheduled to be held on November 29, 2004.
Each Class A Warrant and each Class B Warrant becomes
exercisable on September 24, 2005, at an exercise price of
$0.4689 per Common Share issuable (or $609.57 per Preferred
Share issuable). The Class A Warrants expire at 5:00 p.m. on
September 24, 2009, and the Class B Warrants expire at 5:00 p.m.
on September 24, 2007.

Each Class A Warrant will become exercisable for 33.6827 Common
Shares, and each Class B Warrant will become exercisable for
1.4457 Common Shares, in each case as described above and
subject to adjustment from time to time for certain dilutive
events as described in the warrant agreement governing the
warrants. In the event that the approval of the increase in the
authorized Common Shares is not obtained at the shareholder's
meeting scheduled to be held on November 29, 2004, each Class A
Warrant will become exercisable for approximately 0.0259
Preferred Shares, and each Class B Warrant will become
exercisable for approximately 0.0011 Preferred Shares.

There were 4,152,914 Class A warrants issued and 40,771,560
Class B warrants distributed in connection with the equity-for
debt exchange offer.

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,
petrochemical, 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.
         Ms. Maureen Bingert
         Phone: 908-730-4444
                or
         Mr. John Doyle
         Phone: 908-730-4270
                or
         Other Inquiries
         Phone: 908-730-4000

         Web Site: http://www.fwc.com/


LORAL SPACE: To Start Intelsat Americas-9 (IA-9) Construction
-------------------------------------------------------------
Space Systems/Loral (SS/L) announced Monday that, pursuant to
the contract entered into in March 2004, it has reached
agreement with Intelsat LLC for the design of Intelsat Americas-
9 (IA-9), a high-power, C- and Ku-band satellite that will
provide service to North America, Central America and the
Caribbean. SS/L has been authorized to proceed on the
manufacture of IA-9 immediately.

"Throughout Intelsat and SS/L's long history of collaboration on
satellite projects, the two teams have worked closely to make
each satellite a premier communications platform for Intelsat's
customers," said Pat DeWitt, president of SS/L. "SS/L is pleased
to once again be working together on the latest in satellite
technology with the Intelsat teams in Washington, D.C., Palo
Alto and Bermuda."

The satellite's hybrid C- and Ku-band communications payload
carries a total of 44 operating transponders, selectable among
62 discrete frequencies, providing a total of 1,944 MHz of
downlink capacity. Coverage areas are provided by fixed C- and
Ku-band antennas, in addition to an adjustable Ku-band spot beam
that can be positioned anywhere on the earth's surface visible
from the satellite's orbital position. The satellite is designed
to operate from any of Intelsat's orbital locations from 77
degrees West longitude to 129 degrees West longitude.

"SS/L has a strong history with Intelsat," according to Intelsat
Global Services Corporation president, Kevin Mulloy. "The
satellites built in SS/L's Palo Alto factory have provided
Intelsat with dynamic and robust capacity around the world.
SS/L's satellites allow Intelsat to offer its customers
unparalleled communications flexibility and services."

The satellite is scheduled for delivery to Intelsat in 2007 and
has a design life of 13 years.

IA-9 will become Intelsat's newest satellite covering North
America and the thirty-second spacecraft built by SS/L for the
international satellite services provider. The Loral-built
Intelsat Americas-8 is currently scheduled for launch in
December 2004.

The satellite is based on SS/L's space-proven 1300 geo-
stationary satellite platform, which has a long and proven
record of reliable operation. Currently, there are 47 SS/L 1300
satellites on-orbit, performing a variety of critical
communications functions.

As a global communications leader with 40 years of experience,
Intelsat helps service providers, broadcasters, corporations and
governments deliver information and entertainment anywhere in
the world, instantly, securely and reliably. Intelsat's global
reach and expanding solutions portfolio enable customers to
enhance their communications networks, venture into new markets
and grow their businesses with confidence.

Space Systems/Loral, a subsidiary of Loral Space &
Communications is a premier designer, manufacturer, and
integrator of powerful satellites and satellite systems. SS/L
also provides a range of related services that include mission
control operations and procurement of launch services. Based in
Palo Alto, Calif., the Company has an international base of
commercial and governmental customers whose applications include
broadband digital communications, direct-to-home broadcast,
defense communications, environmental monitoring, and air
traffic control. SS/L satellites have amassed more than 1,100
years of reliable on-orbit service. SS/L is ISO 9001:2000
certified.

Loral Space & Communications is a satellite communications
Company. In addition to Space Systems/Loral, through its Skynet
subsidiary Loral owns and operates a fleet of telecommunications
satellites used to broadcast video entertainment programming,
and for broadband data transmission, Internet services and other
value-added communications services.

CONTACT: Mr. John McCarthy
         Loral Space & Communications
         Phone: 212/338-5345

         Web Sites: www.ssloral.com
                    www.loral.com


MAGUS ASSET: Proceeds To Wind-Up Operations
-------------------------------------------
       IN THE MATTER OF THE COMPANIES ACT 1981

                        and

     IN THE MATTER OF Magus Asset Management Limited

The Sole Member of Magus Asset Management Limited, acting by
written consent without a meeting on 28th October 2004 passed
the following resolutions:

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

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

- Creditors of Magus Asset Management Limited, which is being
voluntarily wound up, are required, on or before November 11,
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 Sole Member of Magus Asset
Management Limited will be held at the offices of Messrs.
Conyers Dill & Pearman, Clarendon House, Church Street,
Hamilton, Bermuda on December 2, 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, Trustee
         Clarendon House, Church Street
         Hamilton, Bermuda


TH LEE PUTNAM: Appoints Robin Mayor as Liquidator
-------------------------------------------------
         IN THE MATTER OF THE COMPANIES ACT 1981

                           and

IN THE MATTER OF TH Lee Putnam Emerging Opportunities Ltd.

The Sole Member of TH Lee Putnam Emerging Opportunities Ltd.,
acting by written consent without a meeting on October 26, 2004
passed the following resolutions:

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

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

Mr. Mayor notifies that:

- the Creditors of TH Lee Putnam Emerging Opportunities Ltd.,
which is being voluntarily wound up, are required, on or before
November 11, 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 Sole Member of TH Lee Putnam
Emerging Opportunities Ltd. will be held at the offices of
Messrs. Conyers Dill & Pearman, Clarendon House, Church Street,
Hamilton, Bermuda on December 2, 2004 at 9:30 a.m., or as soon
as possible thereafter, for the purposes of:

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

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

3) by resolution dissolving the Company.

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


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

CEMIG: Posts Net Income of BRL935Mln in 1st Nine Months of 2004
---------------------------------------------------------------
Companhia Energetica de Minas Gerais CEMIG (BOV: CMIG4, CMIG3;
NYSE: CIG and LATIBEX: XCMIG), the leading electric energy
concessionaire in Brazil and its subsidiaries ("CEMIG
Companies") today announced net income of R$ 935 million for the
period from January to September 2004, growth of 15% over net
income of R$ 813 million for the period from January to
September 2003.

The result of the CEMIG Companies through September 2004 has
been favorably impacted by the increase in revenues from gross
electricity supply due to the 4.8% growth in sales, and the
19.13% increase in tariffs on April 8, 2004, which was later
altered to 14.00% as of May 25, 2004.

Djalma Bastos, President of CEMIG, said of the results: "Once
again we were pleased to find out that for the fifth consecutive
year we were selected for the Dow Jones Sustainability Index,
which reaffirms our certainty that we are on the right path in
regards to attending to the long-term interests of our
shareholders.

"The growth in sales in the third quarter - more than 5% - was
quite strong, with a highlight on industrial consumption, which
increased more than 8% over the same period of 2003 thanks to
more dynamic economic activity by the export industries. The
increase in revenues, consequently, was even stronger, reaching
25%, which helped us attain an operating result of nearly R$
1,270 million. This leads us to believe that we will have a very
good result for the entire year. Our profit was R$ 935 million
in the first nine months of this year, that is, R$ 5.77 per
thousand shares with cash generation measured by EBITDA of R$
1,704 million."

Flavio Decat, Director of Finance, said, "We've continued our
policy of funding with great success, rolling over practically
all the debt maturing in the coming months. Thus with the new
maturity dates our debt profile will be longer, greatly
relieving our cash flow. This will result in investors better
evaluating our capacity to continue financing the expansion of
our businesses."

Gross Electricity Supply

Revenues from gross electricity supply were R$ 6,348 million
from January to September 2004, a 20.5% increase over the R$
5,267 million from January to September 2003. This result was
due to the following factors:

- Average tariff adjustment of 31.53% as of April 8, 2003 (with
the full effect seen in 2004 results);

- Average tariff adjustment of 19.13% as of April 8, 2004,
reduced to 14.00%, as of May 25, 2004;

- Increase of 4.8% in the volume of energy sold.

Among the main consumption classes, industrial and commercial
had energy sales volume growth of 6.8% and 3.6%, respectively,
compared with a 0.2% reduction in energy sales volume in the
residential class.

Revenues from supply (including free energy transactions on the
MAE)

Revenues from electricity supply were R$ 30 million from January
to September 2004, compared to R$ 50 million from January to
September 2003, a reduction of 40.0%. In the previous year
extraordinary revenues in the amount of R$ 24 million were
registered, referring to CEMIG's right to reimbursement of the
difference between the amounts paid for MAE transactions during
the period of the Rationing Program and the amount of R$ 49.26
MWh.

Tariff Adjustment

Through Resolution 83 dated April 7, 2004, ANEEL divulged new
energy tariffs to be charged to CEMIG's consumers, representing
an average adjustment of 10.13% as of April 8, 2004. On May 24,
2004, ANEEL republished the mentioned resolution, reducing the
adjustment to approximately 14%.

Billing in the period from April 8 to May 24, 2004, used the
adjustment of 19.13%. As of May 25, 2004, billing used the
14.00% adjustment.

CEMIG entered an administrative suit against ANEEL in order to
maintain the average adjustment originally published in
Resolution 3. Until the mentioned suit is judged, CEMIG is
charging its consumers, as of May 25, 2004, the tariffs set
forth in Resolution 83, republished by ANEEL on May 24, 2004.

Other Operating Income

Other operating income was R$ 609,000 from January to September
2004, compared to R$ 463,000 from January to September 2003,
growth of 31.5%. This increase is mainly due to growth of R$
138,000 in revenues from gas supply, R$ 332,000 from January to
September 2003, due substantially to the 83.23% increase in
volume of gas sold - 584,607 m3 in 2004, compared to 319,056 m3
in 2003.

Deferred Tariff Adjustment (RTD)

As a function of the difference between the 37.86% tariff
adjustment that CEMIG should have had on April 8, 2003, and the
31.53% adjustment effectively applied, a regulatory asset was
recorded, in counterpart to operating income in the amount of R$
329 million. The amounts recognized as income will be received
through a percentage to be applied in the 2004-2007 tariff
adjustments.

Operating Expenses

Operating expenses were R$ 3,830 million from January to
September 2004, compared to R$ 3,240 million from January to
September 2003, an increase of 18.2%. This result is mainly due
to increased expenses for Personnel, Retirement Benefits,
Transmission Network Use Charges, Gas Purchased for Resale, and
Payment to the Energy Development Account (CDE), offsetting a
reduction in the Account for Operating Provisions.

As of October 26, 2001, the difference between the sum of
uncontrollable costs (also called "CVA") used as reference in
calculating the tariff adjustment and disbursements effectively
made, are offset in subsequent tariff adjustments, and are
registered in Current Assets and Non-current Assets as
anticipated expenses.

The principal variations in the expenses are as follows:

Energy Purchased for Resale

Expenses for electricity purchased for resale represented 28.1%
of operating expenses, and were R$ 1,075 million from January to
September 2004, a 3.7% increase over the R$ 1,307 million
reported from January to September 2003. This result is mainly
due to the R$ 43 million increase in expenses related to energy
transactions on the MAE and R$ 30 million in energy purchase
from Itaipu, partially offset by the R$ 27 million reduction in
initial contract expenses.

Personnel

Personnel expenses from January to September 2004 were R$ 641
million, compared to R$ 501 million from January to September
2003, a 27.9% increase. This result is substantially due to the
following factors: (i) 16.2% adjustment to CEMIG employee
salaries in November 2003; (ii) Position and Payment Plan (PCR),
implemented in 2004; (iii) values provisioned as a function of
reopening the Voluntary Retirement Program (PDI) in May 2004, in
the amount of R$ 24 million; and (iv) profit-sharing in the
amount of R$ 37 million.

Depreciation / Amortization

Depreciation and amortization expenses did not vary
significantly between the periods; R$ 435 million from January
to September 2004, compared to R$ 422 million from January to
September 2003, a 3.1% variation.

Third-party Services

Expenses for third-party services were R$ 237 million from
January to September 2004, compared to R$ 220 million from
January to September 2003, a variation of 7.7%. This is
basically due to adjustment in the communication, and
maintenance and repair service performance contracts.

Retirement Benefits

The expense for retirement benefits was R$ 80 million from
January to September 2004, compared to R$ 36 million from
January to September 2003, a 122.2% increase. These expenses
basically represent the interest on CEMIG's actuarial
obligations, net of the return expected from the plan's assets,
estimated by the Company's outside actuary.

Operating Provisions

Operating provisions were R$ 97 million from January to
September 2004, compared to R$ 134 million from January to
September 2003, a 27.6% reduction. The following items declined:
reversal of provisions for civil consumer suits in 2004, the
amounts provisioned for liquidation of doubtful debtors (R$ 44
million from January to September 2004, compared to R$ 66
million from January to September 2003), and the provision for
losses from the Extraordinary Tariff Recomposition (R$ 7 million
and R$ 32 million in September 2004 and 2003, respectively).

Fuel Consumption Account (CCC)

CCC expenses were R$ 219 million from January to September 2004,
compared to R$ 220 million from January to September 2003, a
reduction of 0.5%. This account refers to the costs of operating
thermo-electric plants on Brazil's interconnected and isolated
systems, partitioned among electricity concessionaires through
an ANEEL Resolution.

Charges for Transmission Network Use

The expense for transmission network use charges was R$ 399
million from January to September 2004, compared to R$ 248
million from January to September 2003, a variation of 60.9%.
This expense refers to amounts owed by electricity generation
and distribution agents for use of the installations and
components of the basic network defined by an ANEEL Resolution.
The variation is basically due to the 45.25% tariff adjustment
on September 30, 2003, as per ANEEL Resolution 307.

Gas Purchased for Resale

The purchase of gas for resale was R$ 216 million from January
to September 2004, compared to R$ 126 million from January to
September 2003, an increase of 71.4%. This refers to the
purchase of gas by GASMIG, with the variation occurring
basically to the increased volume of gas acquired; 601,476
thousand m3 from January to September 2004, compared to 319,056
thousand m3 from January to September 2003, an 88.5% variation.

Energy Development Account (CDE)

CDE expenses were R$ 165 million from January to September 2004,
compared to R$ 78 million from January to September 2003, an
increase of 111.5%. Payments are defined through ANEEL
Resolution. In fiscal year 2003, the CDE expense only affected
results as of April that year, due to the pass-through to
tariffs of the costs related to this expense. CDE expenses prior
to April 2003 were recognized as a regulatory asset in the
Anticipated Expenses Account (CVA).

Financial Revenues (Expenses)

The financial result from January to September 2004 was a net
financial expense of R$148 million, compared to a net financial
expense of R$ 501 million from January to September 2003. The
main factors impacting the financial result are as follows:

- Income from financial application from January to September
2004 of R$ 92 million, compared to R$ 57 million from January to
September 2003, an increase of 61.4%. This result is due to the
greater volume of resources applied in 2004.

- Income from monetary restatement and interest on accounts
receivable from the State of Minas Gerais in the amount of R$
196 million from January to September 2004, compared to R$119
million from January to September 2003, net of the provision for
losses, for an increase of 64.7%. This result is principally
because of the variation in the IGP-DI, the index used in the
contract, of 10.61% from January to September 2004, compared to
6.05% during the same period in 2003.

- Income from monetary variation and interest in the amount of
R$ 62 million, due to actualization of the deferred tariff
adjustment from January to September 2004.

- Reduction in the PASEP and COFINS values incident on financial
revenues due to the R$ 33 million reversal in the amounts
provisioned in reference to the Extraordinary Tariff
Recomposition. This reversal was because of a federal law that
eliminated charging the mentioned taxes on financial revenues.

- Net gains from exchange rate variations from January to
September 2004 in the amount of R$15 million, compared to net
gains of R$ 326 million from January to September 2003,
basically due to loans and financing in foreign currency. From
January to September 2004, the real appreciated 1.06% against
the U.S. dollar, compared to its 17.28% appreciation in the same
period of 2003.

From January to September 2003, reversal of the provision for
devaluation to market value of National Treasury Notes, indexed
to the variation of the U.S. dollar in the amount of R$ 53
million. The National Treasury Notes were sold in December 2003,
and thus did not affect 2004 results.

Net losses from financial instruments in the amount of R$ 100
million from January to September 2004, compared to net losses
of R$ 26 million from January to September 2003, which occurred
because of the greater volume of hedge operations in 2004, and
the devaluation of the U.S. dollar against the real in the third
quarter of 2004.

- Increase of R$59 million in the monetary variation of loans
and financing, a function of the higher variation of the IGP-M
in 2004, which is the main index used for local-denominated
debt.

- The Company registered the allocation of interest on own
capital in the amount of R$ 300 million as a substitute for
dividends in fiscal year 2004 as a financial expense.

Non-operating Result

The non-operating result from January to September 2004 was R$
12 million, compared to R$ 24 million from January to September
2003, a 50.0% reduction. This result is principally due to the
deactivation and sale of CEMIG fixed assets.

Income Tax and Social Contribution

From January to September 2004, CEMIG reported Income Tax and
Social Contribution expenses of R$ 474 million in relation to
income of R$ 1,108 million, before taxes, a rate of 42.8%. The
R$ 87 million provision for CRC losses is not deductible and
increased the tax rate. From January to September 2003, the
Company reported Income Tax and Social Contribution expenses of
R$ 480 million in relation to income of R$ 1,292 million, before
taxes, a rate of 37.1%.

CEMIG had a fiscal gain of R$ 102 million in 2004, a function of
paying interest on own capital to its shareholders in
substitution of the minimum mandatory dividend for fiscal year
2004.

Investment Program

Through the third quarter 2004, the following plants became
operational, raising CEMIG's installed generating capacity to
5,894 MW: the Pai Joaquim thermoelectric plant (23MW), the
Barreiro hydroelectric plant (12.9 MW), and the three turbines
at the Queimado Plant (105MW).

Financial Funding Policy

As a Company focused on growth and adding value in the long-term
interest of its shareholders, CEMIG's larger challenge is to
finance the expansion of its installed capacity in the segments
in which it operates. As it is subject to restrictions due to
its conditions as a Company partially owned by the state, CEMIG
seeks creative alternatives to expand its access to the investor
market and reduce its average weighted cost of capital, which
will result in sustained growth. Thus, the strategy adopted by
CEMIG has been, in addition to refinancing its debt, accessing
the domestic and international capital markets. To this end it
has become necessary to pay adequate attention to credit quality
indicators that are followed not only by risk rating agencies,
but also by creditors, by virtue of the covenants inserted in
financing contracts. Adequate credit quality signifies ample
access to low-cost financing, which leverages project returns,
making them attractive from the shareholder's point of view.

The assumptions the Company uses for financial funding have been
the following:
- Taking advantage of favorable market conditions
- Reducing exposure to foreign currency
- Lengthening the debt profile

Debt Management

CEMIG's debt amortization profile is quite concentrated in the
short-term (approximately 59% of the Company's debt matures in
the next two years), which, combined with the volume of
investments forecasted (about R$ 1 billion/year), means pressure
on the cash flow, and indication of the need to obtain outside
resources. On the other hand is the Company's significant
operating cash generation (R$ 1,797 million in 2003 and R$ 1,141
million in 2004) which, from a growth perspective, fulfills a
relevant role in attending to investment needs and debt
amortization.

Funding Strategy in 2004

The management of funding seeks to achieve two objectives: to
lengthen the Company's debt profile, and to reduce exposure to
foreign currency. These priority objectives are part of the
general strategy to keep indebtedness at about 40% of
capitalization, and credit quality close to risk A
classification.

The focus of rolling over debt in 2004 will be continued until
the end of the year, and funds in the amount of R$ 1,331 million
will be raised for this purpose.

Through September more than R$ 800 million was raised, with the
issue of 10-year debentures in the amount of R$ 230 million as a
highlight, and a long-term 4-year loan with Ita£BBA, in the
amount of R$200 million.

In September of this year, in answer to an invitation to present
loan proposals, a value of approximately R$ 1.5 billion was
placed at the disposal of CEMIG, a sign of the market's
confidence in the Company's ability to manage its indebtedness.

At the time, CEMIG negotiated loans with five financial
institutions (Banco do Brasil, Unibanco, ABN Amro Real, Credit
Suisse First Boston and ItauBBA), in amounts of up to R$810
million each. This contracting, already approved by the Board of
Directors, will occur from October to December 2004, as CEMIG's
financial obligations come due. The loan package, with an
average cost equal to the IGP-M + 10.32% per year, and an
average four-year maturity will satisfactorily contribute to
lengthening the Company's debt profile and reducing exposure to
foreign currency (approximately 30% of total debt through the
end of 2004).

2005-2006 Funding Plan

The Company is focused on a Funding Program as per the table
below, that favors obtaining resources on the capital markets.
Through this Program the Company simultaneously seeks to
lengthen its debt profile and create interest in its bonds that
will serve as reference for future funding.

With the example of the R$ 1.5 billion debenture program filed
with the CVM, CEMIG intends to establish a Medium-Term Notes
Program in the international market in the amount of US$ 500
million.

The Program anticipates issue of Eurobonds in U.S. dollars,
euros or yen, both through Regulation S and Rule 144-A, taking
advantage of the high demand for corporate bonds that are
currently verified as being good quality.

Also included in CEMIG's plans is the structuring of Creditor
Rights Investment Funds - FIDC, for securitization of
receivables related both to regulatory assets and the Company's
expressive client portfolio.

Unbundling

Since the start of 2004, CEMIG has sought the best way to
unbundle its assets as determined by Law No. 10,848, dated March
2004. Thus, CEMIG's Board of Directors approved the Company's
unbundling process, and it was sanctioned in August by the
Governor in Law No. 15,290/2004, which authorized the corporate
reorganization of CEMIG.

Through Letter No. 172/2004 - SFF/ANEEL, dated September 21,
2004, ANEEL approved CEMIG's proposal regarding keeping
generation and transmission activities in one Company, CEMIG's
Board of Directors approved the Provisory Statutes of the new
companies and thus, the two wholly owned subsidiaries of Cemig
Gera‡ao e Transmissao S/A - CNPJ 06.981.176/0001-58 and Cemig
Distribui‡ao S/A - CNPJ 06.981.180/0001-16 were created. The
holding Company retains the name Companhia Energetica de Minas
Gerais - CEMIG, and keeps its current CNPJ (Business Tax ID
number).

In order for these companies to perform their activities, prior
authorization from ANEEL is necessary, which authorization
should be obtained through a request to be sent on October 29,
2004.

This request formalizes ANEEL approval for CEMIG's corporate
reorganization, as established in Official Circular No.
1078/2004-SFF/ANEEL, dated July 5, 2004, and should contain the
necessary instructional documents. It is also necessary that the
transfer of rights and obligations to subsidiaries be performed
through an evaluation opinion done by a specialized Company and
approved by the General Shareholders Assembly, which should take
place at the end of December.

One of the main premises of the Company Model to be adopted by
CEMIG is sustainability of its Generation, Transmission and
Distribution subsidiaries, seeking to retain the same credit
quality that CEMIG currently enjoys.

GASMIG
The Association Agreement between CEMIG, GASMIG, Gaspetro and
Petrobras is in the final approval stage. The Law Project to
sell 40% of GASMIG's shares in the amount of R$ 144 million is
in the process of being voted on by the Legislative Assembly of
Minas Gerais.

Dow Jones Sustainability World Indexes - DJSI World

The DJSI World selects companies with recognized corporate
sustainability, which means that they are capable of creating
long-term shareholder value due to their ability to take
advantage of opportunities and to manage the risks associated
with economic, environmental and social factors. It is an
indicator that exhibits one of the highest levels of reliability
and is an important reference for investors throughout the
world.

For the fifth consecutive time CEMIG was selected by the DSJI
World Indexes to be part of this select group of 318 companies
throughout the world included in the 2004-2005 Index. The
Company continues to be the only one in the Latin American
electricity sector to be part of this Index.

To view financial statements:
http://bankrupt.com/misc/Cemig3Q04.pdf

CONTACT: Mr. Luiz Fernando Rolla
         Head of Investor Relations
         Phone: +55-31-3299-3930
         Fax: +55-31-3299-3933
         e-mail: lrolla@cemig.com.br


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

SCL TERMINAL: Moody's Ups Underlying Rating
-------------------------------------------
Moody's Investors Service has concluded its review for upgrade
on SCL Terminal Aereo Santiago S.A. Sociedad Concesionaria by
raising the underlying rating of the Company's outstanding 1998
senior secured cross border debt to Ba3 from B3. The rating
outlook is stable.

Moody's said the bonds are insured by MBIA and remain Aaa rated
based upon the financial strength of the insurance Company.

The upgrade of SCL's underlying rating to Ba3 from B3 reflects
structural improvements that will result in stronger and more
stable cash flow as a result of the Convenio Complementario No.
2 - the supplementary agreement to the 1997 Concession Agreement
- which the Company signed with the Ministry of Public Works in
August. The Convenio provides for a number of Concession
improvements including the following enhancements:

(1) The MDI, which is a minimum passenger tariff revenue
guarantee based on assumed annual passenger growth of 5% for
domestic passengers, and 5.5% for international passengers.

(2) A maximum possible extension of the original Concession term
by 6.5 years if the annual MDI is not achieved.

(3) Agreement enhancements that provide potential additional
operating revenues of about US $9.4 million per year.

(4) Tighter enforcement of airline-derived revenues.

SCL has filed an application with the securities regulator for
the issuance of approximately US$85 million of local currency
debt. Proceeds from the 2004 bonds will be used for additional
capital projects (per the Convenio Complementario No. 2) and for
reserves intended to enhance the US$172.5 million outstanding
1998 bonds as well as the 2004 bonds.

The 2004 legal structure prohibits dividend distributions so
long as any 1998 and 2004 bonds remain outstanding. It also
provides for principal repayment of the 2004 bonds only after
all of the 1998 bonds have matured in 2012. MBIA is also
expected to provide credit enhancement for the 2004 bonds.

SCL was formed by an international consortium in 1998
specifically to construct, renovate and operate the Arturo
Merino Benitez International Airport in Santiago, Chile. SCL's
shareholders are Agunsa (47%), ACS (15%), FCC (15%), Sabco
Administradora de Fondos de Inversion (13%) and YVR Airport
Services Ltd (10%).



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

PAZ DEL RIO: Higher Sales Lead to Bigger Profits
------------------------------------------------
Colombian steel Company Acerias Paz del Rio saw its net profits
soar 177% to COP86.1 billion in the first nine months of the
year, from COP31.1 billion posted in the same year-ago period,
reports Business News Americas.

In a filing with the securities regulator Supervalores, the
Company said it attributed the excellent results to higher
sales.

During the recent nine-month period, the Company posted sales of
US$114 million, 53% higher compared to the US$74.7 million
posted in the same period last year. Operating profits for the
period jumped to US$26.2 million from US$2.6 million.

Last month, Acerias awarded Italian equipment maker Danieli the
contract to carry out its industrial rationalization plan, which
Danieli will do with its own supplies. Acerias will also hold
bids for companies interested in assembly and start-up.

The US$35-million industrial rationalization project looks to
reduce production costs by US$32/t and increase production
capacity from the current 260,000t/y to 500,000t/y.



=============
J A M A I C A
=============

KAISER ALUMINUM: Jamaican Subsidiaries File Liquidation Plan
------------------------------------------------------------
Kaiser Aluminum announced that two of its subsidiaries, Alpart
Jamaica Inc. (AJI) and Kaiser Jamaica Corporation (KJC), have
filed a joint plan of liquidation and related disclosure
statement in the U.S. Bankruptcy Court for the District of
Delaware. The joint plan as filed has been approved by the AJI
and KJC boards of directors and by the Unsecured Creditors'
Committee.

AJI and KJC are the subsidiaries through which Kaiser Aluminum &
Chemical Corporation (KACC) owned its interests in Alumina
Partners of Jamaica (Alpart), a Delaware partnership that
operates a bauxite mining operation and alumina refinery located
in Jamaica. As previously announced, AJI and KJC sold their
interests in Alpart on July 1, 2004.

Under the proposed plan of liquidation filed by AJI and KJC, the
assets of those entities, consisting primarily of the net
proceeds received by them in connection with the sale of their
interests in Alpart, will be transferred to a liquidation trust,
whereupon AJI and KJC will be dissolved. The liquidating trustee
would then make distributions of cash to the creditors of AJI
and KJC in accordance with the plan. As indicated in the
disclosure statement, it is currently anticipated that AJI and
KJC will have approximately $278.4 million of cash available for
distribution to creditors when the plan becomes effective. Of
the cash available for distribution, $20 million is expected to
be retained, subject to certain terms and conditions, in a cash
collateral account securing Kaiser's debtor in possession (DIP)
financing until such financing is terminated.

The plan and disclosure statement filed by AJI and KJC outline
the specific treatment and expected recoveries of AJI and KJC
creditors. The disclosure statement indicates that, assuming the
holders of the 12-3/4% Senior Subordinated Notes accept the plan
and after payment of priority claims and trust expenses (initial
reserves for which are expected to be established in the range
of $15 to $20 million), AJI and KJC anticipate ultimately
distributing cash as follows (in millions):

- KACC's 9-7/8% and 10-7/8% Senior Notes: $162.7 to $171.1
- Pension Benefit Guaranty Corporation: $82.7 to $84.3
- KACC's 12-3/4% Senior Subordinated Notes: $8.0

The $8.0 million payment to be made for the benefit of holders
of KACC's 12-3/4% Senior Subordinated Notes will be made if, and
only if, such holders approve the plan. In addition, the plan
provides that the Bankruptcy Court will determine the amount, if
any, to be paid in respect of the Parish of St. James, State of
Louisiana, Solid Waste Disposal Revenue Bonds. Any amounts paid
in respect of the 12-3/4% Senior Subordinated Notes and the
Revenue Bonds will be paid from amounts that otherwise would be
distributed to holders of the 9-7/8% Senior Notes and the 10-
7/8% Senior Notes.

The disclosure statement also indicates that it is currently
anticipated that the plan of liquidation for Kaiser Alumina
Australia Corporation, which owns Kaiser Aluminum's interests in
Queensland Alumina Limited, will provide for an additional $8.0
million payment to the holders of KACC's12-3/4% Senior
Subordinated Notes if, and only if, such holders of the Senior
Subordinated Notes vote to accept that plan.

As described in the disclosure statement, the plan and
disclosure statement will be subject to approval by the
Bankruptcy Court, and the plan will be subject to a vote by
certain creditors. The Company anticipates that certain
creditors are likely to challenge the proposed plan. The
effectiveness of the plan is expressly conditioned on Bankruptcy
Court approval of the InterCompany Settlement Agreement. This
disclosure is not intended to be, nor should it be construed to
be, a solicitation for a vote on the plan.

Copies of the plan and disclosure statement will be posted in
the "Restructuring" section of Kaiser Aluminum's web site at
www.kaiseral.com.

The plan filed relates exclusively to AJI and KJC and will have
no impact on the normal, ongoing operation of Kaiser Aluminum's
fabricated aluminum products business or other operations.
Kaiser Aluminum (OTCBB: KLUCQ) is a leading producer of
fabricated aluminum products and owns interests in alumina and
primary aluminum assets.

CONTACT: Kaiser Aluminum Corp.
         5847 San Felipe
         Suite 2500
         P.O. Box 572887
         Houston, TX 77257-2887
         USA
         Phone: 713-267-3777
         Web Site: http://www.kaiseral.com/



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

AEROMEXICO/MEXICANA: AMHM Head Opposes Sale to Foreign Firm
-----------------------------------------------------------
Mr. Miguel Torruco Marques, the president of Mexican Hotel and
Motel Association (AMHM), suggested that the airlines Mexicana
and Aeromexico should remain under the control of Mexicans.
Otherwise, the country faces the risk of losing national
companies that contribute to the development of the country.

Government-owned holding Company Cintra recently won regulatory
approval to bring Aeromexico and Mexicana into a single Company
as part of its plans to sell them off.

Mr. Torruco Marques applauded the merger, saying the move would
help strengthen the airlines. But if they were sold to
foreigners, the investment and development decisions would be
taken outside Mexico, meaning that there would be uncertainty
among both small and large domestic investors, as what occurred
in the banking sector.

Torruco Marques said that the only transport means that help
support the development of tourism in Mexico are the airlines
and automobiles, after the rail system was sold off to
foreigners.

Aeromexico is part of the SkyTeam global airline alliance that
also includes Delta Air Lines, KLM Royal Dutch Airlines and
Continental Airlines.

Mexicana earlier this year entered a code-sharing agreement with
American Airlines.


MINERA MEXICO: Fitch Withdraws Ratings for SENs
-----------------------------------------------
Fitch Ratings has affirmed and removed from Rating Watch
Positive the 'B' rating for the series C and series D secured
export notes (SENs) issued by Minera Mexico S.A. de C.V. (Minera
Mexico). Fitch has also affirmed the 'AAA' rating of Minera
Mexico's series E SENs. Subsequently, Fitch withdraws all of the
ratings for the Company's SENs as the notes were paid in full on
Friday, Oct. 29, using the proceeds from a new syndicated bank
facility.

CONTACT:  Anita Saha CFA +1-312-368-3179, Chicago
          Jennifer Conner +1-312-368-2080, Chicago
          Alberto Moreno +52 81 8335-7179, Monterrey

MEDIA RELATIONS: Kenneth Reed +1-212-908-0540, New York



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

PAN AMERICAN SILVER: Revenue More than Doubles Year-on-Year
-----------------------------------------------------------
THIRD QUARTER HIGHLIGHTS

- Record net earnings of $3.3 million for the quarter
($0.05/share) versus a net loss of $1.2 million ($0.02) in the
third quarter of 2003. Net earnings year-to-date of $4.2
million.

- Record consolidated revenue of $27.4 million - 131% over the
third quarter of 2003.

- Record cash flow from operations, before changes to non-cash
working capital, of $7.0 million, versus $0.3 million in 2003 -
the eighth consecutive quarter of improved operating profits.

- Record quarterly silver production of 3.2 million ounces, an
increase of 45% over the same period of 2003.

- Completion of acquisition of 84% of the Morococha silver mine
in Peru.

FINANCIAL RESULTS

Pan American Silver Corp. (NASDAQ: PAAS; TSX: PAA) reported
consolidated revenue for the second quarter of $27.4 million,
131% greater than revenue in the third quarter of 2003 due to
increased silver production, higher realized metal prices and
higher sales from concentrate inventory. Net earnings for the
quarter were $3.3 million compared to a net loss of $1.2 million
in 2003. Cash flow from operating activities before changes to
non-cash working capital increased to $7.0 million for the
quarter.

Consolidated silver production for the third quarter was
3,173,000 ounces, a 45% increase over the third quarter of 2003
and the greatest quarterly production in the Company's history.
Steady-state production from Quiruvilca, Huaron and the pyrite
stockpiles was complemented by the addition of production from
the newly acquired Morococha mine as of July 1, 2004.

Zinc production of 10,367 tonnes was 37% higher than in the
third quarter of 2003 while lead production of 4,876 tonnes was
12.5% higher also due to the addition of Morococha production.

Consolidated cash costs in the third quarter rose from $3.87/oz
to $4.07/oz and total costs rose from $4.39/oz to $5.09/oz due
to an expected temporary increase in production costs at the La
Colorada mine. Positive results from the new mine plan and more
selective mining methods that have been implemented will begin
to be realized in the fourth quarter.

Capital spending in the third quarter declined slightly to $3.1
million, excluding $36.2 million spent to acquire the Morococha
mine. Exploration spending doubled to $1.2 million in the third
quarter, primarily reflecting increased activity at the
Manantial Espejo and San Vicente development projects.

For the nine months ended September 30, 2004, consolidated
revenue totaled $63.5 million versus $32.3 million in the year-
earlier period due to higher production and higher realized
metal prices. Net earnings were $4.2 million versus a net loss
of $4.0 million in the first nine months of 2003.

Consolidated silver production in the first nine months of 2004
was 8,058,443 ounces, a 24% increase over the same period in
2003 - on track for 11.5 million ounces in 2004. Zinc production
of 24,890 tonnes and copper production of 2,376 tonnes were
unchanged from 2003 levels. Lead production of 12,973 tonnes was
12.5% lower than in 2003 due to lower lead production at Huaron.

Cash production costs for the first nine months of 2004 declined
3% to $4.01/oz, while total production costs rose 8% to $5.00
due to higher depreciation charges.

Working capital at September 30, 2004, including cash and short-
term investments of $80.8 million, improved to $97.1 million, an
increase of $15.2 million from December 31, 2003. The change in
working capital stems from the receipt of $54.8 million in net
proceeds from a share issuance in February, offset by the
purchase of the Morococha mine completed during the quarter.
Capital spending in the first nine months of 2004 was $9.7
million excluding the purchase of Morococha, down from $12.5
million a year earlier. Exploration spending increased from $1.6
million in the first three quarters of 2003 to $2.9 million in
2004, reflecting increased project development activity and
drill programs to expand reserves at Huaron, San Vicente and now
Morococha.

Ross Beaty, Chairman of Pan American said, "This is the eighth
consecutive quarter that Pan American has improved its operating
profit - and we set new records for earnings, cash flow and
production. Our operations are strong, our development projects
are progressing well and we have one of the best balance sheets
in the industry with virtually no debt. We completed the
acquisition of the low-cost Morococha silver mine last quarter
and we are fully funded to start building another new mine
within the next 12 months. Pan American Silver is in great shape
today and we look forward to an even better future."

OPERATIONS AND DEVELOPMENT HIGHLIGHTS

PERU

The Quiruvilca mine continued its turn-around in the third
quarter with production of 654,182 ounces of silver, up 2% over
2003 levels. Cash and total production costs dropped markedly,
from $4.69/oz and $4.85/oz respectively to $3.34/oz in the
current quarter. For the first nine months of the year the mine
produced 1,892,383 ounces of silver at a cash cost of $3.27/oz,
versus similar production at a cash cost of $5.31/oz in 2003. A
new life-of-mine plan is now being developed at Quiruvilca based
on the discovery of a major new vein structure announced in the
second quarter.

Silver production at the Huaron mine remained steady in the
third quarter at 1,064,476 ounces at a cash cost of $3.87/oz.
Total production costs increased 16% over the prior-year period
to $5.21/oz reflecting higher depreciation costs. Year-to-date
the mine has produced 3,129,071 ounces at a cash cost of
$3.93/oz, in line with 2003.

The Company concluded the acquisition of 84% of the Morococha
Mine in the third quarter. Morococha produced 694,564 ounces of
silver to Pan American's account in the third quarter at a cash
cost of $3.52/oz and a total cost of $4.85/oz. Over the long
term the mine is expected to produce an average of 3.5 million
ounces of silver annually (100%) at cash costs of less than
$3.00/oz.

The Silver Stockpile Operation continued to generate excellent
cash flow, producing 231,115 ounces of silver at a cash cost of
$2.87/oz during the most recent quarter. Year to date the
Company has produced 779,426 ounces from the silver stockpiles
at a cash cost of $2.83/oz. The increased cash costs in 2004
reflect a sliding-scale refining charge, which increases as the
silver price rises.

MEXICO

The La Colorada mine in Mexico increased its third quarter
silver production to 441,959 ounces, up from 244,971 ounces in
2003. During the quarter a new mine plan was implemented to
reduce dilution, to increase silver grades and to blend ore from
clay-rich areas that has been difficult to process. This
required more non-production underground development, resulting
in high cash costs for the quarter, as planned. Ore grades are
now 19% higher and new mining areas have been opened up with
lower clay-content ore, increasing recoveries. Cash costs are
now expected to decline and silver production to increase
steadily. Silver production and cash costs are expected to
improve further in 2005 once the sulphide zone returns to
production post dewatering.

Staffing has begun on the Alamo Dorado project in anticipation
of a positive feasibility study, now due in February 2005. A
power supply has been secured and the design process for the
power line's right-of-way has been initiated. Grindability tests
have been completed and a pilot plant is now operating.
Construction is expected to begin in 2005.

ARGENTINA

The 50% owned Manantial Espejo silver-gold joint venture also
progressed significantly in the third quarter. The feasibility
study currently underway now envisions a combined open-pit,
underground operation to exploit the Maria and Karina Union
deposits. Ramped pit designs along with annual production
schedules and waste dump designs have been completed. As
drilling continues to intersect new vein structures and to
expand the two main systems on the property, another 5,000 m of
infill and extension drilling has been initiated. Drilling has
also begun to secure water for the mine and a number of baseline
studies have been completed. Given the ongoing drilling
programs, the joint venture will provide a proven and probable
reserve with a mine plan upon completion of the feasibility
study early in 2005.

BOLIVIA

At the San Vicente property, small-scale mining produced 86,704
ounces of silver in the third quarter of the year to Pan
American's account, while the Company continues to move forward
with a feasibility study testing the viability of increasing
production in 2005. EMUSA, a Bolivian mining Company, continues
to carry out small-scale contract mining under a site services
agreement.

SILVER MARKETS

The silver price opened the quarter at $5.91/oz, breaking
through the $6 level almost immediately and closing at $6.66/oz
on September 30, 2004 for an average price of $6.47/oz,
approximately the same as the average for the year. The silver
price remains very volatile, but has continued to rebound from
its second-quarter lows and was up 23% over year-end 2003 as of
late October.

According to Ross Beaty: "Primary factors influencing the silver
price today continue to be the US dollar, global industrial
production - particularly in the electronics/electrical sector -
and investment demand. The underlying demand/supply fundamentals
for silver are sound. It is a great time to be one of the
world's major silver producers."

THIRD QUARTER 2004 MANAGEMENT'S DISCUSSION AND ANALYSIS

Management's discussion and analysis ("MD&A") focuses on
significant factors that affected Pan American Silver Corp.'s
and its subsidiaries' ("Pan American" or the "Company")
performance and such factors that may affect its future
performance. The MD&A should be read in conjunction with the
unaudited consolidated financial statements for the three months
and nine months ended September 30, 2004 and the related notes
contained herein.

The significant accounting policies are outlined within Note 2
to the Consolidated Financial Statements of the Company for the
year ended December 31, 2003. These accounting policies have
been applied consistently for the nine months ended September
30, 2004.

Significant Events and Transactions of the Third Quarter

The Company completed its acquisition of 92 per cent of the
voting shares of Compania Minera Argentum ("Argentum"), a public
Company listed on the Peru Stock Exchange, which holds the
Morococha mining assets previously owned by Sociedad Minera
Corona. The Argentum shares were purchased for $33.78 million by
way of a public offering through the Lima Stock Exchange. This
gave Pan American an 81 per cent direct interest in Argentum.

Subsequent to this offer, the Company purchased an additional 3
per cent interest in Argentum by acquiring 25 per cent of the
investment shares for $0.84 million. In addition, Pan American
acquired 100 per cent of Compania Minera Natividad ("Natividad")
for $1.5 million, which holds numerous adjacent mineral
concessions and the Amistad processing facility. The Company
intends to combine Natividad and Argentum in the near future.
The statements of operations and balance sheets of Argentum and
Natividad have been incorporated into Pan American's
consolidated financial statements from July 1, 2004.

Argentum and Natividad (collectively "Morococha") contributed
694,564 ounces of silver to Pan American's production in the
third quarter of 2004 at a cash cost of $3.52 per ounce. Over
the longer term Morococha is expected to produce 3.5 million
ounces of silver annually at a cash cost of less than $3.00 per
ounce.

The fair value of assets and liabilities acquired through the
acquisition of Morococha are summarized as follows:

                                             (US$000)
Cash                                           $ 657
Accounts receivable                            4,364
Inventory                                      2,878
Prepaid expenses                                  46
Plant and equipment                            7,053
Mineral properties                            46,158
Total assets                                  61,156
Less:
Accounts payable and accrued liabilities     (3,215)
Non-controlling interest                     (1,414)
Provision for asset retirement obligation
and reclamation                             (8,618)
Future income tax liability                 (11,038)
Total purchase price                       $ 36,871

The future income tax liability arises due to the fact that the
purchase consideration exceeded the carrying value of the mining
assets for tax purposes, resulting in a temporary difference
between the accounting and tax value. The estimated future
income tax liability associated with this temporary difference
is $11.04 million and has been recognized as a future income tax
liability and also applied to increase the carrying value of the
mineral properties.

The provision for asset retirement obligation and reclamation of
$8.62 million arises pursuant to CICA Handbook Section 3110 -
"Accounting for Asset Retirement Obligations", which required
the Company to recognize the expected fair value of future site
restoration costs at Morococha as a liability and to increase
the carrying value of mineral properties by the same amount. The
liability is accreted over time to its anticipated future value
with a corresponding charge to the statement of operations while
the increase in the carrying value of mineral properties is
amortized on a unit of production basis.

The La Colorada mine in Mexico reached commercial production on
January 1, 2004 after a $20 million expansion, which began in
late 2002. As such, all revenue and expense items were
recognized in the statement of operations in the first nine
months of 2004, having been capitalized throughout 2003. This
change in accounting treatment gives rise to several significant
differences when comparing the consolidated statement of
operations for the third quarter of 2004 with the corresponding
period in 2003.

Results of Operations

For the three months ended September 30, 2004 the Company's net
income was $3.29 million (earnings per share of $0.05) compared
to a net loss of $1.23 million (loss per share of $0.02) for the
corresponding period in 2003. The Company generated net income
of $4.21 million for the nine-month period ended September 30,
2004 compared to a loss of $3.97 million for the corresponding
period in 2003. The loss per share of ($0.11) for the nine
months ended September 30, 2004 includes charges associated with
the conversion and accretion of the Company's 5.25 per cent
convertible unsecured senior subordinated debentures (the
"Debentures"), which occurred in the second quarter of 2004 and
were charged directly to deficit.

Revenue from metal sales was 131 per cent higher in the third
quarter of 2004 and 97 per cent higher in the first nine months
of 2004 compared to the corresponding periods in 2003. The
acquisition of the Morococha mine and the La Colorada mine
reaching commercial production on January 1, 2004, accounted for
most of the revenue increase from a year ago. The Company's
other mining operations recorded a 37 per cent increase in
revenue in the third quarter of 2004 compared to the comparable
period in 2003 as a result of higher metal prices and in spite
of the fact that less tonnes of concentrate were sold in the
third quarter of 2004.

The Company continued the trend of improving operating profits
in the third quarter of 2004. Operating profit is the difference
between revenue and cash operating costs. In the third quarter
of 2004 operating profits were $8.9 million, up from $4.4
million in the second quarter of 2004 and from $1.7 million in
the comparable quarter of 2003. As reflected in the following
table, the third quarter of 2004 represents the eighth
consecutive quarter that the Company has improved its operating
profit.

Steadily improving operating profit has helped the Company
record its second consecutive quarter of positive net earnings.
Partially offsetting the improved operating profits were
increases in depreciation and amortization, exploration and
general and administrative charges, reflecting the increased
activity levels of a growing enterprise. The table below sets
out select quarterly results for the past eleven quarters.

Depreciation and amortization charges for the third quarter
increased significantly to $3.03 million from $0.43 million a
year before. The purchase of Morococha and the achievement of
commercial production at La Colorada are the principal reasons
for this increase. Depreciation and amortization have also
increased as a direct result of the Company's adoption of CICA
Handbook Section 3110 - "Accounting for Asset Retirement
Obligations", which required the Company to increase its asset
carrying values by $7.9 million as at December 31, 2003. The
amortization of these higher asset values on a unit of
production basis has resulted in increased depreciation charges.

General and administration ("G & A") costs for the three-month
period ended September 30, 2004 were $0.93 million, up from
$0.57 million for the comparable quarter in 2003. G & A costs
have increased significantly in 2004 from previous years, which
is a reflection of the expansion of the Company's management
team necessary to execute the Company's growth plans, and to a
lesser extent a stronger Canadian dollar.

The Company recognized a $0.52 million stock-based compensation
expense in the third quarter of 2004, as a result of adopting
CICA Handbook Section 3870 - "Stock-Based Compensation" in the
fourth quarter of 2003. On a restated basis, the comparable
expense recorded in the quarter ended September 30, 2003 was
$0.84 million.

Reclamation expense of $0.30 million in the third quarter of
2004 related to the accretion of the liability that the Company
recognized by adopting CICA Handbook Section 3110 - "Accounting
for Asset Retirement Obligations" as at December 31, 2003. Aside
from those restoration costs associated with the Morococha mine,
there has been no change to the Company's expectations of future
site restoration costs during the quarter at any of its other
mines.

Higher exploration and development expenses were recorded for
the three-month and nine-month periods of 2004 relative to 2003
primarily as a result of the Company's active development
program at Manantial Espejo.

Interest and other income represented net income received from
the San Vicente operation and interest received from the cash
balances the Company maintained during the quarter, which were
substantially higher than a year ago primarily due to the
proceeds of the Debentures, together with the equity financing
completed in March 2004.

Production

Pan American produced 3,173,000 ounces of silver in the third
quarter of 2004, a 45 per cent increase from the corresponding
period in 2003. The acquisition of the Morococha mine accounts
for 32 per cent of the increase, with significant increases at
La Colorada and the San Vicente operation responsible for the
balance. The Quiruvilca mine maintained its strong performance
by producing more ounces than a year ago at much lower cash
costs per ounce. The Huaron mine continued to improve on a
challenging
first quarter by recording higher silver production than in the
third quarter of 2003 at a cash cost of $3.87 per ounce. The
Company's Pyrite Stockpile operation was again profitable,
producing 231,115 ounces of silver during the quarter at cash
costs of $2.87 per ounce. While production rates at the La
Colorada mine are steadily increasing, as expected the mine was
not able to cover its cash operating costs in the third quarter.

A revised mining and processing plan has been developed and
implemented to address the major issues that have hampered the
mine since the start of commercial production at the beginning
of 2004. The primary component of the plan was a switch to a
more selective narrow vein mining method, which has decreased
tones mined but substantially increased ore grades reported to
the mill. In addition, the Company plans to further expand the
reserve and resource base at the mine and to provide greater
development flexibility in the future. The Company still expects
La Colorada to achieve an annualized production rate of 3.5
million ounces at cash costs of less than $3.50 per ounce;
however, the Company now believes these levels will be reached
in the first quarter of 2005.

Consolidated cash costs for the nine-month period ended
September 30, 2004 were $4.01 per ounce compared to $4.12 per
ounce for the corresponding period of 2003. During this period,
cash costs improved significantly at Quiruvilca, were stable at
Huaron but were offset by higher than expected costs at La
Colorada. With the addition of the low-cost Morococha mine and
improvements at La Colorada, the Company expects consolidated
cash costs to decrease and is estimating consolidated silver
production of approximately 11.5 million ounces at a cash cost
below $4.00 per ounce for 2004.

Liquidity and Capital Resources

At September 30, 2004, cash and cash equivalents plus short-term
investments were $80.84 million, a $37.90 million decrease from
June 30, 2004. Investing activities consumed $37.32 million in
cash and consisted primarily of the acquisition of the Morococha
mine for $36.21 million, expenditures on mineral property, plant
and equipment of $2.68 million and proceeds from the liquidation
of short-term investments of $2.01 million. Cash flow from
operating activities was $6.91 million for the quarter ended
September 30, 2004 before the net increase of $6.58 million in
non-cash working capital. Increased noncash working capital was
primarily the result of increased accounts receivable and
concentrate inventories associated with the concentrate
producing Morococha mine. Financing activities in the third
quarter yielded $0.79 million mainly from the exercise of stock
options.

Working capital at September 30, 2004 was $97.08 million, a
reduction of $27.87 million from June 30, 2004. The reduction is
reflected largely in a $37.90 million decrease in cash and cash
equivalents plus short-term investments, offset by increases of
$6.66 million in accounts receivable, $3.03 million in
inventories and $1.28 million in prepaid expenses.

Capital resources at September 30, 2004 amounted to
shareholders' equity of $263.33 million, capital leases of $0.33
million and deferred revenue of $0.75 million. At September 30,
2004, the Company had 66,752,572 common shares issued and
outstanding.

Based on the Company's financial position at September 30, 2004
and the operating cash flows that are expected over the next
twelve months, management believes that the Company's liquid
assets are more than sufficient to fund planned operating and
project development and sustaining capital expenditures and
discharge liabilities as they come due. The Company's only
contractual obligation at the date of this MD&A was $0.4 million
relating to a capital lease payable over the next two years. The
Company does not have any off-balance sheet arrangements.

Pan American mitigates the price risk associated with its base
metal production by selling some of its forecasted base metal
production under forward sales contracts, all of which are
designated hedges for accounting purposes. The Company incurred
base metal hedging losses in the third quarter of 2004 totaling
$0.65 million (2003 - gain of $0.05 million), which have been
included in the revenue figure on the consolidated statements of
operations. At September 30, 2004, the Company had sold forward
25,140 tonnes of zinc at a weighted average price of $1,062 per
tonne ($0.482 per pound) and 6,170 tonnes of lead at a weighted
average price of $722 per tonne ($0.328 per pound). The forward
sales commitments for zinc represent approximately 45 per cent
of the Company's forecast zinc production until December 2005.
The lead forward sales commitments represent approximately 35
per cent of the Company's forecast lead production until June
2005.

At September 30, 2004, the cash offered prices for zinc and lead
were $1,102 and $976 per tonne, respectively. The mark to market
value at September 30, 2004 was ($2.57) million. However, due to
significant declines in the price of zinc and lead since
September 30, 2004, at the date of this MD&A the mark to market
valuation had improved to ($0.71) million.

At the end of the third quarter of 2004, the Company had fixed
the price of 800,000 ounces of the third quarter's silver
production contained in concentrates, which is due to be priced
in October and November under the Company's concentrate
contracts. The price fixed for these ounces averaged $6.58 per
ounce while the spot price of silver was $6.67 on September 30,
2004.

Exploration and Development Activities

At Huaron, progress towards expanding production rates continued
during the quarter. The mine was able to maintain the monthly
mining rates achieved in the second quarter, and is currently
processing approximately 12 per cent more ore per month than a
year ago. As part of the plan to increase production by up to 30
per cent at the Huaron mine, the Company initiated a second
phase drill program focused on resource conversion. This is a
continuation of the $1.0 million first phase drilling program
completed in the first half of the year. Rehabilitation of the
mine's 500 level is ongoing and is a key component of the plan
to establish a second mining area, thereby allowing for an
overall increase in monthly ore extraction. The cost of this
program is being capitalized.

During the third quarter of 2004, the continued to move forward
with the feasibility study for the 50 per cent owned Manantial
Espejo project in Argentina. Hatch Engineers developed the plant
and infrastructure capital and operating cost estimates for the
purposes of this scoping study. Snowden Engineers completed the
scoping level open pit mining operating and capital cost
estimates, which incorporated an updated mineral resource
estimate. Vector Engineers have completed the archeological
field program with no significant findings within the proposed
disturbed area and the environmental baseline field programs are
well underway. An additional 5,000 meters of infill and
extension drilling has been initiated, together with drilling to
secure a water supply for the mine. The feasibility study for
the project is expected completed by early 2005. Pan American's
share of the feasibility costs for the first nine months of 2004
was $1.63 million, which was expensed as incurred.

At Alamo Dorado in Mexico, a full time project manager has been
hired as the Company started the process of staffing up for
construction. Progress has been made toward securing a power
supply and the mine concessions have been successfully upgraded
to exploitation concessions and the explosives license received.

Site hydrological investigations including development of a
ground water monitoring program for any tailings facility
designs are underway. Grindability tests were performed during
the quarter and as a follow on from these tests, a pilot plant
has been activated. The updated feasibility study is scheduled
for completion in February 2005 incorporating the revised
environmental permitting, pilot plant evaluation and tailings
disposal facility design associated with the milling facility.

At the San Vicente property, production continued under the
50,000 tonne agreement with EMUSA, a Bolivian mining Company
acting as operator. The small-scale test mining program has
produced 210,451 ounces of silver in the first nine months of
the year to Pan American's account. The Company continued to
move forward with a feasibility study, including completing
11,364 meters of diamond drilling by the end of the third
quarter and undertaking assessments of nearby processing
facilities.

To view financial statements:
http://bankrupt.com/misc/PanAm3Q04.pdf

CONTACT: Ms. Brenda Radies
         Vice-President Corporate Relations
         Phone: (604) 806-3158
         Web Site: www.panamericansilver.com.



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