TCRLA_Public/041104.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

          Thursday, November 4, 2004, Vol. 5, Issue 219

                            Headlines

A R G E N T I N A

BANCO FRANCES: BBVA Subscribes to Majority of Shares Offered
CASA MALIAR: Enters Bankruptcy on Court Orders
CLISA: Fitch Leaves Debenture Ratings Unchanged
COPIAS DEL ALTO: Court Approves Creditor's Bankruptcy Motion
BANCO HIPOTECARIO: S&P Removes Ratings From `SD'

EDESUR: Registers $6.3M Net Loss for January-September
EL EDEN: Seeks Bankruptcy Protection From Court
INMOBILIARIA Y AGROPECUARIA: Asks To Reorganize
METROVIAS: Ordinary Shares Remain at `Category 4' Says Fitch
PAPELERA WILDE: Seeks Reorganization Approval From Court

PLAZA VENEZIA: Liquidates Assets to Pay Debts
TELEFONICA DE ARGENTINA/TELECOM ARGENTINA: Facing Strike Threat
TRANSENER: S&P Maintains `raD' Rating on $525M of Bonds
VICTORIO CARONELLO: Asks Court for Reorganization


B R A Z I L

DIMON: Moody's Confirms Ratings, Assigns Stable Outlook
DIRECTV GROUP: Revenues Rise 20% in 3Q04
VASP: Needs New Settlement Plan to Avoid Grounding


C H I L E

ENERSIS: 3Q04 Results Show 10.7% Improvement in Net Income
SALFACORP: Gets $6.3M Loan From Corpbanca


M E X I C O

MEXICANA: Buys Cardiac Science AEDs for Commercial Airliners
PEMEX: Munoz Leos Quits Post at the President's Behest
ROYAL SHELL: Mitsui Acquires 25% Stake in Mexican LNG Terminal


V E N E Z U E L A

CITGO: Posts 3Q04 Net Income of $205M
EDC: Posts Negative Results Due to Tariff Hikes, High Costs

     -  -  -  -  -  -  -  -

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

BANCO FRANCES: BBVA Subscribes to Majority of Shares Offered
------------------------------------------------------------
Spanish banking concern Banco Bilbao Vizcaya Argentaria SA (BBV)
bought 65,326,744 of the 103 million new shares that its
Argentine subsidiary BBVA Banco Frances (BFR) is selling in an
offering that began Oct. 18, reports Dow Jones Newswires.

In a filing to the local stock exchange, Banco Frances said that
the Spanish parent exercised 232,955,170 preferred rights to buy
the shares Tuesday.

As reported earlier, the Spanish parent paid for the shares by
forgiving a loan of US$77.7 million, plus interest of
US$21,288.07 accrued through Tuesday. This resulted in a capital
infusion of ARS230.6 million for Banco Frances, the Company
said.

The share subscription ends Nov. 17. The addition of the new 103
million shares will boost the Company's share capital by 28%.

Banco Frances said that BBVA will exercise more rights in the
share subscription if the total amount of the rest of the
subscriptions doesn't reach US$117.7 million.

Analysts have indicated that if minority shareholders don't
exercise the preferred rights they hold and BBVA fully
participates, minority holders will see their holdings fall from
20.5% to 16%.

CONTACT:  Maria Elena Siburu de Lopez Oliva
          Investor Relations Manager
          Phone: (5411) 4341 5035
          E-mail: mesiburu@bancofrances.com.ar

          Maria Adriana Arbelbide
          Investor Relations
          Phone: (5411) 4341 5036
          E-mail: marbelbide@bancofrances.com.ar


CASA MALIAR: Enters Bankruptcy on Court Orders
----------------------------------------------
Casa Maliar S.A. enters bankruptcy protection after Court no. 19
of Buenos Aires' civil and commercial tribunal, with the
assistance of clerk no. 37, ordered the Company's liquidation.
The order effectively transfers control of the Company's assets
to the Court-appointed trustee who will supervise the
liquidation proceedings.

Infobae reports that the Court selected Ms. Beatriz Muruaga as
trustee. She will be verifying creditors' proofs of claims until
the end of the verification phase on December 6.

Argentine bankruptcy law requires the trustee to provide the
Court with individual reports on the forwarded claims and a
general report containing an audit of the Company's accounting
and business records. The individual reports will be submitted
on February 18, 2005 followed by the general report, which is
due on April 1, 2005.

CONTACT: Casa Maliar S.A.
         Raul Scalabrini Ortiz 339
         Buenos Aires

         Mr. Beatriz Muruaga, Trustee
         Aguero 1290
         Buenos Aires


CLISA: Fitch Leaves Debenture Ratings Unchanged
-----------------------------------------------
The Argentine arm of ratings agency Fitch Ratings reaffirmed its
CCC(arg) rating on debentures of up to US$120 million and its
D(arg) rating on debentures for US$100 million issued by
infrastructure and public services holding CLISA, reports
Business News Americas.

In a statement, Fitch said that the rating action reflects the
uncertainty over CLISA's capacity to meet its financial
obligations, given the weak performance of the business areas it
participates in. CLISA has four operating divisions: mass
transportation management (Metrovias); waste management
(environmental engineering); construction (Benito Roggio e
Hijos); and toll-road management.


COPIAS DEL ALTO: Court Approves Creditor's Bankruptcy Motion
------------------------------------------------------------
Court no. 26 of Buenos Aires' civil and commercial tribunal
declared Copias del Alto S.R.L. bankrupt, says La Nacion. The
ruling comes in approval of the bankruptcy petition filed by the
Company's creditor, Alto Palermo S.A., for nonpayment of
US$6,922 in debt. Clerk no. 52 assists the Court on the case
that will conclude with the liquidation of the Company's assets.

CONTACT: Copias del Alto S.R.L.
         Avda. Cordoba 540
         Buenos Aires


BANCO HIPOTECARIO: S&P Removes Ratings From `SD'
------------------------------------------------
Standard & Poor' s Ratings Services raised its long-term
counterparty credit rating on Banco Hipotecario S.A. (BH) to
'CCC+' from 'SD' (selective default), thus equalizing this
rating with those of the securities issued by the bank as a
result of the debt exchange completed by the institution last
January. The outlook is stable.

The removal from 'SD' reflects the bank's progress at resolving
the situation of its defaulted debt. To this date, the original
securities held by investors who did not participate in the debt
exchange-and thus in default-amount to $30.7 million and EUR12.8
million, which represent 3.22% of the debt subject to
restructuring and 0.66% of the bank's total liabilities.

"The bank's 'CCC+' rating indicates that the institution's
creditworthiness is still constrained by its relatively high
exposure to direct credit risk of the Republic of Argentina
('SD'), as well as indirect risk arising from a still-uncertain
macroeconomic and regulatory environment in Argentina," said
Standard & Poor's credit analyst Carina Lopez. The direct
exposure to the Argentine sovereign was originated mostly by the
government bonds received as compensation for the compulsory
"pesification" of loans and deposits in 2002, as is the case
with the rest of the financial system. Despite this exposure to
a government with high credit risk, the institution's financial
profile improved significantly following the completion of its
debt restructuring, allowing BH to reduce its total debt burden
and extend maturities, with key progress attained in terms of
margins and solvency.

Mortgage lending, the bank's core line of business in the past,
no longer embodies a considerable potential in the present
Argentina, as a result of the country's legal insecurity, the
still-high economic uncertainty in the longer term, the
increased population's impoverishment, and the banking system's
lack of access to long-term funding. This situation has forced
BH to devise a new strategy, seeking to diversify its core
mortgage loan lines and aiming for some of the commercial and
transactional banking that is being rediscovered by the
Argentine financial system. This strategy may include the
acquisition of another financial institution, which if
materialized, will present the bank with the significant
challenges typically stemming from any merger process.


EDESUR: Registers $6.3M Net Loss for January-September
------------------------------------------------------
Argentine power distributor Edesur posted an ARS18.5-million
(US$6.3mn) net loss in the first nine months of 2004, reversing
a ARS3.57-million (US$1.2mn) net profit in the same year-ago
period, reports Business News Americas.

In a filing to the Buenos Aires stock exchange, the Company
disclosed a net equity of ARS2.1 billion at the end of September
2004.

Edesur, which is controlled by Chilean power sector holding
Enersis, holds an exclusive license to provide electricity
distribution services in the central and southern areas of
Buenos Aires as well as the southeastern portion of the Greater
Buenos Aires area. It serves a population of over 6 million
people making it the largest electric distribution outfit in
Argentina in terms of volume distributed.

CONTACT: Edesur S.A.
         San Jos, 140
         Buenos Aires
         Tel: 4383-0200
              4381-1313


EL EDEN: Seeks Bankruptcy Protection From Court
-----------------------------------------------
Buenos Aires-based food manufacturer El Eden S.R.L. requested
for voluntary bankruptcy after defaulting on its debt payments.
The Company's petition is pending before Court no. 14 of the
city's civil and commercial tribunal. Clerk no. 28 assists the
Court on this case.

CONTACT: El Eden S.R.L.
         Teniente General Juan Domingo Peron 1740
         Buenos Aires


INMOBILIARIA Y AGROPECUARIA: Asks To Reorganize
-----------------------------------------------
Court no. 8 of Buenos Aires' civil and commercial tribunal is
reviewing the merits of the petition to reorganize filed by
Inmobiliaria y Agropecuaria Candela S.A. La Nacion recalls that
the Company filed the petition following cessation of debt
payments since August 22, 2001.

CONTACT: Inmobiliaria y Agropecuaria Candela S.A.
         Castex 3393
         Buenos Aires


METROVIAS: Ordinary Shares Remain at `Category 4' Says Fitch
------------------------------------------------------------
The Argentine arm of Fitch Ratings maintains its 'Category 4'
classification on the ordinary shares of Buenos Aires subway
operator Metrovias, reports Business News Americas.

Metrovias holds an exclusive concession to transport passengers
in Buenos Aires until 2017. But according to Fitch, the
uncertainty associated with the redefinition of its contract is
affecting the Company.

The Company, a division of local infrastructure and services
Company Clisa, reported a ARS15-million (US$5mn) net loss in the
first half, compared to a ARS100,000 net loss in 1H03.


PAPELERA WILDE: Seeks Reorganization Approval From Court
--------------------------------------------------------
Court no. 13 of Buenos Aires' civil and commercial tribunal is
currently reviewing the merits of the reorganization petition
filed by Papelera Wilde S.R.L. Argentine daily La Nacion reports
that the Company has liabilities amounting to US$499,049.84.

The reorganization petition, if granted by the Court, will allow
the Company to negotiate a settlement with its creditors in
order to avoid a straight liquidation.

CONTACT: Papelera Wilde S.R.L.
         Teniente Gral. Juan Domingo Peron 1215
         Buenos Aires


PLAZA VENEZIA: Liquidates Assets to Pay Debts
---------------------------------------------
Buenos Aires-based Plaza Venezia S.R.L. will begin liquidating
its assets following the bankruptcy pronouncement issued by
Court no. 23 of the city's civil and commercial tribunal.

Infobae reports that the ruling places the Company under the
supervision of Court-appointed trustee, Mr. Mauricio Federico
Nudelman. The trustee will verify creditors' proofs of claims
until November 29. The validated claims will be presented in
Court as individual reports on February 11, 2005.

The trustee will also submit a general report, containing a
summary of the Company's financial status as well as relevant
events pertaining to the bankruptcy on March 29, 2005.

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

CONTACT: Plaza Venezia S.R.L.
         Avda Rivadavia 6499
         Buenos Aires

         Mr. Mauricio Federico Nudelman, Trustee
         Lavalle 2024
         Buenos Aires


TELEFONICA DE ARGENTINA/TELECOM ARGENTINA: Facing Strike Threat
---------------------------------------------------------------
Pursuing a 25% salary hike, some 8,000 workers at fixed-line
carriers Telecom Argentina (TEO) and Telefonica de Argentina
(TAR) will hold a 24-hour strike Wednesday, reports Dow Jones
Newswires.

The strike could go beyond Wednesday as the Federation of
Telephonic Workers and Employees, known in Spanish as Foetra, is
planning "permanent assemblies" Thursday and Friday.

Home repairs and over-the-phone customer service, are expected
to be disrupted by the planned strike as the 8,000 workers are
call center employees, cable technicians and administrative
personnel, according to Foetra spokesman Sergio Sosto.

Telecom Argentina has asked the Labor Ministry to intervene in
the salary dispute, while an unnamed official of Telefonica de
Argentina official said his Company is "always in dialogue - we
ask for a rapprochement of all parties."

CONTACT:  TELECOM ARGENTINA S.A.
          Alicia Moreau de Justo 50, 10th Floor
          Capital Federal (1107) Republica Argentina
          Phone: +54 11 4968 4000
          Home Page: http://www.telecom.com.ar

          Contacts:
          Alberto J. Ricciardi, Chief Financial Officer
          Elvira Lazzati, Finance Director
          Pedro Insussarry, Investor Relations Manager
          Phone: (5411) 4968-3626/3627
          Fax: (5411) 4313-5842/3109
          E-mail: inversores@intersrv.telecom.com.ar

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


TRANSENER: S&P Maintains `raD' Rating on $525M of Bonds
-------------------------------------------------------
Standard & Poor's International Ratings, Ltd. Sucursal Argentina
maintains an `raD' rating on US$525 million worth of corporate
bonds issued by Transener S.A., says the CNV.

The bonds, which remain in default level, are described as
"Programa Global de Obligaciones Negociables simples no
convertibles en acciones, aprobado por Asamblea Gral. de
Accionistas de fecha Julio de 2001." These bonds, which were
issued under Program, matured in March last year.

The rating action is based on the Company's financial health as
of June 30, 2004.


VICTORIO CARONELLO: Asks Court for Reorganization
-------------------------------------------------
Victorio Caronello e Hijos S.A., a wood parquet flooring
manufacturer in Buenos Aires, requested for reorganization after
failing to pay liabilities since April 1, 2004.

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

The case is pending before Court no. 18 of Buenos Aires' civil
and commercial tribunal. Clerk no. 35 assists the Court with the
proceedings.

CONTACT: Victorio Caronello e Hijos S.A.
         Esmeralda 339
         Buenos Aires



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

DIMON: Moody's Confirms Ratings, Assigns Stable Outlook
-------------------------------------------------------
Moody's Investors Service confirmed the ratings of Dimon
Incorporated, concluding a review initiated on October 13, 2004.

The ratings confirmed are the B2 issuer rating, B1 senior
implied rating, B1 rating on US$200 million senior notes due
2011, and B1 rating on US$125 million senior notes due 2013.

The rating outlook is stable.

Moody's said the confirmation reflects the stabilization of
liquidity brought by the waivers and amendments granted by
bondholders and banks of Dimon's technical defaults on its bonds
and bank facilities.

On November 1, 2004, Dimon obtained a waiver of the defaults
under all debt, and an amendment under the indenture allowing it
to make dividend payments not to exceed US$3.525 million in any
quarter without regard to a consolidated interest coverage ratio
test until June 30, 2005.

The stable outlook reflects Moody's expectation of an
improvement in Dimon's cash flow over performance in the first
three quarters of fiscal 2005. At the end of the first quarter
of 2005, retained cash flow (after working capital) minus
capital expenditures was at $(19) million, reflecting a more
difficult operating environment for Dimon in Brazil.

Danville, Virginia-based Dimon is the world's second largest
dealer of leaf tobacco with operations in more than 30
countries. At the end of the first quarter of facial year 2005,
its total last twelve months revenue was US$1.2 billion.


DIRECTV GROUP: Revenues Rise 20% in 3Q04
----------------------------------------
The DIRECTV Group, Inc. (NYSE:DTV) reported Tuesday that third
quarter revenues increased 20% to $2.86 billion and operating
loss before depreciation and amortization (1) was $1.35 billion
compared to operating profit before depreciation and
amortization of $202 million in last year's third quarter. In
addition, The DIRECTV Group reported a third quarter 2004
operating loss of $1.55 billion and net loss of $1.01 billion
compared with an operating profit of $8 million and a net loss
of $23 million in the same period last year. Included in the
third quarter 2004 net loss is a $903 million non-cash after-tax
impairment charge related to the SPACEWAY assets.

Also in the quarter, DIRECTV U.S. added an all-time record 1.077
million gross owned and operated subscribers (2), 33% more than
in the third quarter of 2003. After accounting for a monthly
churn rate of 1.67%, net owned and operated subscriber additions
of 484,000 also established a record and increased 49% compared
to the same period last year. DIRECTV U.S. revenues increased
30% to $2.51 billion driven in part by a 4% increase in average
monthly revenue per subscriber (ARPU) to $66.46. DIRECTV U.S.
operating profit before depreciation and amortization and
operating profit were $145 million and $3 million, respectively,
compared with operating profit before depreciation and
amortization of $235 million and operating profit of $112
million in the same period last year.

"The strong momentum DIRECTV U.S. enjoyed in the first half of
this year carried over to the third quarter as DIRECTV, for the
first time ever, added more than 1 million gross owned and
operated customers in a quarter," said Chase Carey, president
and CEO of The DIRECTV Group. "This unprecedented demand
contributed to a record 484,000 net owned and operated
subscribers, marking the fourth consecutive quarter in which we
have added more than 400,000 net new customers."

Carey continued, "Throughout this year we have taken steps to
strengthen DIRECTV and we made considerable progress last
quarter with the acquisition of the subscribers of Pegasus
Satellite Television (Pegasus) and the National Rural
Telecommunications Cooperative (NRTC). Since the close of these
transactions in late August, we have completed the migration of
the Pegasus subscribers to our platform and have quickly made
improvements in the former NRTC territories by offering
customers the full benefits of DIRECTV's distribution, pricing
and service. With these improvements, we now look forward to
growing our subscriber base in these rural areas."

Carey added, "While we are pleased with DIRECTV's performance in
the quarter, we recognize that there continues to be room for
improvement in areas such as managing our customer churn and
operating margins, and we are committed to making these
improvements and positioning DIRECTV for long-term success."

           THE DIRECTV GROUP'S OPERATIONAL REVIEW

  ---------------------------------------------------------
                                Three Months   Nine Months
                                   Ended          Ended
                                September 30,  September 30,
                               -----------------------------
                                2004   2003    2004   2003
  ----------------------------------------------------------
  Revenues ($M)               $2,862 $2,379  $7,998 $6,618
  ----------------------------------------------------------
  Operating Profit (Loss)
  Before Depreciation and
  Amortization( 1) ($M)       (1,350)   202  (1,117)   606
  ----------------------------------------------------------
  Operating Profit
   (Loss) ($M)                (1,550)     8  (1,674)    40
  ----------------------------------------------------------
  Net Loss ($M)               (1,009)   (23) (1,661)   (52)
  ----------------------------------------------------------
  Loss Per
  Common Share (3) ($)         (0.73) (0.02)  (1.20) (0.04)
  ----------------------------------------------------------
  Cash Flow(4) ($M)            1,474     61   1,787    139
  ----------------------------------------------------------

Third Quarter Review

Special Items. Recently The DIRECTV Group announced plans to
significantly expand its programming capacity for local and
national high-definition channels by launching four new
satellites over the next 3 years. The first two of these
satellites, SPACEWAY 1 and SPACEWAY 2, were recently
reconfigured to offer video services as their primary
application for DIRECTV U.S. This decision triggered a
requirement to test the SPACEWAY assets for impairment. A
valuation analysis showed that the assets were impaired and that
their book value of approximately $1.9 billion exceeded fair
value for use in the Company's U.S. direct-to-home broadcast
business by approximately $1.47 billion ($903 million after-
tax), which was recorded as a non-cash charge in the third
quarter (reflected in "Asset impairment charge" on the
Consolidated Statements of Income).

In connection with The DIRECTV Group's increasing focus on its
direct-to-home television businesses, beginning in the third
quarter of 2004, the Company changed the categories of operating
costs and expenses included in its Consolidated Statements of
Income to a presentation designed to increase clarity and ease
of understanding of the direct-to-home businesses. Also in the
third quarter, The DIRECTV Group began reporting DIRECTV U.S.
and DIRECTV Latin America, which previously comprised the
Direct-To-Home Broadcast segment, as separately reportable
segments. Prior period financial statements and segment
information have been reclassified to conform to the current
period presentation.

Operational Review. In the third quarter of 2004, The DIRECTV
Group's revenues of $2.86 billion increased 20% compared to the
third quarter of 2003 driven principally by strong subscriber
growth and increased ARPU at DIRECTV U.S., as well as the
addition of the recently purchased NRTC and Pegasus subscribers.
These changes were partially offset by the absence of DIRECTV(R)
set-top receiver revenues at Hughes Network Systems (HNS) due to
the sale of the set-top box manufacturing business in June 2004.

The operating loss before depreciation and amortization of $1.35
billion and the operating loss of $1.55 billion were primarily
due to the SPACEWAY impairment charge, increased subscriber
acquisition costs related to the record gross subscriber
additions and higher acquisition costs per subscriber (SAC), as
well as higher upgrade and retention costs at DIRECTV U.S. These
changes were partially offset by the increase in gross profit
generated from the higher revenues at DIRECTV U.S. and improved
operating performance at DIRECTV Latin America mostly related to
its lower post-bankruptcy cost structure.

The DIRECTV Group reported a third quarter 2004 net loss of
$1.01 billion primarily due to the operating loss described
above and a $204 million after-tax loss (reflected in "Income
(loss) from discontinued operations, net of taxes") relating
primarily to the final price received for the sale of PanAmSat
in the third quarter. These changes were partially offset by a
higher income tax benefit associated primarily with the SPACEWAY
impairment charge, a $91 million after-tax gain (reflected in
"Income (loss) from discontinued operations, net of taxes")
associated with the sale of Hughes Software Systems (HSS was a
55% owned subsidiary of HNS) in 2004 and last year's $65 million
after-tax charge for a cumulative effect of accounting change
related to the adoption of FASB Interpretation No. 46,
"Consolidation of Variable Interest Entities" (FIN-46).

Year-To-Date Review

For the first nine months of 2004, The DIRECTV Group's revenues
increased 21% to $8.00 billion principally due to the larger
subscriber base and higher ARPU at DIRECTV U.S. The operating
loss before depreciation and amortization of $1.12 billion and
the operating loss of $1.67 billion were primarily due to the
SPACEWAY impairment charge, increased DIRECTV U.S.' subscriber
acquisition costs related to the record gross subscriber
additions and higher SAC, as well as higher upgrade and
retention and costs. Also impacting the period were charges of
$145 million associated with severance, stock-based compensation
expenses, and employee retention plans. These changes were
partially offset by the increase in gross profit generated from
the higher revenues at DIRECTV U.S. and improved operating
performance at DIRECTV Latin America mostly related to its lower
post-bankruptcy cost structure.

The DIRECTV Group reported a net loss of $1.66 billion for the
first nine months of 2004 mostly due to the operating loss
described above, an after-tax loss of $724 million primarily
related to the sale of PanAmSat (reflected in "Income (loss)
from discontinued operations, net of taxes"), and a $311 million
non-cash after-tax charge related to a change in accounting for
subscriber acquisition, upgrade and retention costs at DIRECTV
U.S. (reflected in "Cumulative effect of accounting changes, net
of taxes").

These declines were partially offset by a higher income tax
benefit primarily associated with the SPACEWAY impairment
charge, a pre-tax gain of $387 million related to the sale of
approximately 19 million shares of XM Satellite Radio common
stock, a $91 million after-tax gain associated with the HSS sale
(reflected in "Income (loss) from discontinued operations, net
of taxes"), a $43 million net pre-tax gain resulting primarily
from the restructuring of certain contracts in connection with
the completed DIRECTV Latin America, LLC bankruptcy proceedings,
as well as higher net interest expense in 2003 related primarily
to a $19 million write-off of debt issuance costs and interest
accrued on the Boeing purchase price adjustment as well as lower
net debt and interest rates in 2004.

      THIRD QUARTER SEGMENT FINANCIAL REVIEW

                DIRECTV U.S. Segment

During the third quarter of 2004, DIRECTV U.S. completed the
purchase of Pegasus and NRTC member subscribers and certain
related assets for approximately $1.38 billion. The total cash
consideration paid in the quarter for these 1.4 million
subscribers was approximately $959 million, which is net of
approximately $220 million owed DIRECTV U.S. by Pegasus, and an
additional $197 million, plus interest, that DIRECTV U.S. will
pay to certain NRTC members over the next seven years.
Separately, but also related to these transactions, DIRECTV U.S.
purchased the NRTC contract rights in June 2004 for $322 million
which will be paid, plus interest, over the next seven years.

For the third quarter and consistent with prior presentations,
DIRECTV U.S. will separately report subscriber additions for
both owned and operated and NRTC territories. However, beginning
in the fourth quarter of 2004, DIRECTV U.S. will report all of
its subscribers as owned and operated.

DIRECTV U.S. gross owned and operated subscriber additions
increased by 33% to an all-time record of 1,077,000 in the third
quarter of 2004 due to higher penetration rates in local channel
markets, more attractive consumer promotions and an improved and
more diverse distribution network. Not included in this total
were an additional 76,000 subscribers acquired by DIRECTV U.S.
in former NRTC territories during the quarter. Average monthly
subscriber churn in owned and operated territories increased to
1.67% in the quarter due to a combination of factors including a
more competitive marketplace and higher involuntary churn mostly
related to the tremendous increase in gross subscriber additions
over the past several quarters. After accounting for churn,
DIRECTV U.S. added a record 484,000 net owned and operated
subscribers in the quarter, an increase of 49% over the same
period last year.

  -----------------------------------------------------------
                                          Three Months
  DIRECTV U.S.                               Ended
                                          September 30,
                                         --------------
                                           2004   2003
  ------------------------------------------------------------
  Revenue ($M)                            $2,507 $1,932
  ------------------------------------------------------------
  Average Monthly Revenue per
   Subscriber (ARPU) ($)                   66.46  63.69
  ------------------------------------------------------------
  Operating Profit Before
  Depreciation and Amortization ($M)         145    235
  ------------------------------------------------------------
  Operating Profit ($M)                        3    112
  ------------------------------------------------------------
  Cash Flow ($M)                           (1,139)    80
  ------------------------------------------------------------

  ------------------------------------------------------------
  Gross Owned & Operated
  Subscriber Additions (000's)              1,077    811
  ------------------------------------------------------------
  Average Monthly Owned and
   Operated Subscriber Churn                1.67%  1.60%
  ------------------------------------------------------------
  Net Owned & Operated
  Subscriber Additions (000's)                484    326
  ------------------------------------------------------------

As of September 30, 2004, the total number of DIRECTV owned and
operated subscribers was 12.08 million representing an annual
growth rate of 18% compared to the 10.28 million subscribers on
September 30, 2003. In the third quarter, the total number of
subscribers in former NRTC territories fell by 28,000 reducing
the number of former NRTC subscribers to 1.42 million on
September 30, 2004, compared to 1.57 million at the end of the
same period last year. The DIRECTV U.S. platform had 13.50
million total subscribers as of September 30, 2004.

DIRECTV U.S. generated quarterly revenues of $2.51 billion, an
increase of 30% compared to last year's third quarter revenues.
The increase was due to continued strong subscriber growth,
higher ARPU and the consolidation of the full economics of the
former NRTC and Pegasus subscribers for a portion of the
quarter. ARPU increased $2.77 to $66.46, or 4% higher than the
third quarter of 2003 primarily due to a March 2004 programming
package price increase, higher mirroring fees from an increase
in the average number of set-top receivers per customer and an
increase in the percentage of customers subscribing to local
channels. These ARPU improvements were partially offset by the
impact from the consolidation of the former NRTC and Pegasus
subscribers for a portion of the quarter, primarily due to the
lower ARPU received from these subscribers.

Operating profit before depreciation and amortization and
operating profit for the third quarter of 2004 declined to $145
million and $3 million, respectively, due to increased
subscriber acquisition costs related to the record gross
subscriber additions including the additional 76,000 subscribers
acquired in former NRTC territories and higher SAC resulting
from an increase in the average number of set-top boxes and
digital video recorders (DVRs) purchased by new subscribers.
Also impacting the quarter was higher upgrade and retention
expenses due to an increase in the number of existing customers
taking DVRs, high-definition equipment, the movers program,
local channel equipment upgrades and additional set-top
receivers. These higher costs were partially offset by the
increase in gross profit generated from the higher revenues. In
addition, operating profit was negatively impacted by additional
amortization expense resulting from the NRTC and Pegasus
subscriber purchases in the quarter.

DIRECTV Latin America Segment

On October 11, 2004, The DIRECTV Group announced a series of
transactions with News Corporation, Grupo Televisa, Globo and
Liberty Media that will result in the reorganization of the
companies' direct-to-home (DTH) satellite TV platforms in Latin
America. The transactions are designed to ensure the long-term
success of DIRECTV Latin America (which is 86% owned by The
DIRECTV Group) and Sky Latin America by consolidating the two
DTH platforms into a single platform in each of the major
territories served in the region. In aggregate, The DIRECTV
Group is paying approximately $580 million in cash for the News
Corp. and Liberty Media equity stakes in the Sky platforms, of
which approximately $400 million was paid in October 2004.

  --------------------------------------------------------------
                                                 Three Months
  DIRECTV Latin America                      Ended September 30,
                                             -------------------
                                                2004      2003
  --------------------------------------------------------------
  Revenue ($M)                                  $163      $155
  --------------------------------------------------------------
  Operating Profit (Loss)
  Before Depreciation and
  Amortization ($M)                              26       (17)
  --------------------------------------------------------------
  Operating Loss ($M)                           (19)      (74)
  --------------------------------------------------------------
  Net Subscriber Additions
  (Losses) (000's)                               15       (44)
  --------------------------------------------------------------

In the third quarter of 2004, DIRECTV Latin America added 15,000
net subscribers compared with a net loss of 44,000 subscribers
last year reflecting continued stable economic conditions in the
region. The total number of DIRECTV subscribers in Latin America
as of September 30, 2004 was 1.55 million compared with 1.45
million on September 30, 2003.

Revenues for DIRECTV Latin America increased 5% to $163 million
in the quarter primarily due to the larger subscriber base. The
improvements in DIRECTV Latin America's third quarter 2004
operating profit before depreciation and amortization to $26
million and operating loss to $19 million are primarily
attributed to its lower post-bankruptcy cost structure following
its emergence from bankruptcy in February 2004.

Network Systems Segment

During the second quarter of 2004, The DIRECTV Group announced
the sale of its interest in Hughes Software Systems (HSS was a
55% owned subsidiary of HNS) and received $227 million in cash.
Beginning in the second quarter of 2004, the Network Systems
segment excludes the financial results of HSS for all periods
presented. The DIRECTV Group now reports HSS as a discontinued
operation in the consolidated financial statements. At the close
of the sale in the third quarter, The DIRECTV Group recorded a
$91 million after-tax gain (reflected in "Income (loss) from
discontinued operations, net of taxes").

On June 22, 2004, The DIRECTV Group entered into an agreement
with Thomson Inc. for a long-term supply and development
agreement which included the sale of HNS' set-top box
manufacturing business. Due to the significant continuing cash
flows associated with this new agreement, the set-top box
manufacturing business is not reported as a discontinued
operation, and is included in the Network Systems segment's
financial results for 2003 and through June 22, 2004.

  ------------------------------------------------------------
                                             Three Months
  HNS                                    Ended September 30,
                                         -------------------
                                           2004      2003
  ----------------------------------------------------------
  Revenue ($M)                             $195      $339
  ----------------------------------------------------------
  Operating Loss Before
  Depreciation and Amortization ($M)     (1,481)        0
  ----------------------------------------------------------
  Operating Loss ($M)                    (1,495)      (18)
  ----------------------------------------------------------

The revenue decline was primarily due to the sale of the HNS
set-top box business to Thomson discussed above. The operating
loss before depreciation and amortization and operating loss
were principally due to the SPACEWAY impairment charge of $1.47
billion.

                  BALANCE SHEET AND CASH FLOW
  -------------------------------------------------------------
                                      September 30, December 31,
                                      --------------------------
                                          2004        2003
  --------------------------------------------------------------
  Cash and Cash Equivalents ($B)          $3.31       $1.72
  --------------------------------------------------------------
  Total Debt ($B)                          2.43        2.66
  --------------------------------------------------------------
  Net Debt/(Cash) ($B)                     (0.88)       0.94
  --------------------------------------------------------------

In the first nine months of 2004, The DIRECTV Group's
consolidated cash balance increased by $1.59 billion to $3.31
billion and total debt declined by $228 million to $2.43 billion
compared to the December 31, 2003 balances. During this period,
The DIRECTV Group had positive cash flow (4) of $1.79 billion.
The primary sources of cash were the sale of PanAmSat for $2.64
billion, the sale of XM Satellite Radio shares for $478 million,
the execution of the supply and development contract and sale of
HNS' set-top box assets to Thomson for $250 million, and the
sale of HSS for $227 million. The primary uses of cash were for
the purchase of Pegasus and NRTC subscribers totaling (net of
amounts owed DIRECTV by Pegasus) approximately $959 million,
capital expenditures (primarily at DIRECTV U.S.) of $764
million, payments of $204 million to creditors of DIRECTV Latin
America, LLC associated with its emergence from bankruptcy and a
required payment by DIRECTV U.S. of $201 million on its term
loan facility.

FOOTNOTES

(1) Operating profit (loss) before depreciation and
amortization, which is a non-GAAP financial measure, should be
used in conjunction with other GAAP financial measures and is
not presented as an alternative measure of operating results, as
determined in accordance with accounting principles generally
accepted in the United States of America. Please see each of The
DIRECTV Group's and DIRECTV Holdings LLC's Annual Reports on
Form 10-K for the year ended December 31, 2003 for further
discussion of operating profit (loss) before depreciation and
amortization. Operating profit before depreciation and
amortization margin is calculated by dividing operating profit
before depreciation and amortization by total revenues.

(2) Owned and operated subscribers exclude subscribers attained
in the former NRTC and Pegasus territories (see the DIRECTV U.S.
section of this earnings release for a more detailed summary of
the NRTC and Pegasus transactions). Beginning in the fourth
quarter of 2004, DIRECTV U.S. will report all of its subscribers
as owned and operated.

(3) Earnings (loss) per common share is calculated using the
weighted average number of common shares outstanding, which was
calculated using the number of The DIRECTV Group's common shares
outstanding from January 1, 2004 through September 30, 2004 and
the number of shares in the GM Class H Dividend Base in the
prior period.

(4) Cash Flow is defined as "Net cash provided by (used in)
operating activities" plus "Net cash provided by (used in)
investing activities."

To view financial statements:
http://bankrupt.com/misc/DTV.htm

CONTACTS: The DIRECTV Group, Inc.
          Mr. Bob Marsocci (Media)
          Phone: 310-964-4656
                     or
          Investor Relations
          Phone: 310-964-0808


VASP: Needs New Settlement Plan to Avoid Grounding
--------------------------------------------------
Unpaid airport fees and mounting maintenance costs continue to
buffet Brazilian carrier Vasp even as it fights to stay afloat
amidst a US$887 million debt.

Flight International reports that the beleaguered carrier is
scrambling to formulate a new debt plan under threat of imminent
grounding by the Brazilian government. The Company has been
given a six-month stay of execution in order to draw-up the new
proposal.

Vasp faces a bankruptcy suit filed by engine overhaul enterprise
GE Celma with the Sao Paulo Court. GE Celma claims that the
Company had been unable to pay US$3.1 million for overhaul and
maintenance services performed over the last two years.

In addition, the airline also has to make daily payments for
aircraft fuel as well as air fees after local suppliers and
airport administration authority Infraero declared that fuel and
services would be provided only against daily payments.

Vasp's troubles are further aggravated by the grounding of six
of its Boeing 737-200's for failing to comply with the local
aviation authority's airworthiness directives. In late
September, spare parts shortages and scheduled maintenance work
also led to the grounding of three aircrafts.

In the wake of the airline's financial woes, a total of 380
employees have lost their jobs, including its entire Airbus A300
flight and cabin crew staff. Vasp has also removed seven routes
from its network.



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

ENERSIS: 3Q04 Results Show 10.7% Improvement in Net Income
----------------------------------------------------------
Net Income grew 36.3%, based on an important 10.7% improvement
in Operating Income, as well as a 20.6% increase in Non
Operating Income.

Operating Income improved basically as a consequence of higher
Operating Income in our:

- Generation subsidiaries in Colombia and Brazil
- Distribution subsidiaries in Colombia and Argentina

Non operating income also improved, and mainly due to a:

- 21.1% reduction in net financial expenses
- 33.5% increase in net income from related companies

Physical sales confirmed the increasing trend exhibited during
2004, based on the recovery of the economy, confirming the trend
shown since 2H 2003:

- Physical sales in generation increased 4.8%, from 38,104 GWh
to 39,939 GWh
- Physical sales in distribution increased 5.6%, from 36,846 GWh
to 38,905 GWh

As in previous quarters, our client base grew again, adding more
than 400,000 new clients to be served by our distribution
subsidiaries.

Demand for electricity showed a sustained growth in all our
concession areas, as follows:

- Argentina: 5.2%
- Brazil: 4.5%
- Chile: 8.2%
- Colombia: 4.2%
- Peru: 6.7%

As result of our efforts to improve the efficiency in our
distribution business, labor productivity increased 7.0%, from
1,423 clients per employee in September 2003, up to 1,523
clients per employee.

In Chile, two important facts took place in the generation
business:

- The new hydroelectric power plant Ralco started its
operations, whose installed capacity resulted greater than
originally expected.

- Endesa's average regulated tariff adjustment resulted in a
4.3% increase in US$ and 6.5% in Ch$.

As planned, indebtedness was reduced by US$ 310 million.

GENERAL INFORMATION

Enersis (NYSE: ENI), announced consolidated financial results
for nine months, ended September 30, 2004. All figures are in
both, US$ and Ch$, and in accordance to Chilean Generally
Accepted Accounting Principles (Chilean GAAP) as shown in the
standardized form required by Chilean authorities (FECU).
Variations refer to September 30, 2003, and figures have been
adjusted by the CPI variation between both periods, equal to
1.6%.

For the purpose of converting Chilean pesos (Ch$) into US
dollars (US$), we have used the exchange rate prevailing as of
September 30, 2004, equal to US$1 = Ch$608.90, which compared to
the exchange rate of US$1 = Ch$660.97, represents a Chilean peso
appreciation of 7.9% against the US$.

The consolidation includes the following investment vehicles and
companies:

a) In Chile: Endesa Chile (NYSE: EOC), Chilectra, Synapsis, CAM
Ltd. and Inm. Manso de Velasco.

b) Outside Chile: Distrilima (Peru), Cerj and Investluz
(Brazil), Edesur (Argentina), Luz de Bogota (Colombia) and
Enersis Internacional.

MARKET INFORMATION

EQUITY MARKET

The improved risk perception of the Latin-American macroeconomic
situation, together with the recovery in demand for electricity
in the majority of the areas under concession is reflected in a
sustained growth in the liquidity of the Enersis shares, both on
the local market and on the New York Stock Exchange through the
ADRs.

- Over the last 12 months, the stock price has risen over 16.5%,
from Ch$75.25 to Ch$87.70.

- Over the last 12 months, the ADR price has risen over 25%,
from US$5.78 to US$7.24, compared very favorably respect to the
8.7% variation of the Dow Jones for the same period.

- Over the last 12 months, the Enersis unit price has raised
over 19%, from ? 4.92 to ? 5.86.

DEBT MARKET

The risk perception of the bondholders has improved after the
uncertainty produced by the gas crisis abated, returning to
prices over 100% of par value, as suggested in the following
chart. This reflects the confidence in the capacity of Enersis
to pay, in time and form its debt.

RISK RATING CLASSIFICATION

INTERNATIONAL RISK RATING CLASSIFICATION:

Standard & Poor's: BBB- / Stable

Rationale:
"The BBB- corporate credit rating on Enersis reflects its solid
business position in Chile and significantly improved financial
profile, offset by the weak performance of its investments in
Argentina and Brazil".

Fitch: BBB- / Stable

Rationale:
"The ratings and Rating Outlook of Enersis reflect the success
of the Company's financial strategy implemented during 2003 and
early 2004, which resulted in an improved capital structure and
increased financial flexibility consistent with Fitch Ratings'
expectations".

Moody's: Ba2 / Stable

Rationale:
"The Ba2 senior unsecured rating reflects improvements in
operating and financial performance including a significant
decrease in balance sheet leverage resulting from an increase in
equity and a reduction in consolidated debt, and continued
improvements in the performance of Enersis' 60% subsidiary,
Endesa Chile."

LOCAL RISK RATING CLASSIFICATION:
Feller Rate: A+ / Stable
Fitch: A / Stable
Humphrey's: BBB / Stable


CONSOLIDATED INCOME STATEMENT ANALYSIS (As seen in the FECU)

NET INCOME

As of September 30, 2004, the Company registered a Net Income of
$35.354 million which, compared to the $25.945 million as of the
same date last year, reflects an increase of $9.409 million.
This variation is explained as follows:

OPERATING INCOME

Activities of Enersis are developed through subsidiaries in 5
different countries where the Company operates. Core business of
the Company are Generation and Distribution of electricity.

The Company's Operating Income as of September 30th., of this
year amounted to $481,344 million, reflecting an increase of
$46,618 million, or 10.7%. This increase is principally due to
an important rise in operating income in the Generating
subsidiaries in Colombia and Brazil and Distribution
subsidiaries in Colombia and Argentina.

If we deduct the effects of the revaluation of the Chilean Peso
against the US Dollar, which rose in value by 7.9% between
September 30, 2003 and September 30, 2004 from $660,97 to
$608,90, respectively, the increase in the Operating Income
would have been 16.9%.

NON-OPERATING INCOME

The Company's non-operating result improved by $66,856 million
or 20.6% partially recovering from a loss of $324,209 million as
of September 30, 2003 to a loss of $257,353 million as of
September 30 of this year.

Financial expenses net of financial income decreased by $58,177
million or 21.1% from a net expense of $275,156 million as of
September 30, 2003 to a net expense of $216,979 million in this
period. This decrease in expenses is principally due to the
reduction in debt that the group has experienced during the past
15 months.

Nine Months 2004 - Consolidated Income Statement Analysis

Income from investments in related companies shows an increase
of $7,119 million or 33.5%, rising from a profit of $21,246
million as of September 2003 to a profit of $28,365 million as
of September 2004.

This is due fundamentally to the increase of $9,762 million in
the results registered in the affiliate Central Generadora de
Fortaleza (CGTF) as a result of the initiation of the operations
of the plant at the beginning of the year.

Amortization on positive goodwill remains at the same levels
with no significant variations. This amounted to $39,725
million, a reduction of 2.9%. The reduced amortization is due to
the effect of the Chilean Peso exchange rate on the foreign
subsidiaries controlled in US Dollars and that have a positive
goodwill.

Net other non-operating income and expenses fell by $19,289
million from a loss of $21,485 million in September 2003 to a
loss of $40,774 million as of September 2004. The principal
reasons for this variation are the following:

- A decrease of $66,561 million in profits on the sale of
investments.
- A rise to $4,796 million in the Equity Tax in Colombia
corresponding to 1.2% which is applied to all the companies
based in Colombia.
- An increase of $7,634 million in provisions on obsolescence
and write off of fixed assets.
- A reduction of $4,587 million in dividends from affiliated
companies.

The above was partially compensated by the following:

-  reduction of $30,264 million in losses as a result of the
adjustment on the conversion to Chilean norms following the
application of Technical Bulletin N§ 64, mainly on the
subsidiaries in Brazil. This was mainly caused by the
appreciation of the Brazilian Real against the US Dollar during
the year 2003 and its impact on the structure of the monetary
assets and liabilities.
- A reduction of $14,211 million in provisions on contingencies
and lawsuits.
- A reduction of $9,636 million in Brazilian Pension Schemes.

Indemnity of $8,112 million received by Edesur from Alstom-
Pirelli on the case involving the Azopardo sub-station.

Price-level restatement and foreign exchange differences show an
increase of $19,665 million respect to the same period of last
year, rising from a loss of $7,904 million as of September 30,
2003 to profit of $11,761 million during the current period.
This is principally due to the effects of holding, during this
period, an active position in US Dollars and the nominal
devaluation of 2.5% of the Chilean Peso as of September 30, 2004
as compared to the revaluation of the Chilean Peso of 8.0% as of
the same date of the year before. These effects were compensated
to a large extent by exchange insurance maintained by the
Company.

Income Tax and Deferred Taxes

As of September 30, 2004, the Company shows an increase of
$47,897 million in respect of the previous year rising from
$78,649 million in tax expenses as of September 2003 to an
expense of $126,546 million in the current period.

The reduction of $2,809 million in income tax is explained
mainly by the fact that in the year 2003 the Company
incorporated the tax on the profit resulting from the sale of
its investments in R”o Maipo, Canutillar and Infraestructura
2000 amounting to $27,253 million. This was partially
compensated by the increase in taxes this year due to the
increase of $12,956 million and $5,261 million in taxable
profits in the subsidiaries, Codensa and Emgesa, respectively,
and the rise in the subsidiaries Cerj by $3,828 million and in
Chilectra by $2,017 million.

With regard to deferred taxes, these show a negative variation
of $50,706 million, explained mainly by the generating
subsidiaries in Argentina (Central Costanera and Chocon) for
$35,222 million.

This is the outcome of the fact that in June 2003 the companies
registered for the first time the effects of tax losses (mainly
the devaluation of the Argentine Peso) that the companies had as
of that date ($24,332 million in profits from deferred taxes).

However, as a result of the recovery in the exchange rate and of
the improved results of the companies, the tax loss has reduced,
reflecting losses of $10,501 million as of September 2004 due to
the reversal in deferred taxes. Other significant effects were
the increase of $8,343 million in expenses from deferred taxes
in Enersis, $5,167 million in Edelnor, $5,384 million in Endesa
Chile and $5,232 million in Edegel.

Amortization on negative goodwill amounted to $13,588 million
which, when compared to the same period of the previous year,
reflects a reduction of $35,014 million. The reduction in the
amortization is explained by the acceleration that took place in
2003 of the greater added value following the investment in Cerj
that same year.

Liquidity ratio as of September 30, 2004 was 1.43, a 37.5%
improvement over the ratio as of the same date in the previous
year. This reflects the improved financial situation of the
Company.

Leverage ratio as of September 30, 2004 was 0.83 times,
reflecting a slight decrease respect to the same period of the
year 2003. This reduction is mainly due to the capital increase
during the second preferential option period that took place in
December, 2003 and to the effects of the exchange rate, given
that a large proportion of the debt is indexed to the US Dollar.

On the other hand, return on equity amounted to 1.34%. As of the
same date of last year, this was 1.03%. This increase in yield
is the result of a larger profit for the period respect to last
year, compensated by a larger equity as of September, 2004.

Return on assets rose from 0.22% in September, 2003 to 0.32% as
of September, 2004. This increase is basically due to the
improved results for the period and to the reduction in total
assets.

Interest Coverage improved significantly, achieving a ratio
comparable with companies rated A or better.

CONSOLIDATED BALANCE SHEET ANALYSIS:

The Company's total assets reflect a decrease of $874,014
million respect to the same period of the previous year. This is
principally due to:

- A decrease of $779,364 million, or 8.7% in Fixed Assets due
principally to depreciation and to the effect of the exchange
rate on fixed assets of foreign subsidiaries as a result of the
methodology of carrying non-monetary assets in the subsidiaries
established in unstable countries in historic US Dollars as
required by Technical Bulletin N§ 64.

Current assets increased by $251,019 million, due principally to
the following:

- An increase of $114,030 million in short term accounts
receivable from related companies, explained basically by the
maturity within a year of the loan of $119,149 million to
Atacama

- An increase of $59,640 million in sales debtors, mainly in the
subsidiaries, Codensa, and increase of $21,371 million, Cerj of
$14,676 million and Cachoeira Dourada of $8,649 million.

- An increase of $29,800 million in cash and of $33,340 million
in term deposits due to larger deposits in Codensa and Emgesa
for $133,555 million and $47,935 million respectively, to cover
future capital reductions, partially compensated by smaller
deposits in Enersis for $123,912 million that it held as a
result of the capital increase the year before.

- An increase of $20,456 million in recoverable taxes, mainly in
Elesur for $46,878 million, partially compensated by reductions
of $22,074 million in Enersis, $9,382 million in Endesa, $4,609
million in Chilectra and $3,397 million in Coelce.

- An increase of $22,542 million in prepaid expenses, mainly
from Cerj for $19,255 million on the regulatory asset and Lot A.

- A reduction of $53,094 million in sundry debtors due mainly to
the payment from OHL of $38,426 million for the sale of
Infraestructura 2000 and $12,660 million less in prepaid taxes
in Codensa.

Other long term assets show a decrease of $345,668 million,
explained mainly as follows:

- A reduction of $145,816 million in accounts receivable from
related companies, explained basically by the maturity within a
year of the loan of $119,149 million to Atacama Finance
transferred to short term and payment of part of the loan.

- A reduction of $67,501 million in the positive goodwill that
corresponds principally to the amortization of a whole year of
approximately $53,000 million. The difference is the result of
the exchange rate in Chile for the goodwill in the subsidiaries
controlled in Dollars.

- A reduction of $59,843 million in other long term assets due
to the decrease of $46,527 million in deferred commissions and
expenses on loans, a reduction of $23,070 million in the effects
of the valuation to a Fair Price of the derivatives and a
reduction of $5,184 million in post-retirement benefits,
compensated partially by an increase of $11,161 million in
expenses and discounts on bonds.

- A reduction of $48,854 million in Investments in Other
Companies, basically the investment in Empresa Electrica de
Bogota, as a result of the liquidation of Luz de Bogota and the
transfer to minority interests of its holding.

The total borrowings show a reduction of $874,014 million
respect to the same period of the previous year. This is
principally due to:

Current liabilities fell by $140,241 million or 11.9%. Bank
borrowings show a reduction of $77,685 million in the short term
and of $74,321 million in the short-term portion of the long-
term borrowings, respectively, due to the prepayment of loans
for $51,006 million by Edesur and $33,299 million by Luz de
Bogota.

Accounts payable fell by $16,964 million, principally Cerj.
Sundry creditors decreased by $16,609 million, principally
Edegel. These were partially compensated by an increase of
$70,611 million in accounts payable to related companies,
resulting from the purchase of Elesur from Endesa Internacional.

Long term liabilities fell by $458,700 million or 10.5% due to
the reduction of $704,243 million in obligations with banks due
to prepayments of credits and the refinancing of debts with bond
issues and to the reduction of $25,821 million in other long
term liabilities, partially compensated by the increase of
$241,336 million in obligations to the public in order to prepay
bank debts.

Minority interests fell by $395,782 million due to the increase
in the participations in Cerj and Costanera and, in addition, to
the reduction in the investments in the foreign subsidiaries
controlled in Dollars in accordance with Bulletin N§ 64.

Equity increased by $120,709 million respect to September 2003.
This variation is explained principally by the shares
underwritten in regard to the capital increase during the second
preferential option period in the month of December and by the
capitalization of the B1 and B2 bond series.


CONSOLIDATED CASH FLOW ANALYSIS

Operating activities generated a net positive cash flow of
$393,426 million, a decrease of $14,128 million respect to that
obtained as of the same date of the previous year. As of
September 30, 2004 the operating cash flow was mainly comprised
of the profit of $35,354 million for the period, plus the net
charges of $434,701 million to the income statement that do not
represent cash flow and which correspond principally to
depreciation of $301,937 million for the period, write-offs and
provisions for $19,983 million, amortization of positive
goodwill of $39,725 million and the other charges for $67,373
million that do not represent cash flow, amongst which is the
effect of the conversion to Technical Bulletin N§ 64 for $31,789
million.

This was partially compensated by the increase of $42,889
million in assets that represent operating cash flow, the
decrease of $46,025 million in liabilities that affect operating
cash flow and by the credits for $62,889 million that do not
represent cash flow, of which $3,511 million correspond to the
effect of the positive conversion of the foreign subsidiaries.

Financing activities produced a negative cash flow of $136,401
million due mainly to the payment of loans for a value of
$973,550 million, a payment of dividends for $90,574 million,
the payment of Bonds for $16,609 million and other investment
payments for $8,202 million. These are partially compensated by
loans received for $700,769 million, Bonds issued for $232,589
million and other sources of finance for $25,702 million.

Investment activities generated a net negative cash flow of
$156,068 million that correspond mainly to the incorporation of
fixed assets worth $193,591 million, principally related to the
investment being made by Endesa in the Ralco Plant that for this
period amounts to $61,351 million, an investment of $17,030
million in financial instruments and other payments for $1,721
million, partially compensated by other income from investments
for $40,037 million, recovery of loans to related companies for
$12,423 million and by the sale of affiliates for $2,543
million.

ANALYSIS OF THE EXCHANGE RISK AND THE INTEREST RATE

The Company has a high percentage of its credits expressed in US
Dollars as the greater part of its sales in the different
markets where it operates is mainly indexed to that currency.

Nevertheless, the Brazilian and Colombian markets are less
indexed to the Dollar and, therefore, the subsidiaries in those
markets have most of their debt in local currency. In the case
of Argentina, an important proportion of the income is derived
from exports of energy to Brazil and these are indexed to the
Dollar, reducing the exposure to an exchange risk in that
country.

Despite this natural hedge of the exchange risk, in a scenario
of a high volatility of the Dollar, the Company has continued
with its policy of partly covering its debts in Dollars in order
to mitigate the effects of the fluctuations in the exchange rate
on the results. Considering the important reduction in the
accounting mismatch in recent years, achieving prudent levels,
the Company has modified its policy on Dollar-Peso hedging in
order to establish a policy of covering the cash flows, together
with a maximum permissible accounting mismatch, on which hedging
operations will be performed.

As of September 2004, on a consolidated basis, the Company has
hedged in Chile, by means of USD/UF Swap operations, an amount
of US$700 million, compared to US$31 million in forward
contracts as of the same date of the previous year. This
variation is principally due to the modification of the hedging
policy mentioned above.

With regard to interest rate risks, on a consolidated basis, the
Company has a fixed rate/variable rate ratio of approximately
84.5% / 15.5% fixed / variable as of September 30, 2004. The
percentage of debt at a fixed rate has fallen slightly if
compared with the 88% / 12 % ratio as of the same date of the
previous year due to the low level of market interest rates that
have permitted the Company to borrow at more attractive interest
rates.

GENERATION BUSINESS

NET INCOME

Endesa Chile recorded a Net Income of $59,244 million which is
$9,218 million lower than the previous year. This is mainly
explained by:

OPERATING INCOME

Endesa Chile's operating income as of September 30, 2004 came to
$277,091 million, an increase of 0.4% over the result obtained
as of the same date in 2003. This increase in the operating
income in mainly due to the improved results of the operations
in Colombia and Brazil which were partially compensated by the
lower operating income in Chile, Peru and Argentina. During the
current period of 2004, sales amounted to 39,939 GWh,
representing an increase of 4.8% with respect to the same period
of 2003.

In Chile, operating income as of September 2004 amounted to
$104,792 million, a reduction of $14,649 million, or 12%,
respect to the same period of 2003 basically as a result of
lower sales and higher variable operating costs. Total
accumulated physical sales of energy as of September are lower
than the corresponding figure for the year 2003. Nevertheless,
the figure corresponding to the period July to September 2004 is
greater than the figure for the same period of 2003. Generation
of hydroelectricity as of September of this year also reflects a
reduction due to a relative shortage of water supplies during
the first half of the year. However, as in the case of physical
sales, this recovered during the last quarter of the period,
permitting a reduction in operating costs.

In Argentina, the operating income of our subsidiaries during
this period amounted to $26,400 million. When compared to the
$27,652 million achieved during the same period of 2003, this
reflects a decrease of 4.5%.

The operations in Argentina reflect a significant increase of
30% in revenues, amounting to $125,856 million, in response to
an important rise in demand for electric energy. The increase of
52% in sales by Central Costanera, as compared to the same
period of 2003, due to the Costanera plant's capability to
operate not only with natural gas but also with fuel oil, was
compensated by the fall in sales at El Chocon due to the
shortage of water in the Comahue region.

The participation of thermal generation rose from 44% during the
January-September 2003 period to 69% during this period.
Consequently, operating costs grew by 45% to $97,472 million.
The cost of fuel for the period showed a rise of 295% due to the
restrictions on natural gas on the Argentine market that obliged
Costanera to increase its generation with liquid fuels.

In Brazil, our subsidiary, Cachoeira Dourada, obtained an
increase of 71% in its operating revenues which amounted to
$9,951 million as of September 2004, reflecting the achievements
of the Company in its contractual dispute with its principal
client, Celg. Operating income rose by 10% over the same period
of last year, amounting to $31,127 million. Invoices
corresponding to the second half of 2003 were issued and, in
addition, a definite agreement was reached respect to the
payment of the pending debts that Celg had with Cachoeira
Dourada, favored by the announcement made by Aneel, the
Brazilian electricity authority, of an increase in tariffs to
include a percentage to allow for the payment of the debt.
Cachoeira Dourada's physical generation increased by 15% when
compared to the same period of 2003 as a result of the growing
demand and the favorable hydrology.

In Colombia, the accumulated operating income to September 2004
amounted to $94,431 million, an increase of 32% respect to the
result obtained during the same period of 2003. The subsidiary,
Emgesa, produced an operating income of $81,345 million and
Betania of $13,087 million, reflecting increases of $13,694
million and $9,337 million, respectively, when compared to the
same period of the year 2003.

Revenues from sales of energy increased by 15% as a result of a
greater demand on the Colombian market and the ample supplies of
water have permitted our companies in that country to increase
their market share. Physical sales rose by 886 GWh and physical
generation by 1,087 GWh, adding to a smaller contribution from
thermal generation. This permitted a reduction in purchases of
energy and in the cost of fuel in relation to the same period of
2003.

In Peru, the operating income of the subsidiary Edegel as of
September 2004 fell by 20% to $41,516 million. Revenues rose
during the period by $10,130 million or 11% to $103,536 million.

During the same period, physical sales fell respect to 2003 due
to a shortage of water in the region, provoking an increase in
prices which, also affected by the international prices of fuel,
compensated for the fall in physical sales.

However, the lower level of rainfall also affected the Company's
operating costs that increased by $20,286 million respect to the
same period of 2003 to $56,184 million. Edegel's physical
generation of electric energy as of September 2004 fell by 7% to
3,172 GWh. The generation of hydroelectricity also fell by 478
GWh though the generation of thermoelectricity rose by 237 GWh
leading to the increase in the cost of fuel and to larger
purchases of electric energy.

NON OPERATING INCOME

Endesa Chile recorded a Non operating Loss of $125,242 million
which is $3,795 million lower than the previous year.

DISTRIBUTION BUSINESS

HIGHLIGHTS

Chile:

On July 2004, Chilectra and Metro Company (Ferrocarril
Metropolitano) signed an electric supply contract which means
energy sales for about US$80 millions and the delivery of 3,000
GWh of electricity.

Physical sales in our concession area increased by 8.2% during
2004, respect same period 2003.

Brazil:

As of July 2004, Coelce's credit risk is the best of the
Brazilian electric sector. Moody's Investor Service rated the
Company in A3 in the nationale scale and Ba3 in the global scale
for local currency debt.

Clients in our concession area increased by 12.9% during 2004,
respect same period 2003.

On September 2004, Standard & Poor 's changed the Cerj
perspective rating from negative to stable, and confirmed the
corporate credit rating, for local and foreign currency in "BB-"
of its global scale.

Colombia:

Physical sales in our concession area increased by 4.2% during
2004, respect same period 2003. Energy losses decreased for the
first time below 10%, very close to technical losses.

Argentina:

Energy demand has continued growing, showing an increase of 5.2%
when compared to the previous year. On September 2004, Edesur
issued bonds in local currency, by Ar$ 120 million. This is the
first issuance in local currency since the Argentinean crisis.
It is worth mentioning that Edesur was assigned with BBB local
rating from Fitch Ratings.

Peru:

Physical sales in our concession area increased by 6.7% during
2004, respect same period 2003.

OSINERG postponed the deadline to present the information about
the NRV ("New Replacement Value") for distribution companies
related to the 2005-2009 tariff setting process, was changed
from September 30, 2004 to November 30, 2004.

CHILECTRA

Net Income

Chilectra registered a Net Income of $47,697 million, which is
$18,961 million higher than the previous year. This result is
mainly explained by:

Operating Income

Lower Operating Income of $249 million, due to higher selling
and administrative expenses of $4,508 million due to greater
operating and maintenance expenses and a rise in extraordinary
remunerations costs on the laying off of personnel at the
beginning of the year. This reduction is significantly offset
by,

Non-Operating Income

Lower Non-Operating Loss of $44,422 million, due to lower net
loss from related companies of $42,985 million, lower net
financial expenses of $5,349 million, compensated by lower net
of monetary exposure of $3,922 million.

Other

Regarding Negative Goodwill Amortization, it decreased $13,130
million. The minority interest reached $1,517 million.

CERJ

Net Income

Cerj registered a Net Loss of $16,732 million which is $81,404
million lower than the previous year. This result is mainly due
to:

Operating Income

Higher Operating Income of $12,317 million, mainly explained by
higher revenues from sales of $28,999 million, due to physical
sales, which increased by 258 GWh and also the reduction of
energy losses down to 22.9%. This was partially compensated by
higher operating costs of $11,897 million.

Non-Operating income

Lower Non Operating Loss of $70,017 million, mainly explained by
lower net other non operating expenses of $67,391 million,
mainly explained by a lower negative conversion effect of
$46,733 million as a result of the Brazilian Reais appreciation
and the application of the Technical Bulletin Nų64 of Chilean
GAAP. Also net financial expenses were reduced in $1,381 million
and losses from related companies lowered by $1,245 million.

Other

Tax loss increase $930 million compared to the previous year.

COELCE

Net Income

Coelce registered a Net Loss of $10,744 million which is $2,868
million lower loss than the previous year. This result is mainly
due to:

Operating Income

Lower Operating Income of $17,544 million, mainly due to higher
operating costs of $55,873 million basically related to higher
energy purchases that were not entirely compensated by the
increase in tariffs and the increase of 176 GWh in physical
sales. This increase in costs was partially compensated by
higher operating revenues of $39,753 million related by higher
revenues from sales. This reduction is significantly offset by,

Non-operating Income

Lower Non-Operating Loss of $17,254 million, mainly explained by
a lower negative conversion effect of $13,792 million as a
result of the Brazilian Reais appreciation and the application
of the Technical Bulletin Nų64 of Chilean GAAP.

OTHER

Tax loss decrease by $3,157 million compared to the previous
year.

CODENSA

Net Income

Codensa registered a Net Income of $40,984 million which is
$34,736 million higher than the previous year. This result is
mainly due to:

Operating Income

Higher Operating Income of $51,783 million, primarily explained
by higher energy sales of $32,057 million due to a larger unit
margin and to greater demand that led to a rise of 4.2% in
physical sales that amounted 7,165 GWh.

Non-Operating Income

Lower Non-Operating Income of $2,097 million, primarily
explained by higher other non operating expenses of $4.490
million and higher losses of $1.459 million, related to the
negative conversion effect registered as a result of the
application of Technical Bulletin Nų64 of Chilean GAAP.

Other

Tax loss increase by $14,949 million compared to the previous
year.

EDELNOR

Net Income

Edelnor registered a Net Income of $1,941 million that is
$11,433 million lower than the previous year. This result is
mainly due to:

Operating Income

Lower Operating Income of $2,398 million, related to lower
operating revenues of $6,444 million, compensated by lower
energy purchases of $2,279 million, lower other operating cost
of $1,071 million and lower selling and administrative expenses
of $696 million.

Non-Operating Income

Higher Non-Operating Losses of $3,847 million, mainly due to
higher net financial expenses of $1,613 and higher net other non
operating expenses of $2,234 million mainly explained by the
negative BT 64 conversion effect of $3,943 million compared to
the $1,177 million positive BT 64 conversion effect in the same
period of 2003.

Other

Higher Tax Loss of $5,189 million, from $13,215 million to
$8,026 registered on the first nine months of 2003.

EDESUR

Net Income

Edesur registered a Net Loss of $12,722 million for the first
nine months of 2004, $15,090 million lower loss than the
previous year. This result is mainly due to:

Operating Income

Higher Operating Income of $7,471 million, mainly due to higher
operating revenues by $13,193 million, explained by the improved
energy demand observed in the country and which has led to an
increase of 5.2% in physical sales. This was compensated by
$6,822 million higher operating costs related to higher energy
purchases.

Non-Operating Income

Lower Non-Operating Losses of $2,301 million, mainly explained
by higher net other non operating income of $6,468 million,
partially compensated by higher net financial expenses of $4,143
million.

Other

Tax loss decrease by $5,318 million compared to the previous
year.

To view financial statements:
http://bankrupt.com/misc/Enersis3Q04.pdf

CONTACT: Enersis S.A.
         Santa Rosa 76
         Santiago, CHILE
         Phone: 56 (2) 353 4682

         Ms. Susana Rey
         Head of Investor Relations
         e-mail: srm@e.enersis.cl
         Phone: 56 (2) 353 4554

         Ms. Mariluz Munoz
         Investor Relations Assistant
         e-mail: mlmr@e.enersis.cl
         Phone: 56 (2) 353 4682

         Web Site: http://www.enersis.cl/


SALFACORP: Gets $6.3M Loan From Corpbanca
-----------------------------------------
SalfaCorp of Chile concludes its debt-restructuring process with
the signing of a 225,000 UF (inflation-indexed unit of
account)(US$6.3 million) loan with Chilean bank Corpbanca, says
El Diario. The loan, which has a 6-year term, is expected to
cover the Company's remaining financial obligations.

Early this year, the Company had raised US$25 million to finance
its long-term debt. An initial public offering also generated
US$23.5 million for use in funding investment projects.

Salfacorp is the holding Company for local construction firm
Salfa.



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

MEXICANA: Buys Cardiac Science AEDs for Commercial Airliners
------------------------------------------------------------
Cardiac Science, Inc. (Nasdaq: DFIB), a leading manufacturer of
life-saving automated public access defibrillators (AEDs) and
provider of comprehensive AED/CPR training services, announced
Monday that Mexicana Airlines has purchased 60 Powerheart(R) G3
AEDs for installation and use in their fleet of commercial
airliners.

Mexicana joins other domestic and international airlines that
have deployed Cardiac Science AEDs including SkyWest Airlines,
Atlantic Coast Airlines, Japan Airlines, Japan Air Systems,
Malev Hungarian airlines and Saudi Arabian Airlines.

Cardiac Science Chairman and CEO Raymond W. Cohen said the life-
saving AEDs are being deployed on Mexicana national and
international flights and that passengers on flights with AEDs
can rest assured that they are well protected should they suffer
sudden cardiac arrest.

Mexicana Airlines transports passengers between 53 destinations
in North, Central, South America, the Caribbean and Europe and
is the international airline leader for travel between the U.S.
and Mexico.

About Cardiac Science

Cardiac Science develops, manufactures and markets
Powerheart(R)-brand public-access defibrillators (AEDs) and
offers comprehensive AED/CPR training and AED program management
services that facilitate successful deployments. Cardiac Science
also manufactures its AED products on a private label basis for
other leading medical companies such as Nihon Kohden (Japan),
Quinton Cardiology Systems and GE Healthcare.

CONTACT:  ALLEN & CARON INC
          Investors: Matt Clawson
          E-mail: matt@allencaron.com
          Media: Len Hall
          E-mail: len@allencaron.com
          Tel: +1-949-474-4300

          CARDIAC SCIENCE, INC.
          Michael Gioffredi, Chief Marketing Officer
          Tel: +1-949-797-3800
          E-mail: mgioffredi@cardiacscience.com
          URL: http://www.cardiacscience.com


PEMEX: Munoz Leos Quits Post at the President's Behest
------------------------------------------------------
Raul Munoz Leos has stepped down as director of state-owned oil
Company Petroleos Mexicanos (Pemex).

In an interview with Radio Formula, Energy Minister Fernando
Elizondo said that President Vicente Fox decided on Oct. 29 to
ask Munoz Leos to step down to bolster the Company for Fox's
last two years in office.

"Munoz Leos agreed it was convenient to change the top
management and agreed to present his resignation," Elizondo
said.

Munoz Leos, who has held his post for four years, and was
appointed when Fox took office in 2000, will be replaced by Luis
Ramirez Corzo, who has been head of Pemex's exploration and
production unit since 2001.

The resignation of Raul Munoz Leos as director of Pemex puts the
domestic energy sector in a compromising and delicate situation
as there are three very important projects under the current
government that are yet to be completed, said the Governor of
Tabasco, Manuel Andrade Diaz, pointing to the Fenix Project, the
conclusion of a gas processing plant and the fourth issue of the
Multiple Service Contracts (CSM) as being of great importance.

The governor said that President Fox's decision to name Ramirez
Corzo as the new director must mean that he knows the sector
well, and "is identified with the management of its areas and
gives it continuity." If this is not the case, he said, there
could be serious risks to Pemex's projects, as Munoz Leos was
the one who negotiated them, which could make his resignation
regrettable.


ROYAL SHELL: Mitsui Acquires 25% Stake in Mexican LNG Terminal
--------------------------------------------------------------
Shell Gas B.V. (Shell) and Mitsui & Co., Ltd (Mitsui) are
pleased to announce that Mitsui will acquire a 25% equity
participation in the LNG terminal in Altamira, Mexico, which is
currently owned by Shell (75%) and Total (25%). The transaction
is subject only to approval of the Mexican authorities.  Upon
completion of the transaction, the equity interests in the LNG
terminal will be Shell 50%, Mitsui 25% and Total 25%.

All of the terminal regasification capacity continues to be
contracted to a separate marketing Company owned by Shell (75%)
and Total (25%). Last year Comisi¢n Federal de Electricidad
(CFE) awarded this marketing Company a contract to supply 5
billion cubic metres of regasified LNG per annum (equivalent to
3.6 million tonnes of LNG per year (mtpa)) for 15 years starting
in October 2006.

The Shell led project will be the first new LNG regasification
terminal built in North America for over 20 years and is
expected to start operations in the fourth quarter of 2006.
Depending on the growth in demand for natural gas in North East
Mexico, the terminal could be expanded to 10 mtpa.

The divestment of 25% of Shell's interest in this terminal
reinforces Shell's strategy to focus on LNG supply, capacity
rights and access to markets.  It follows closely on the recent
signing of a 20-year agreement by Shell to take half of the
initial capacity at the LNG regasification terminal in Baja
California, Mexico. At the same time, the purchase of the 25%
stake in the Altamira terminal is in line with Mitsui's strategy
of increased investment in strategic energy supply chain
infrastructure, building on its successful tender earlier this
year for development of an independent power project in Mexico.

Catherine Tanna, Shell Gas & Power Director, Americas and
Africa, said: "Shell is delighted that Mitsui has joined us in
the Altamira project.  This deal confirms the confidence of a
major foreign investor in the fundamentals of the Mexican energy
market. The agreement shows further delivery of our strategy to
retain capacity rights in LNG projects around the world."

Michio Matsuda, Mitsui & Co., Ltd., Executive Managing Officer,
said: "Mitsui shares Shell's view of the potential of Mexico's
natural gas market and its need for more natural gas
infrastructure.  Mitsui is pleased to expand our portfolio in
the area of energy related infrastructure investment as well as
our relationship with Shell through this first participation in
an LNG terminal."



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

CITGO: Posts 3Q04 Net Income of $205M
-------------------------------------
Luis Marin, CITGO Petroleum Corporation's President and CEO,
announced Tuesday third quarter net income of $205 million,
almost double the 2003 third quarter net income of $103 million.
For the nine months ended Sept. 30, net income was $430 million,
up 22 percent from the same time period in 2003.

According to Marin, several factors contributed to CITGO's
outstanding results for this quarter:

- Demonstrated by continuing excellence in our safety
performance and environmental stewardship, CITGO employees
remain committed to safe and environmentally friendly operations
in all areas of the business.

- With CITGO's refineries configured to process heavy crudes,
the Company took full advantage of the opportunity presented by
the record low market price of heavy crude relative to light
crude during the third quarter. The average utilization rate of
CITGO's three fuels refineries averaged 97 percent for the
quarter.

- As the price of heating oil relative to WTI crude exceeded the
price of gasoline relative to WTI crude, distillate production
in the third quarter increased by 18 percent over the same
quarter last year.

- Asphalt sales volumes remained strong, up 27 percent from
third quarter 2003 levels. For the first nine months of this
year, asphalt sales volume increased 43 percent over the same
time frame in 2003.

- Sales volumes for petrochemicals and industrial products
increased 19 percent for the third quarter and 16 percent for
the first nine months of 2004 relative to the same time periods
in 2003.

- Lubricants and waxes sales volumes increased for both the
third quarter and the first nine months of the year when
compared with the same time periods in 2003.

In addition to these factors, other significant events include:

- On Oct. 22, 2004, CITGO issued $250 million of 6 percent
unsecured senior notes due Oct. 15, 2011. With these proceeds
and available cash on hand, CITGO redeemed approximately $540
million principal amount of its 11 3/8 percent senior notes due
2011.

- Both Moody's Investors Service and Fitch Ratings upgraded
CITGO's senior unsecured debt ratings to Ba2 and BB,
respectively.

- During one of the most active hurricane seasons in history,
CITGO, a major supplier of transportation fuel to the state of
Florida, was recognized by Gov. Jeb Bush for the Company's
outstanding efforts in maintaining supply.

- The crude vacuum expansion project at the Lake Charles, La.
refinery is proceeding ahead of schedule with anticipated start-
up in the first quarter of 2005.

- CITGO completed negotiations with the U.S. Environmental
Protection Agency (EPA) with regard to the New Source Review
regulations under the Clean Air Act and has agreed to implement
environmental improvement projects over the next four years with
a capital cost of approximately $320 million.

"CITGO's operational performance in the third quarter as well as
the first nine months of the year has been excellent," stated
Marin. "As a result, our profitability and available cash has
improved significantly, allowing us to repay debt and improve
our credit ratings. With these results we expect that investor
confidence in CITGO will continue to grow."

About Citgo

CITGO Petroleum Corporation is a leading refining and marketing
Company based in Houston, with approximately 4,000 employees and
annual revenues of approximately $25 billion. CITGO's ultimate
parent is Petr¢leos de Venezuela, S.A. (PDVSA), the national oil
Company of the Bolivarian Republic of Venezuela and its largest
supplier of crude oil. CITGO operates fuels refineries in Lake
Charles, La.; Corpus Christi, Texas; and Lemont, Ill.; and
asphalt refineries in Paulsboro, N.J. and Savannah, Ga. The
Company has long-term crude oil supply agreements with PDVSA for
a portion of the crude oil requirements at these facilities.
CITGO is also a 41 percent participant in LYONDELL-CITGO
Refining LP, a joint venture fuels refinery located in Houston.
CITGO's interests in these refineries result in a total crude
oil capacity of approximately 865,000 barrels per day.

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

CONTACTS: CITGO Petroleum Corporation
          P.O. Box 4689
          Houston, TX 77210
          Ms. Kate Robbins
          Phone: 832-486-5764
          Fax: 832-486-1814
          Email: pubaffairs@citgo.com

          Mr. David McCollum
       Phone: 832-486-4260
          Fax: 832-486-1814


EDC: Posts Negative Results Due to Tariff Hikes, High Costs
-----------------------------------------------------------
Electricidad de Caracas (EDC), Venezuela's largest private
energy generator, posted a loss of VEB50.4 billion for the first
nine months of this year reversing a net income of VEB9.9
billion for the same period a year earlier, says Reuters.

EDC, an affiliate of U.S. power firm AES Corp., blames the
negative results to slow electricity tariff increases and higher
operating costs.

The Company did not provide quarterly figures for the period
ending Sept. 30. The current fixed exchange rate is 1,920
bolivars to the U.S. dollar.



                            ***********


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

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

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

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without
prior written permission of the publishers.

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

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


* * * End of Transmission * * *