TCRLA_Public/041115.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

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

         Monday, November 15, 2004, Vol. 5, Issue 226

                            Headlines


A R G E N T I N A

ANTONIO PENA: Court Order Confirms Bankruptcy Proceeding
CABLEVISION: SHL Bargains To Avoid Drawn-out Conflict
CIRCULO DE SUBOFICIALES: Court Declares Company Bankrupt
COMEX DESPACHANTES: Creditor's Bankruptcy Motion Gets Court OK
CONTROL VIAL: Claims Validation Deadline Approaches

CRESUD: Fiscal 1Q05 Reverses Previous Losses
DIAGNOSTICO CIENTIFICO: Court Issues Liquidation Ruling
FABRIL ENCUADERNADORA: Enters Bankruptcy on Court Orders
GQC ARGENTINA: Begins Liquidation Proceedings
GRUPO GALICIA: Losses Mount in 3Q04

INSTITUTO EDUCATIVO: Seeks Court Reorganization Approval
IRSA: Operating Income Jumps 83% YoY in Fiscal 1Q05
L.S. ARGENTINA: Liquidates Assets to Pay Debts
LISMAR S.A.: Court Converts Reorganization to Bankruptcy
METROGAS: Nears New Debt Restructuring Offer

REPSOL YPF: Nine-Month Results Show Growth in all Business Areas
SIMERBET S.R.L.: Seeks Reorganization Approval From Court
TAVRIA SUDAMERICANA: Court OKs Creditor's Bankruptcy Call
TGS: Fitch Comments on Exchange Offer


B R A Z I L

AES SUL: Previous 2003 Profits Reversed to Losses
BANCO VOTORANTIM: S&P Rates Notes 'BB-'
EMBRATEL: Schedules Equity Offering for December 13
MRS LOGISTICA: 3Q04 Gross Revenues Reach BRL431.3 Mln


C H I L E

ENDESA CHILE: Sells SING Line to Local Mining Firm


C O S T A   R I C A

ICE: May Reopen Tender for 3G Telecom Network


J A M A I C A

ROYAL SHELL: To Retain Jamaican Operations


M E X I C O

GRUPO ELEKTRA: Commences Trading in Latibex on Tuesday
SANLUIS CORPORACION: Fitch Affirms Ratings at 'B-/CCC+'
TV AZTECA: Distributes $22M Dividend to Shareholders
TV AZTECA: Seeks Inclusion In Latibex


U R U G U A Y

ABN AMRO: Moody's Changes Rating Outlook to Stable From Negative
BANCO A.C.A.C.: Moody's Revises Outlook Ratings
BANCO HIPOTECARIO: Moody's Changes Ratings Outlook
BANCO SANTANDER: Moody's Moves Outlook to Stable
BANKBOSTON: Moody's Changes Outlook for Caa1 LTFC Deposits Rtgs

BANCO DE LA REPUBLICA: Moody's Changes Outlook For Ratings
LLOYDS TSB: Moody's Changes Outlook for Caa1 LTFC Deposits Rtgs


V E N E Z U E L A

CITGO: Details $2 Billion, Four-Year Expansion Plan


     - - - - - - - - - -

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

ANTONIO PENA: Court Order Confirms Bankruptcy Proceeding
--------------------------------------------------------
Antonio Pena e Hijos S.A. enters bankruptcy protection after
Court no. 20 of Buenos Aires' civil and commercial tribunal,
with the assistance of clerk no. 39, 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. Roberto Leibovicius
as trustee. He will be verifying creditors' proofs of claims
until the end of the verification phase on December 30.

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 March 11, 2005 followed by the general report, which is due
on April 22, 2005.

CONTACT: Antonio Pena e Hijos S.A.
         Carlos Pellegrini 979
         Buenos Aires

         Mr. Roberto Leibovicius, Trustee
         Tucuman 1585
         Buenos Aires


CABLEVISION: SHL Bargains To Avoid Drawn-out Conflict
-----------------------------------------------------
An anonymous source revealed that SHL Co., the main holdout
creditor of Argentine cable operator, reached an agreement to
sell its bonds before it dropped its lawsuit over Cablevision's
US$725-million debt restructuring on Nov. 5.

Dow Jones Newswires recalls that SHL Co., a bondholder group
whose investment adviser is New Jersey investment fund W.R. Huff
Asset Management, had sued Cablevision in a New Jersey court in
May, alleging that the Argentine company violated U.S.
securities laws by selling bonds in the U.S. and then pursuing
its $725 million debt restructuring in the South American
country.

The case was transferred to the Southern District of New York in
August and, in October, a judge agreed to an SHL petition to
move the dispute from bankruptcy Court to federal district
Court. Arguments had been slated for the middle of last week.

But the source disclosed that before the hearing started, a
broker called SHL with an offer to buy the group's Cablevision
bond holdings. SHL then turned to Cablevision, saying it was
willing to resolve the legal dispute, and the cable company
agreed to pay the creditor group a small sum for expenses. SHL
withdrew its lawsuit, clearing the only major remaining legal
challenge from a bondholder to Cablevision's debt restructuring.

The buyer of SHL's bonds and the amounts involved weren't
disclosed.

Cablevision's creditors are scheduled to meet in Buenos Aires on
Nov. 17 to vote on the Company's debt offer.

CONTACT:  Santiago Pena
          (5411) 4778-6520
          E-mail: spena@cablevision.com.ar

          Martin Pigretti
          (5411) 4778-6546
          E-mail: mpigretti@cablevision.com.ar

          Web site: http://www.cablevision.com.ar


CIRCULO DE SUBOFICIALES: Court Declares Company Bankrupt
--------------------------------------------------------
Court no. 23 of Buenos Aires' civil and commercial tribunal
ruled in favor of the reorganization of local company Circulo de
Suboficiales de la Armada, reports Infobae. The Company was
undergoing liquidation proceedings when the ruling was issued.

A court-appointed trustee will verify claims "por via
incidental", as the court ordered. The trustee will also be
responsible for the individual and general reports. The general
report is due for submission on May 7, 2005.

CONTACT: Circulo de Suboficiales de la Armada
         Jose Maria Moreno 351/355
         Buenos Aires


COMEX DESPACHANTES: Creditor's Bankruptcy Motion Gets Court OK
--------------------------------------------------------------
Court no. 6 of Buenos Aires' civil and commercial tribunal
declared Comex Despachantes de Aduana S.A. bankrupt, says La
Nacion. The ruling comes in approval of the bankruptcy petition
filed by the Company's creditor, Mr. Jorge Tobal, for nonpayment
of US$2,821.12 in debt.

During liquidation, the Company's assets will be placed under
the supervision of a court-appointed trustee. Creditors must
have their claims authenticated by the trustee within the
verification period in order to qualify for the payments that
will be made once the Company's assets are liquidated.

The city's clerk no. 12 assists the court on the case.

CONTACT: Comex Despachantes de Aduana S.A.
         Peru 440
         Buenos Aires


CONTROL VIAL: Claims Validation Deadline Approaches
---------------------------------------------------
The verification of claims for the Control Vial S.A. bankruptcy
proceedings will end on December 28 according to local news
source Infobae. Creditors with claims against the bankrupt
company must present proof of the liabilities to Mr. Mario
Leizerow, the court-appointed trustee, before the said deadline.

Court no. 4 of Buenos Aires' civil and commercial tribunal
handles the company's case with assistance from the city's clerk
no. 8. The bankruptcy will conclude with the liquidation of the
company's assets to pay its creditors.

CONTACT: Mr. Mario Leizerow, Trustee
         Avda Corrientes 1250
         Buenos Aires


CRESUD: Fiscal 1Q05 Reverses Previous Losses
--------------------------------------------
Cresud S.A.C.I.F. y A. (Nasdaq: CRESY - News; BCBA: CRES), a
leading Argentine producer of agricultural products, announced
Thursday results for First Quarter Fiscal Year 2005, ended
September 30, 2004.

Results for the first quarter of Fiscal Year 2005 showed a net
profit of ARS1.0 million as compared to a ARS2.0 million loss
registered during the same period of the previous Fiscal Year.
The increase in the net result is a consequence of the higher
results registered in our cattle stock holdings (generated by a
stronger market value) and the performance of our share in IRSA
Inversiones y Representaciones S.A.

HIGHLIGHTS

- The annual Shareholders' Meeting approved distribution of cash
dividends for ARS3.0 million, corresponding to Fiscal Year 2004.

- We are building dairy farm facilities with state-of-the-art
technology, which will allow us to increase our production to
36,000 liters of milk per day.

- For the 2004/2005 season, we enlarged the area designated for
agriculture by 13,664 hectares, due to an increase in the land
leased to third parties and a greater amount of our own hectares
under production.

- We have signed bills of sale for two farms that will generate
earnings of US$ 7.0 million, which will be reflected in the next
quarters of the current Fiscal Year.

- We have already sowed 100% of the wheat (with optimal yield
potential), 90% of the corn, 60% of the soybean and 90% of the
sunflower crops.

- We expect the development of an additional 6,000 hectares in
Los Pozos to be finished in the short term, in order to exploit
them in the next Fiscal Year.


                         Financial Highlights
                   Expressed in Argentine Pesos (ARS)

                           1Q FY 2005            1Q FY 2004

Total Sales                19,565,010            12,204,693
Gross Income (Loss)       (2,101,840)             2,138,937
Operating Income            1,092,440             1,430,164
Financial Results, Net    (1,249,829)               159,746
Net Income (Loss)           1,035,275           (1,970,759)
Earnings per Share               0.01                (0.02)
Earnings per Share Diluted       0.01                  0.01
Current Assets             82,958,434            55,637,018
Non-current Assets        597,938,676           515,628,858
Total Assets              680,897,110           571,265,876
Current Liabilities        59,277,817            14,517,357
Non-current Liabilities   154,529,529           166,087,662
Total Liabilities         213,807,346           180,605,019
Minority Interest              24,536               156,019
Shareholders' Equity      467,065,228           390,504,838

Cresud is a leading Argentine producer of basic agricultural
products and the only such company with shares listed on the
Buenos Aires Stock Exchange and Nasdaq. The Company is currently
involved in various operations and activities, including crop
production, cattle raising and fattening, milk production and
certain forestry activities. Most of its farms are located in
Argentina's pampas, one of the largest temperate prairie zones
in the world and one of the richest areas of the world for
agricultural production.

CONTACT: Mr. Gabriel Blasi - CFO
         Phone: +011-54-11-4323-7449
         e-mail: finanzas@cresud.com.ar

         Web Site: http://www.cresud.com.ar


DIAGNOSTICO CIENTIFICO: Court Issues Liquidation Ruling
-------------------------------------------------------
Court no. 17 of Buenos Aires' civil and commercial tribunal
ordered the liquidation of Diagnostico Cientifico S.A. after the
company defaulted on its obligations, Infobae reveals.

The liquidation pronouncement will effectively place the
company's affairs as well as its assets under the control of Mr.
Mario Livszyc, the court-appointed trustee.

Mr. Livszyc will verify creditors' proofs of claims until
December 17. The verified claims will serve as basis for the
individual reports to be submitted in court on March 2, 2005.
The submission of the general report should follow on April 15,
2005.

The city's clerk no. 34 assists the court on this case that will
end with the disposal of the company's assets to repay
creditors.

CONTACT: Mr. Mario Livszyc, Trustee
         Nunez 6387
         Buenos Aires


FABRIL ENCUADERNADORA: Enters Bankruptcy on Court Orders
--------------------------------------------------------
Buenos Aires' civil and commercial Court no. 17 declared Fabril
Encuadernadora S.A. y C. bankrupt after the company defaulted on
its debt payments. The order effectively places the company's
affairs as well as its assets under the control of court-
appointed trustee Marta Tignanelli.

As trustee, Ms. Tignanelli is tasked with verifying the
authenticity of claims presented by the company's creditors. The
verification phase is ongoing until December 20.

Following claims verification, the trustee will submit the
individual reports based on the forwarded claims for final
approval by the court on March 3, 2005. A general report will
also be submitted on April 19, 2005.

Infobae reports that clerk no. 34 assists the court on this case
that will end with the disposal of the company's assets to pay
its debts.

CONTACT: Ms. Marta Tignanelli, Trustee
         Reconquista 715
         Buenos Aires


GQC ARGENTINA: Begins Liquidation Proceedings
---------------------------------------------
GQC Argentina S.R.L. of Buenos Aires will begin liquidating its
assets after Court no. 4 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 Ernesto Aldo Monti.
The trustee will review claims forwarded by the company's
creditors until December 13, 2004.

Clerk no. 8 assists the court with the proceedings.

CONTACT: Mr. Ernesto Aldo Monti, Trustee
         Larrea 785
         Buenos Aires


GRUPO GALICIA: Losses Mount in 3Q04
-----------------------------------
Argentine financial services company Grupo Financiero Galicia
reported a net loss of ARS33.3 million (US$11.2 million), lower
than the loss of ARS69.6 million in the same year-ago period.
But, according to Dow Jones, the third-quarter result sent the
company back to the red from its ARS45.4-million profit for the
second quarter of the year.

Net third-quarter financial income, while rising to ARS396.7
million from ARS385.6 million a year ago, was down from ARS486.4
million in the second quarter.

The company's results were impacted by the adjustments to the
indexing of various assets and liabilities following the near-
collapse of the Argentine banking system during the 2002
economic crisis.

In related news, Grupo Financiero Galicia's main asset,
Argentina's largest private bank, Banco de Galicia y Buenos
Aires SA, posted net profit of ARS4.2 million for the third
quarter, excluding certain adjustments, such as the amortization
of losses from dollar payouts to deposit-holders that have won
court rulings against the bank.

The lawsuits stemmed from the government's 2002 decree that
converted dollar deposits into devalued pesos. When the
amortization from the lawsuit losses and other adjustments are
taken into account, Banco Galicia's net loss for the third
quarter came in at ARS46.9 million pesos.

CONTACT:  Pablo Firvida
          VP Investor Relations
          Telefax: (5411) 4343-7528
          E-mail: pfirvida@gfgsa.com
                  investorelations@gfgsa.com
          URL: www.gfgsa.com


INSTITUTO EDUCATIVO: Seeks Court Reorganization Approval
--------------------------------------------------------
Instituto Educativo Huellas S.A. requested for reorganization
after failing to pay its liabilities. 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. 16 of Buenos Aries' civil
and commercial tribunal. The city's clerk no. 31 assists the
court on this case.

CONTACT: Instituto Educativo Huellas S.A.
         Maza 969
         Buenos Aires


IRSA: Operating Income Jumps 83% YoY in Fiscal 1Q05
---------------------------------------------------
IRSA Inversiones y Representaciones Sociedad Anonima (NYSE: IRS;
BCBA: IRSA), the largest real estate company in Argentina,
announced first quarter fiscal year 2005 results.

Net income for the three-month period ending September 30, 2004,
was Ps.17.2 million, or Ps.0.07 per share, while earnings per
diluted share totaled Ps.0.04, compared with a loss of Ps.15.2
million, or Ps.0.07 (loss) per share (Ps.0.004 (gain) per
diluted share) for the same period in the previous year.

Consolidated net sales for the three-month period totaled
Ps.70.9 million, compared with Ps.56.3 million in the same
period the previous year.

The various segments' share in net sales was the following:
Sales and Development, Ps.1.4 million; Office and Other Rental
Properties, Ps.4.3 million; Shopping Centers, Ps.45.3 million;
and Hotels, Ps.19.8 million.

Operating income recorded significant growth of 83%, from
Ps.10.5 million in the first quarter of FY 2004 to Ps.19.1
million in the first quarter of FY 2005.

HIGHLIGHTS

Net income for the first quarter of FY 2005 was Ps.17.2 million,
compared to a loss of Ps.15.2 million for the first quarter FY
2004. Operating income grew 83% from Ps.10.5 million to Ps.19.1
million, mainly reflecting higher sales, which increased 26%.

EBITDA was Ps.37.9 million, 61% higher than the same quarter of
the previous fiscal year.

The exercise of warrants generated US$6.2 million during the
quarter.

APSA financial debt was reduced by US$1.7 million as a result of
the conversion of Corporate Bonds during the quarter, and by
Ps.22,0 million as a result of a bond buy-back.

- Average occupancy of offices continues to recover, reaching
83% for the first three months of FY 2005, compared with 70% for
the first quarter of the previous fiscal year.

- During the quarter, the hotel industry continued to
consolidate a positive performance. Average occupancy rates grew
significantly, reaching 71% in the first quarter of FY 2005,
compared to 58% for the first quarter of FY 2004. Average prices
increased from Ps.266 to Ps.273.

- Several projects are still underway, including San Martin de
Tours, Cruceros Dique 2, and Emprendimiento El Encuentro, with
work on all of these progressing, and others, including
Edificios Dique 3, are being closed. We are also evaluating new
investments that add worth to our valuable asset portfolio.

- APSA's operating income grew 121% over the same quarter a year
ago, reaching Ps.17.8 million.

- Shopping center occupancy was 99%; tenants sales increased 31%
in nominal terms.

- On November 9, we opened the first stage of Alto Rosario
Shopping, with the occupancy rate at 99%.

- APSA acquired 49.9% of Perez Cuesta S.A.C.I., controlling
company of Mendoza Plaza Shopping, increasing its ownership in
the corporation to 68.8%. (The transaction is subject to
approval of Argentina's national Anti-Trust Board.)

- APSA will distribute Ps.17.9 million in cash dividends
(Ps.0.23 per share of V$N 1.0).

- Fitch Argentina Calificadora de Riesgo S.A. raised APSA's
structured debt rating again, from BBB to BBB+.

                             Financial Highlights
                      (In thousands of Argentine Pesos)

                                09-30-04                09-30-03

   Total Sales                    70,872                  56,339
   Operating Income               19,140                  10,473
   Financial Results, Net        -12,260                 -19,307
   Net Income                     17,190                 -15,166
   Net Income per GDS               0.69                   -0.71
   Net Income per GDS Diluted       0.42                    0.04
                                09-30-04                06-30-04
   Total Current Assets          278,450                 261,651
   Total Non Current Assets    1,938,325               1,941,293
   Total Assets                2,216,775               2,202,944
   Short-Term Debt               125,089                 135,127
   Total Current Liabilities     248,292                 256,022
   Long-Term Debt                468,198                 468,807
   Total Non Current
    Liabilities                  521,668                 516,831
   Total Liabilities             769,960                 772,853
   Minority Interest             451,592                 470,237
   Shareholders' Equity          995,223                 959,854

IRSA is Argentina's largest, most well-diversified real estate
company, and it is the only company in the industry whose shares
are listed on the Bolsa de Comercio de Buenos Aires and The New
York Stock Exchange. Through its subsidiaries, IRSA manages an
expanding top portfolio of shopping centers and office
buildings, primarily in Buenos Aires. The company also develops
residential subdivisions and apartments (specializing in high-
rises and loft- style conversions) and owns three luxury hotels.
Its solid, diversified portfolio of properties has established
the Company as the leader in the sector in which it
participates, making it the best vehicle to access the Argentine
real estate market.

CONTACT: Mr. Alejandro Elsztain
         Director
         or
         Mr. Gabriel Blasi
         CFO
         Phone: +(5411) 4323 7449
         e-mail: finanzas@irsa.com.ar
         Web Site: http://www.irsa.com.ar/


L.S. ARGENTINA: Liquidates Assets to Pay Debts
----------------------------------------------
L.S. Argentina S.A. will begin liquidating its assets following
the bankruptcy pronouncement issued by Court no. 20 of Buenos
Aires' civil and commercial tribunal.

Infobae reports that the ruling places the company under the
supervision of court-appointed trustee Jorge Wilcke. The trustee
will verify creditors' proofs of claims until February 11, 2005.
Next, the validated claims will be presented in court as
individual reports on March 25, 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 May 6, 2005.

The bankruptcy process will end with the disposal of company
assets to pay creditors.

CONTACT: Mr. Jorge Wilcke, Trustee
         Paraguay 435
         Buenos Aires


LISMAR S.A.: Court Converts Reorganization to Bankruptcy
--------------------------------------------------------
Lismar S.A., which was undergoing liquidation, will proceed with
reorganization on orders from court no. 18 of Buenos Aires'
civil and commercial tribunal. According to Infobae, the court
assigned Mr. Gustavo Daniel Micciulo as trustee for this case.
The trustee will conduct the credit verification process "por
via incidental."

CONTACT: Lismar S.A.
         Florida 1
         Buenos Aires


METROGAS: Nears New Debt Restructuring Offer
--------------------------------------------
One of Argentine natural gas distributor Metrogas' (MGS) main
bondholders expects the utility to launch a new debt-
restructuring proposal soon, reports Dow Jones Newswires.
David Martinez, managing director of U.S. investment group
Fintech Advisory, said that his fund, which he describes as a
"leading creditor" of Metrogas, has been working with the
company on a solution to its US$440 million debt restructuring
impasse.

"We've had a lot of discussions, and we think that they are
going to launch a proposal soon that will be successful and
receive wide participation from the creditors," Mr. Martinez
said.

Metrogas launched an offer in November 2003 but has pushed back
the deadline for its offer more than 10 times as talks with
creditors to continue. The latest extension came earlier Monday
and showed creditor acceptance levels at 21%, far short of the
two-thirds rate needed to progress with the out-of-court debt
restructuring Metrogas is pursuing.

U.K-based energy company BG Group PLC (BG.LN) and Spain's
Repsol-YPF SA (REP) together control a 70% stake in Metrogas.

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


REPSOL YPF: Nine-Month Results Show Growth in all Business Areas
----------------------------------------------------------------
Repsol YPF net income for January to September 2004 rose 5.5% to
EUR1,696 million versus EUR1,608 million in the same period a
year earlier. Operating income increased 10.4% to EUR3,320
million, while January to September net cash-flow was up 7.1%
year-on-year, reaching EUR3,794 million.

These earnings were achieved in an international context of high
oil prices, with Brent trading at an average $36.29 per barrel
compared to $28.65 per barrel the year before, and wider
refining margins, which rose from $3.23 per barrel to $4.97 per
barrel in the first nine months of 2004.  International chemical
margins improved, while results in the gas & power business area
reflected the higher stake in Gas Natural SDG and enhanced
performance by the same.

Performance was negatively affected by a 10.2% appreciation of
the euro against the dollar, lower marketing margins, and the
Company's average tax rate over the first nine months of the
year, which increased from 32% to 38%.

Repsol YPF's average oil and gas production in the January-
September 2004 period climbed 3.7% year-on-year, reaching
1,171,700 boepd. The sharp 11.8% rise in gas production played a
large part in this growth.

Debt ratio down 9.1%

Repsol YPF's net financial debt at 30 September 2004 was
EUR5,598 million versus EUR5,951 million at the end of the first
nine months of 2003.

Debt ratio dropped from 24.3% at 30 September 2003 to 22.1% at
the same date in 2004. The Company's financial expenses totalled
EUR224 million, shrinking 24.1% year-on-year as a result of
lower net debt and average debt cost for the period. EBITDA to
interest cover ratio was 20.0x, significantly higher than at the
end of 2003, when it was 13.7x.

These figures underscore Repsol YPF's strong cash generation
capacity, EUR3,794 million in the three quarters.  This figure,
63% higher than investments in this period, also served to
finance EUR632 million in dividend payout, and a significant
rise of EUR1,010 million in working capital, resulting mainly
from the  impact of higher oil and oil product prices on the
inventory value.

Repsol YPF investments from January to September 2004 fell 15.2%
year-on-year to EUR2,330 million.  Divestments in this period
totalled EUR161 million, and included the sale of part of the
stake held by Gas Natural SDG in Enagas, and other lesser
disposals.

Exploration & Production:  operating income rises 8.3%, and gas
production 11.8%

Operating income from exploration & production was up 8.3% in
the first nine months, to EUR1,978 million year on year.

Growth in operating income came from higher international crude
oil prices; improvement in gas realization prices; and an
increase in both gas production and sales, particularly in
Trinidad & Tobago, Bolivia, and Argentina.

On the negative side, there was the depreciation of the dollar
against the euro; higher exploration expenses; strikes and
operating problems in Argentina and Trinidad and Tobago.  The
tax levied by the Argentine government on natural gas exports
(20%); and a rise in export tax on oil  of between 3% to 20% for
WTI prices ranging from $32 to $45 per barrel, on top of the 25%
tax in place until August, also had an adverse effect on
performance.

Repsol YPF's liquids realization price averaged $29.88/barrel
over the three quarters, versus $25.49/barrel a year earlier.
Average gas prices in the first nine months were $1.20/tscf,
13.2% higher than in the same period 2003, reflecting the higher
price in Argentina  (following the increases agreed in May and
implemented in May and October) and the greater relative
weighting of Trinidad & Tobago in total sales, at higher prices
than the Company average.

Average oil and gas production rose 3.7% in these first nine
months to 1,171,700 boepd year on year.  The strikes and
operating problems in Argentina and Trinidad & Tobago, and the
effect of high crude prices on production sharing contracts in
Algeria caused a cutback of 20,400 boepd.

Repsol YPF accumulated gas production climbed 11.8% to 598,000
boepd.  Strong performance was boosted by 8.7% production growth
in Argentina; 38.2% production growth in Bolivia underpinned by
higher sales to Brazil and the start of exports to Argentina,
and enhanced performance in Trinidad and Tobago, where there was
14.9% growth thanks to a full year of operation from Train 3
which offset the production loss caused by the incidents
mentioned previously.

Investments in the E&P business area totalled EUR892 million in
the first nine months of 2004 versus EUR1,831 a year earlier.
Investments in development represented 65% of overall
expenditure, spent mainly in Argentina (65%), Trinidad & Tobago
(10%), and Venezuela (6%). One of the highlights in this area
was the awarding to the Repsol YPF-Gas Natural SDG consortium an
oil and gas exploration block in the Gassi Chergui West zone, in
the western part of the Berkine Basin, offered for tender by the
Algerian Ministry of Energy and Mining at the end of July.  This
block, which covers 4,831 square kilometres, is in the east of
Algeria, adjacent to the Gassi Rhourde Nouss area.

Furthermore, Repsol YPF and Shell signed a project framework
agreement with NIOC for the "LNG Persia Project".  Although this
agreement is subject to confidentiality clauses, it is of
considerable importance as part of the Company's strategy for
the development of the integrated LNG chain, and opens new
business opportunities in this region.

In October, the Company signed a contract with the National
Iranian Oil Company (NIOC) to explore the Mehr and Farooz block
in the south of the Persian Gulf.  This agreement, with an
initial duration of two-and-a-half years, contemplates an
investment commitment of $27 million.

Refining & Marketing: operating income surges 17.1%

Refining & Marketing posted a nine-month operating profit of
EUR1,136 million, up 17.1% year-on-year.

Improvement in this business area was driven mainly by excellent
refining margins, up 53.9% up on the same period the year
before.  The company's refining margin indicator was $4.97 per
barrel versus $3.23/bbl in 2003.

Marketing margins were lower, particularly in Latin America,
adversely affected by the rise in international product prices
and the inability to fully pass on these costs to customer
retail prices.

Total accumulated sales of oil products at September 2004
reached 40.6 million tons, up 1.6% year-on-year.  Sales in Spain
increased 1.7% to 24.4 million tons, and in Argentina rose 1.1%
to 9.6 million tons.  Sales of light products to our own network
in the nine-month period grew 2.5% in Spain and 7.6% in
Argentina, from a year ago.

Total Liquefied Petroleum Gas (LPG) sales increased 1.1% in the
first nine months. In Spain, sales were down 1.5%, but rose 5.2%
in Latin America thanks to strong growth in Peru and Ecuador.
Despite negative performance in the second and third quarters,
LPG margins in Spain were still 1.9% up year-on-year.  In Latin
America, there was margin growth in all businesses except in
Argentina and Bolivia.

January to September investments in Refining & Marketing were
EUR599 million, 47.2% more than in the same period a year
earlier.  Expenditure was mainly allotted to current refining
projects, including a mild Hydrocracker in Puertollano, an FCC
hydro-treatment unit in La Coruna, a vacuum unit and a
visbreaking facility in Peru, revamping of the REFAP refinery in
Brazil, upgrading the service station network, and the
development of LPG products in Spain and Latin America.

A highlight in this business area was the agreement for the
company's acquisition of the Royal Dutch/Shell marketing and
logistics businesses in Portugal (excluding LPG and lubricants),
unconditionally approved by the European Commission on 13
September last.  Under this deal, Repsol YPF acquired 303
service stations, boosting its oil product sales by 1.85 Mm3.,
and with 417 service stations, is now the third largest operator
in Portugal with a 19% market share and one of the highest
average sales volumes in that country.  Repsol YPF also becomes
the second-ranking company in direct oil product sales with a
21% market share.

Chemicals: operating income surges 53.7%

In Chemicals, nine-month operating income at September 2004
jumped 53.7% to EUR186 million versus EUR121 million in the same
period a year earlier.

Wider international margins on the Repsol YPF product mix,
particularly from the cracker and on urea and methanol in
Argentina, contributed to this stronger performance, whereas in
derivate chemicals in Europe, it was impossible to fully pass
higher feedstock costs through to the end customer.
Total petrochemical sales for the three quarters reached 3.1
million tons, 0.7% up on the 3.0 million tons equivalent in
2003.

January to September investments, reaching EUR54 million, were
mainly earmarked for small capacity increases, the upgrading of
existing units, and the start of the project for revamping the
propylene oxide/styrene complex at Tarragona.

In October, Repsol YPF entered an agreement with Borealis A/S
for the acquisition of Boreales Polˇmeros Lda., including all
the assets in the petrochemical complex at Sines, Portugal. This
deal will boost the company's cracker capacity by 38%,
polyolefin production by 28%, and polyethylene production by
55%.

Gas & Power: Operating income rises 35.1% and sales 9.4%

Gas & Power operating income at the end of September 2004 was
EUR204 million, 35.1% higher than the EUR151 million recorded in
the same period 2003.  This increase reflects the impact of
Repsol YPF's higher stake in Gas Natural SDG and the latter's
positive earnings performance.

This improvement, bolstered by the higher activity in gas
distribution in Spain, organic growth in Latin American
activities, and acquisitions in Puerto Rico, Brazil, and Italy,
was partially curtailed by the fall in unitary margins on gas
commercialisation in Spain and low Spanish electricity pool
prices.

Gas sales in the first nine months of this year were 24.13 Bcm,
9.4% up year-on-year owing to an increase in sales to the
marketing company and growth in Italy and Latin America.

Investment in the first nine months of 2004 was EUR665 million,
up 83.2% year-on-year.  This rise is mainly attributable to the
acquisition of an additional stake in Gas Natural SDG
accumulated over the period, to reach a current holding of
30.847%, and that company's higher rate of investment in 2004.

To view tables:
http://bankrupt.com/misc/IncomeRepsol.pdf

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


SIMERBET S.R.L.: Seeks Reorganization Approval From Court
---------------------------------------------------------
Court no. 25 of Buenos Aires' civil and commercial tribunal is
currently reviewing the merits of the reorganization petition
filed by Simerbet S.R.L. Argentine daily La Nacion reports that
the company filed the request after defaulting on its debt
payments.

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. The city's clerk no. 49
assists the court on this case.


TAVRIA SUDAMERICANA: Court OKs Creditor's Bankruptcy Call
---------------------------------------------------------
Motor vehicle retailer Tavria Sudamericana S.A. entered
bankruptcy after Court no. 23 of Buenos Aires' civil and
commercial tribunal approved a bankruptcy motion filed by Cosco
Argentina Maritima S.A., reports La Nacion. The Company's
failure to pay US$52,625 in debt prompted the creditor to file
the petition.

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: Tavria Sudamericana S.A.
         Av. Juan B. Justo 1617
         Buenos Aires


TGS: Fitch Comments on Exchange Offer
-------------------------------------
Transportadora de Gas del Sur (TGS) is in the process of
restructuring substantially all of its outstanding unsecured
debt through an exchange offer, with approximately 99.3% of its
total eligible debt either being tendered or debt holders
providing written notice of their intent to tender. Completion
of the exchange will result in a more manageable debt service
profile and allow the company to refocus on its operating
business to improve the company over the medium to long term,
according to Fitch Ratings. As a result, Fitch expects to
upgrade the corporate rating of TGS following completion of the
exchange offer. The rating of TGS' senior unsecured debt,
including the B loans granted by the Inter-American Development
Bank (IDB), is currently 'DD'.

The exchange offer requires at least 96% of the aggregate
principal amount of outstanding unsecured debt. The expiration
of the exchange offer is Nov. 12, 2004, and material terms
include a combination of cash and new debt. TGS will make a cash
payment of 11% of the principal amount of outstanding debt at
100% of face value, as well as for past due interest. The
remaining 89% of principal will be exchanged for two new
tranches of debt, tranche A and tranche B. Tranche A will
amortize over six years, with tranche B then beginning its
amortization for three years (to be fully repaid by the end of
the ninth year). Interest on tranche A will begin at 5.3% in
year one and increase to 7.5% by year six. Tranche B will begin
at 7.0% in year one and increase to 10% for years eight and
nine. Principal and interest will be paid quarterly. A cash
sweep is also included to provide opportunities for debt
prepayment of tranche A, initially, after meeting certain
capital expenditure requirements.

The debt profile following a successful exchange will result in
an overall improved credit profile for TGS. Following the
exchange and cash payment, total debt should decline to
approximately US$900 million, slightly reducing leverage, as
measured by debt-to-EBITDA, to 4.2 times (x). More
significantly, debt will once again begin amortizing and past
due interest will have been addressed. Interest expense will be
lower allowing for principal repayment. Prospective EBITDA-to-
interest is expected to be higher than 3.0x (versus 2.4x in
2004), with a debt service coverage ratio of between 1.5x and
2.0x.

Through September 2004, TGS reported EBITDA of ARP482.1 million,
up 12% from ARP431.3 million for the comparable period of 2003.
The increase primarily reflects strong liquids pricing and sales
volume (related revenues were up 17%), as well as increased gas
transportation revenues. Such improvements in revenues were
partially offset by higher of natural gas liquids (NGL)
production costs and export taxes and increased pipeline
maintenance costs. Gas transportation represents an increasing
lower proportion of total revenues, currently 44% versus 47%
last year and down from 80% in 2001 due to the currency
devaluation and artificially low gas prices.

Separately, TGS is proceeding with the expansion of its San
Martin pipeline to add approximately 2.9 million cubic meters
per day (MMcm/d) of transport capacity from the southern region
of Argentina to Buenos Aires. The project is expected to cost
approximately US$285 million, of which TGS is expected to
contribute US$40 million. The remainder will be financed through
a trust structure, with financing from Brazil's national
development bank (BNDES) contributing US$142 million, Banco
Nacion with approximately US$20 million, and gas producers
providing the balance. Large industrial users and power plants
are expected to ultimately pay for the project through a natural
gas surcharge. Construction of the pipeline is expected to start
in January 2005 and commercial operations beginning in July
2005. The project is a key component of Argentina's plan to
mitigate natural gas shortages that plagued the country and led
to interruptions of exports to Chile during the winter of 2004.

TGS is the operator of the largest pipeline transmission system
in Argentina with a capacity of 63.4 MMcm/d, delivering an
estimated 60% of the country's total natural gas consumption.
The company is owned (55.3%) and operated by Compania de
Inversiones de Energia (CIESA). CIESA is 50%-owned by Enron
Argentina and Petrobras Energia (PE). Both Enron and PE also
hold a direct 7.35% interest in TGS. The remaining 30% is
publicly traded on the NYSE and BCBA.

CONTACT:  Jason T. Todd +1-312-368-3217, Chicago
          Ana Paula Ares, +5411-4327-2444, Buenos Aires

MEDIA RELATIONS: Brian Bertsch +1-212-908-0549, New York



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

AES SUL: Previous 2003 Profits Reversed to Losses
-------------------------------------------------
AES Sul Distribuidora Gaucha de Energia S.A., a subsidiary of
U.S. energy group AES Corp. (NYSE:AES) in Brazil, reported net
losses of BRL112 million (US$39.6mn) for the first nine months
of 2004, compared to net profits of BRL339 million for the same
period last year.

Citing a filing with the Sao Paulo bourse, Business News
Americas reports that the company attributed negative results to
the non-operating losses of BRL216 million posted in the nine-
month period due to the effect of the foreign exchange rate on
the company's debt.

In the first nine months of 2003, the company posted non-
operating profits of BRL339 million. Last year, the company's
financial expenses were more than covered by financial income
due to the strong appreciation of the real against the US
dollar, whereas in the first nine months of 2004 the exchange
rate was relatively stable, the filing said.

The utility, which serves 1 million clients in Brazil's southern
most state of Rio Grande do Sul, reported revenues of BRL1.4
billion for the first nine months of 2004, 27% higher than the
figure posted in the previous year. AES Sul attributed higher
revenues to a 13.3% rate hike and a 3.6% rise in physical power
sales.


BANCO VOTORANTIM: S&P Rates Notes 'BB-'
---------------------------------------
Standard & Poor's Ratings Services assigned its 'BB-' foreign-
currency long-term credit rating to Banco Votorantim S.A.'s
(Nassau Branch) $50 million medium-term, fixed-rate note in
Brazilian reais, to be issued in November 2004 and maturing in
18 months.

Even though the transaction notional amount and the interest
rate are calculated based on the nominal amount of $50 million
converted in Brazilian reais, the payment of interest and
principal will be done offshore in hard currency, and therefore
the issue was assigned the same foreign currency rating as that
on the bank.

The local-currency counterparty credit ratings on the bank are
'BB/Stable/B' and the foreign-currency counterparty credit
ratings are 'BB-/Stable/B'. "The ratings on Banco Votorantim
S.A. consider the potential risks associated with the bank's
treasury business; its exposure to sovereign risk through its
securities portfolio, a common issue for Brazilian banks; and
the risks associated with the volatile economic environment in
Brazil," said Standard & Poor's credit analyst Daniel Araujo.
The ratings benefit from the implicit support of the Votorantim
Group (FC: BB-/Stable/--; LC: BBB-/Stable/--); the group's
strong brand-name recognition; and the bank's good
profitability, experienced management team, and efficient
decision-making processes.

The Votorantim Group is one of the largest and most influential
industrial conglomerates in Brazil. Its brand-name recognition
has helped the bank to leverage on its business, and the images
of both organizations are closely linked. The conglomerate
supervises the bank's activities and operations, and its
conservatism permeates the bank's activities. Banco Votorantim's
management is made up of professionals with vast experience in
the financial markets and the Group's companies.

The stable outlook on Banco Votorantim's local-currency credit
rating incorporates the economic risks of the Brazilian banking
industry and the balance between its good business profile, good
management, high profitability, and the potential risks related
to the quality of its growing private loan portfolio, especially
its consumer loans segment and its government securities.

The stable outlook on the foreign currency credit rating on
Banco Votorantim reflects the outlook on the sovereign credit
rating on the Federative Republic of Brazil.

PRIMARY CREDIT ANALYST: Daniel Araujo, Sao Paulo (55) 11-5501-
8939; daniel_araujo@standardandpoors.com

SECONDARY CREDIT ANALYST: Tamara Berenholc, Sao Paulo (55) 11-
5501-8950; tamara_berenholc@standardandpoors.com


EMBRATEL: Schedules Equity Offering for December 13
---------------------------------------------------
Following its acquisition by Telefonos de Mexico (Telmex),
Brazilian telephone company Embratel said Thursday it would hold
a public offer for common stock held by minority shareholders on
Dec. 13. According to Reuters, Embratel said it would pay 80% of
the price Telmex initially paid when it wrapped up the
acquisition of a 52% stake in Embratel for US$400 million in
late July.

"Our estimates indicate a price ... close to BRL15.59 (per
share)," Roberta Kosaka, an analyst at Banco Brascan, said in a
research note, adding that she saw little room for the stock to
appreciate in the short term.

At that price, Telmex would have to pay about BRL930 million
(US$329 million) to buy all the stock held by minority
shareholders.

Embratel, Brazil's largest long-distance operator, reported a
third-quarter net loss of BRL66.6 million ($1=BRL2.879). The
result was considerably worse than markets had expected due to a
surprise BRL107-million provision for possible tax and labor
liabilities. Executives indicated further provisions might
impact fourth-quarter results as well.

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

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


MRS LOGISTICA: 3Q04 Gross Revenues Reach BRL431.3 Mln
-----------------------------------------------------
MRS Logistica S.A. ('MRS') transported 25.6 million tons in the
3rd Quarter of 2004 (3Q04), 5.5% above volumes achieved in 2Q04
and 11.2% higher when compared with the same period of previous
year. The Company established a new monthly transportation
record, with 8.62 million tons shipped in July, surpassing the
100 million-tons/year production rate. The increase in volumes
in the quarter was a consequence of record shipments of iron ore
(MBR, CVRD and Cosipa), bauxite (CBA) and containers.

In October, the Company achieved again a new transportation
record, shipping 8.82 million tons. Total volume transported in
the first 9 months of 2004 reached 71,8 million tons, 13.2%
higher when compared to the same period of 2003. Heavy haul and
general cargo volumes increased 14% and 9%, respectively,
compared with the same period of 2003.

Revenues, Costs and EBITDA:

Gross revenues in 3Q04 reached R$ 431.3 million, 13.9% and 20.5%
higher when compared with 2Q04 and 3Q03, respectively. Gross
revenues accumulated in 2004 reached R$ 1,145 million, a 16.2%
growth when compared with the same period of last year.

Heavy haul and general cargo revenues in the year increased 12%
and 30%, respectively, compared to the same period of 2003.

Costs of materials and services in the first 9 months of 2004
were 55% and 21% higher, respectively, when compared to the same
period of 2003, due to the expansion of a preventive maintenance
plan for locomotives and wagons.

Fuel and lubricant costs accumulated in 2004 were 11.5% greater
than in 2003, as a consequence of higher volumes shipped
throughout the period.

EBITDA reported in 3Q04 amounted to R$ 177.9 million, 21.3% and
14.4% greater than registered in 2Q04 and 3Q03, respectively.
Total EBITDA in 2004 grew 11% compared to previous year,
totaling R$444.4 million, with a 45% margin.

Operating and Net Income:

Operating income, before financial effects, totaled R$395
million in 2004, up 9% compared to 2003. Net income accumulated
in the year reached R$146.6 million, against R$176.2 million
registered in 2003. This decline was caused by higher net
financial expenses, primarily exchange and monetary variations,
which amounted to R$167 million in 2004, against R$122 million
in 2003.

As a result of the sustained profitability reported by the
Company in the last 12 months, shareholders' equity amounted to
R$427 million in 3Q04, a R$322 million increase over the R$105
million registered in 3Q03.

Indebtedness:

Consolidated net debt at 3Q04 was reduced to R$ 497.3 million,
35.5% lower than recorded in 3Q03, as a result of the increasing
cash generation throughout the period. The net debt/EBITDA (last
12 months) ratio in 3Q04 was 0.83, down from 1.19x in 3Q03, a
solid improvement in the Company's capacity to meet its
financial obligations.

Debenture Issuance:

On October 14, 2004, the Comisao de Valores Mobiliarios - CVM
(Brazilian Securities and Exchange Commission) approved a R$500
million Debenture Program for MRS under CVM's 400 Instruction.
Simultaneously, the Company issued R$150 million simple, non-
convertible and unsecured debentures, under the above mentioned
Program with the objective of extending its debt maturity. The
main characteristics of the issuance are:

Issue Date: September 1st, 2004
Quantity: 15,000 debentures
Nominal Amount: R$10,000.00
Maturity: September 1st, 2008
Interest: 100% of the CDI (Brazilian Interbank Rate) plus 1.20%
p.a., paid semi-anually on March 1st and September 1st.
Rating: brA (Standard & Poor's)
Settlement date: October 15, 2004

The great demand for the securities (over R$400 million),
allowed MRS to obtain a lower interest rate and access a large
base of investors, totaling 56 debenture holders, among pension
and investment funds, banks and individuals.

Capital Expenditures:

In the first 9 months of this year, the Company applied R$202.6
million to capex, 130% more than the R$88.2 million invested in
2003. The major projects are:

- 550 new GDT wagons were incorporated to MRS' fleet, part of a
630 wagons acquisition from Amsted-Maxion, in order to meet the
increasing demand for iron ore in the year.

- Acquisition of 26 GE-C36 locomotives from Helm Financial
Corporation, which arrived in August and are already operative.
At the end of 3Q04, 14 locomotives were already adapted to the
1.60 m gauge and operative.

- Improvement, extension and duplication of several sections of
the permanent way and yards, totaling a R$33 million capex.

Commercial/Operational Highlights:

- Agreement with V&M Tubes do Brasil (former Manesman) for the
transport of steel tubes from V&M's plant in Belo Horizonte to
Rio de Janeiro and Sao Paulo, and also for export via the ports
of Rio and Sepetiba. Monthly volumes shipped are currently
25,000
tons.

- Agreement with several pig iron producers from the region of
Sete Lagoas (Belo Horizonte - MG) to transport their production
for export through the Port of Rio de Janeiro. The products are
initially moved by trucks from the pig iron plants to MRS' rail
terminal in Joaquim Murtinho (Conselheiro Lafaiete - MG) where
the cargo is then transferred to trains until the Port of Rio.

Currently with 22,000 tons/month shipments, this transport
should reach 35,000 tons/month in November.

- In September and October, MRS established new records for
containers, shipping 8.6 and 9.4 thousand 20-feet containers
(TEUs). MRS projects shipping 86,000 TEUs in 2004, achieving an
11% increase regarding 2003. The containers are predominantly
moved through 5 express routes (Santos (SP) - Vale do Paraiba
(SP), Santos - Sao Paulo - Jundiai (SP), Santos - Campinas (SP),
Rio de Janeiro/Sepetiba - Belo Horizonte (MG) and Rio de
Janeiro/Sepetiba - Vale do Paraiba) for clients such as Fiat,
Volkswagen, General Motors, Daimler-Crysler, Ford, Toyota,
Hamburg Sud/Alian‡a and P&O Nedlloyd/ Mercosul Line.

- Begining of transportation of steel products for Gonvarri, a
steel producer located in Campinas (SP), for export through the
Port of Sepetiba, with initial shipments of 2,000 tons/month.

- Improvement of MKBF (average distance between failures)
statistics from 14,900 Km/month in 3Q03 to 22,300 Km/month in
3Q04, due to the intensification in preventive maintenance of
locomotives.

- Improvement of the railroad safety statistics from 22.4
accidents/million trains.km in 3Q03 to 15.8 accidents/million
trains.km in 3Q04.

To view financial statements:
http://bankrupt.com/misc/3Q04MRSLogistica.pdf



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

ENDESA CHILE: Sells SING Line to Local Mining Firm
--------------------------------------------------
Generator Endesa Chile (NYSE:EOC) announced Wednesday the sale
of its 220kV, 120km transmission line in the northern SING grid
to local mining company Dona Ines de Collahuasi, reports
Business News Americas.

The line, which was owned by Endesa's generation subsidiary
Celta, was sold for US$20.5 million. The operation is the latest
in Endesa's asset divestment program begun in late 2002 to
bolster the company's balance sheet.

Endesa, and its parent, Chilean electricity holding Company
Enersis SA (ENI), recently signed US$600 million in bank loans
to refinance debt

Endesa signed a US$250-million six-year loan priced at 0.375
percentage point over the London interbank offered rate, while
Enersis signed a US$350-million four-year loan also priced at
0.375 percentage point over Libor.

The lead banks on the loan were BBVA Securities, Caja Madrid,
Citigroup Global Markets, Inc., and Santander Investments
Securities Inc.

CONTACT: ENDESA CHILE
         Santa Rosa 76
         Santiago, CHILE
         Phone: (212) 688-6840
         Fax: (212) 838-3393
         Web Site: http://www.endesa.cl



===================
C O S T A   R I C A
===================

ICE: May Reopen Tender for 3G Telecom Network
---------------------------------------------
Telecom companies could get another chance to bag Costa Rica's
mobile network expansion contract as ICE, the local telecom
monopoly, mulls a re-launch of the tender offer. La Prensa Libre
reports that this time around, the field is open for other
players since ICE has blacklisted Ericsson and Alcatel from
future equipment contracts in the wake of the corruption scandal
that involved ICE officials and its suppliers.

The comptroller general has nullified the 600,000-line GSM
contract secured by Ericsson although the Swedish telecom giant
has appealed for the validation of its contract.

While ICE still has to wait for the constitutional court to
resolve the issue with Ericsson before it can reopen the tender,
several companies have been touted as viable candidates to take
over the contract.

Pyramid Research Latin America analyst Marc Einstein told
Business News Americas that Motorola and Finnish vendor Nokia
are best positioned to win the contract on the strength of the
work they have done in the region.



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

ROYAL SHELL: To Retain Jamaican Operations
------------------------------------------
Royal Dutch/Shell intends to stay in Jamaica, where it remains
the largest gas retailer, the Business Observer reports, citing
Shell Company West Indies operations manager Winston Ormsby.
Mr. Ormsby's comments came after Shell said it is divesting of
its businesses in the Eastern Caribbean, Guyana and Suriname.

"It was a business decision to sell the operations," Mr. Ormsby
said, adding, "they must have felt that it was prudent to do
so."

Shell has 56 service stations in Jamaica, the most for any
marketing company, and has its main office and holding facility
in Rockfort, East Kingston.

Last Friday, Shell announced it will sign a Sale and Purchase
Agreement and a Trade Mark Licence Agreement relating to the
divestment of its Oil Products businesses in Barbados, St.
Lucia, Netherlands Antilles, St. Kitts & Nevis, British Virgin
Islands, Anguilla, Grenada, St. Vincent, Antigua, Dominica,
Belize, Guyana and Suriname, excluding the Aviation business.

The agreements relate to Shell's retail, commercial, local
marine and liquified petroleum gas (LPG) businesses and includes
a network of 111 retail service stations and 30 distribution
depots geographically spread across the region.

The sale is subject to regulatory approval and completion is
expected early in 2005.



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

GRUPO ELEKTRA: Commences Trading in Latibex on Tuesday
------------------------------------------------------
Grupo Elektra S.A. de C.V. (NYSE: EKT; BMV: Elektra) (Latibex:
XEKT), Latin America's leading specialty retailer, consumer
finance and banking services company, announced Thursday that it
has formally requested its incorporation to Spain's Latibex
Market and plans to begin trading its stock next Tuesday,
November 16, under the ticker "XEKT".

Latibex, the only international market dedicated to Latin
American equities in Euros, was created on December 1999, and is
regulated by the current Spanish Stock Exchange Market Law. This
market represents an ideal way to efficiently funnel European
investments to Latin America, as it allows investors from that
region to buy and sell stock of the main Latin American
companies through a unique market, with a unique operating
system to contract and settle under one currency: the Euro.

Therefore, Latin American equities quoted on Latibex are traded
and settled as any other Spanish equity. On the other hand,
Latibex represents for the main Latin American companies a
simple, efficient and transparent access to the European
equities market.

Grupo Elektra's ordinary shares, with full corporate and
economic rights, will trade in the same units traded in Mexico:
one share.

"Grupo Elektra maintains a global vision and will become a proud
member of Latibex, through which it will be able to introduce
its business strategy to an experienced group of European
investors, who will be able to share the success of our
Company," commented Javier Sarro, Grupo Elektra's CEO.

Including Grupo Elektra, there are already seven Mexican
companies in this market, out of a total of 34 equities from
seven Latin American countries, consolidating Latibex as the
third largest Latin American equities market in terms of market
capitalization.

Bancoval, a Spanish institution specialized in offering services
to other financial organizations, will act as the link ("entidad
de enlace") between the two markets, and GBM, Grupo Bursatil
Mexicano, a highly recognized Mexican brokerage house, will act
as the custodian in the country of origin.

About Grupo Elektra

Grupo Elektra is Latin America's leading specialty retailer,
consumer finance and banking services company. Grupo Elektra
sells retail goods and services through its Elektra, Salinas y
Rocha, Bodega de Remates and Elektricity stores and over the
Internet. The Group operates 947 stores in Mexico, Guatemala,
Honduras and Peru. Grupo Elektra also sells and markets its
consumer finance, banking and financial products and services
through its Banco Azteca branches located within its stores and
in other channels. Banking and financial services include
consumer credit, personal loans, money transfers, extended
warranties, savings accounts, term deposits, pension-fund
management and insurance.

CONTACTS: Investor and Press Inquiries:
          Mr. Esteban Galindez, CFA
          Director of Finance & IR
          Grupo Elektra, S.A. de C.V.
          Phone: +52-(55)-8582-7819
          Fax: +52-(55)-8582-7822
          e-mail: egalindez@elektra.com.mx

          Mr. Rolando Villarreal
          Head of Investor Relations
          Grupo Elektra, S.A. de C.V.
          Phone: +52-(55)-8582-7819
          Fax: +52-(55)-8582-7822
          e-mail: rvillarreal@elektra.com.mx

          Ms. Samantha Pescador
          Investor Relations
          Grupo Elektra, S.A. de C.V.
          Phone: +52-(55)-8582-7819
          Fax: +52-(55)-8582-7822
          e-mail: spescador@elektra.com.mx

          Web Site: http://www.grupoelektra.com.mx/


SANLUIS CORPORACION: Fitch Affirms Ratings at 'B-/CCC+'
-------------------------------------------------------
Fitch Ratings has affirmed the ratings of 'B-' to the senior
secured debt obligations and 'CCC+' to the senior unsecured
obligations of SANLUIS Corporacion, S.A. de C.V. (SANLUIS). The
senior secured rating of 'B-' applies to the US$244 million of
bank loans held by SANLUIS' operating subsidiaries and secured
by assets, while the senior unsecured rating of 'CCC+' applies
to the US$54 million of 8% senior notes due 2010 and US$76.2
million of 7% mandatory convertible debentures due 2011. The
Rating Outlook for all ratings is Stable.

The ratings are based on the company's strong business position
as the leading supplier of leaf springs (light truck
suspensions) to the North American Free Trade Agreement (NAFTA)
market, with an estimated market share close to 90% for the
U.S., Canada, and Mexico combined. The company is also an
important supplier of brake components to NAFTA, with an
estimated 12% market share. The ratings are also supported by
the company's hard currency generation, with 72% of revenues for
the first nine months of 2004 earned from direct exports, almost
all of them to the U.S.

The ratings reflect the company's high leverage and continued
pressures on margins and EBITDA related to higher raw material
costs, despite significant revenue growth. Since 2003, sales of
suspension components (which account for 77% of total volume
sold for the first nine months of 2004) have rebounded, driven
by higher demand and increased market share. During the first
nine months of 2004, total revenues grew by 24%, led by a 30%
growth in suspension components. Sales of brake components have
remained stable.

International steel prices have increased significantly since
the second half of 2003. Steel accounts for roughly one half of
the company's cost base. This has resulted in the EBITDA margin
deteriorating from 14% in 2003 to 9% for the quarter ended Sept.
30, 2004. The majority of SANLUIS' auto part sales are under
long-term, price-fixed contracts with General Motors, Ford,
DaimlerChrysler, and other vehicle manufacturers. SANLUIS, as
other auto suppliers have done, initiated negotiations with
original equipment manufacturers (OEMs) to pass through cost
increases related to steel prices. The company believes that
such negotiations should eventually conclude in at least a
partial recovery of incremental costs that will translate into a
gradual recovery of profitability. Notwithstanding, over the
next few months, SANLUIS will continue to face challenging
industry operating conditions as steel prices are forecasted to
remain high in 2005. Further deterioration of profitability and
EBITDA may pressure the ratings at current levels.

Total debt including off-balance sheet debt at Sept. 30, 2004
was US$392 million, which represents a reduction from US$424
million at Dec. 31, 2003. The company has repaid debt with cash
generation. The debt is composed of US$15 million at the SANLUIS
holding company level, US$54 million of senior notes at the
SANLUIS Co-Inter S.A. (SISA) intermediary holding company level,
US$25 million at the brake group subsidiary level, US$219
million of bank loans at the suspension group subsidiary level,
and US$2.4 million at the Brazilian subsidiary level. The
US$76.2 million off-balance sheet convertible debentures at the
intermediary holding company level are treated as debt by Fitch.
The company has no major debt maturities in the near term and
only US$32 million or 8% of total debt is due in the short term.
Over the near term, SANLUIS has no major capital expenditure
needs, which are restricted under loan covenant agreements.

Leverage remains high, with the ratio of total debt (including
off balance sheet debt) to EBITDA generation of US$63 million
over the 12 months ended Sept. 30, 2004 at 6.2 times (x).
EBITDA/interest expense during the first nine months of 2004 was
2.2 times (x). Adjusted for interest on the 7% mandatory
convertible debentures due 2011, which is noncash paid in kind
and capitalized, EBITDA/interest expense was 1.9x.

SANLUIS designs and manufactures suspension components (leaf
springs, coil springs, torsion bars, bushings, and stabilizer
bars) and brake components (drums and rotors) for pickup trucks,
sport utility vehicles, minivans, and automobiles. The company
is the leading producer of leaf springs (used in the suspensions
of light trucks) in the NAFTA market. SANLUIS earned US$561
million of revenues and US$63 million of EBITDA in the 12 months
ended Sept. 30, 2004.


TV AZTECA: Distributes $22M Dividend to Shareholders
----------------------------------------------------
TV Azteca, S.A. de C.V. (NYSE: TZA; BMV: TVAZTCA), one of the
two largest producers of Spanish language television programming
in the world, announced that it made cash distributions Thursday
of approximately US$22 million to shareholders, equivalent to
US$0.0077 per CPO, or US$0.1243 per ADR. The distributions were
approved by TV Azteca shareholders on April 15, as previously
announced.

The company noted the cash distributions are part of its ongoing
plan to allocate a substantial portion of TV Azteca's cash
generation to make distributions to shareholders of over US$500
million, and to reduce the company's debt by approximately
US$250 million within a six-year period that started in 2003.

Within the cash usage-plan the company has made aggregate
distributions to date of US$195 million, consisting of a US$125
million disbursement on June 30, 2003, US$15 million on December
5, 2003, US$33 million on May 13, 2004, and Thursday's US$22
million. The accumulated distributions are equivalent to a 10%
yield based on the closing price of the TV Azteca ADR on
November 10, 2004.

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

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

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

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

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


TV AZTECA: Seeks Inclusion In Latibex
-------------------------------------
TV Azteca, S.A. de C.V. (NYSE: TZA; BMV TVAZTCA), one of the two
largest producers of Spanish-language television programming in
the world, announced that it has formally requested
incorporation into Spain's Latibex market, and that it expects
to begin trading Tuesday, November 16, under the ticker XTZA.

Latibex, the only international market dedicated to Latin
American equities, was created in December 1999 and is regulated
by the Spanish Exchange Market Law. This market represents an
ideal way to efficiently funnel European investments to Latin
America by allowing investors to buy and sell stock of principal
Latin American companies with a unique operating system to
contract and liquidate under the same currency: the euro.

TV Azteca's ordinary participation certificates (CPOs) will
trade on Latibex in negotiating units representing 10 CPOs under
the ticker XTZA, with full economic rights, but without voting
rights for non-Mexican investors.

"Incorporation into the Latibex market will allow accessing a
universe of savvy European investors that have found an
efficient platform to channel their resources to some of the
most attractive companies in the Americas," commented Mario San
Roman, Chief Executive Officer of TV Azteca.

Bancoval, a Spanish institution specialized in services for
financial organizations, will serve as the link between the two
markets (entidad de enlace), and GBM, Grupo Bursatil Mexicano, a
highly recognized Mexican brokerage house, will act as the
custodian for Mexico.

CONTACT: TV Azteca S.A. de C.V.
         Periferico Sur
         No. 4121
         Col., Fuentes del Pedregal
         14141 D.F.
         Mexico
         Phone: 52-5-420-1313



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

ABN AMRO: Moody's Changes Rating Outlook to Stable From Negative
----------------------------------------------------------------
Moody's Investors Service changed its rating outlook for the
Caa1 long-term foreign currency deposits ratings of ABN AMRO
Bank N.V., Montevideo Branch to stable from negative.

The change in outlook is the direct result of the rating
agency's move to change the outlook on Uruguay's Caa1 foreign
currency country ceiling for bank deposits.


BANCO A.C.A.C.: Moody's Revises Outlook Ratings
-----------------------------------------------
Moody's Investors Service changed its rating outlook for the
Caa1 long-term foreign currency deposits ratings of Banco
A.C.A.C. S.A. to stable from negative.

The change in outlook is the direct result of the rating
agency's move to change the outlook on Uruguay's Caa1 foreign
currency country ceiling for bank deposits.


BANCO HIPOTECARIO: Moody's Changes Ratings Outlook
--------------------------------------------------
Moody's Investors Service changed its rating outlook for the
Caa1 long-term foreign currency deposits ratings of Banco
Hipotecario del Uruguay to stable from negative.

The change in outlook is the direct result of the rating
agency's move to change the outlook on Uruguay's Caa1 foreign
currency country ceiling for bank deposits.


BANCO SANTANDER: Moody's Moves Outlook to Stable
------------------------------------------------
Moody's Investors Service changed its rating outlook for the
Caa1 long-term foreign currency deposits ratings of Banco
Santander, S.A. (Uruguay) to stable from negative.

The change in outlook is the direct result of the rating
agency's move to change the outlook on Uruguay's Caa1 foreign
currency country ceiling for bank deposits.


BANKBOSTON: Moody's Changes Outlook for Caa1 LTFC Deposits Rtgs
---------------------------------------------------------------
Moody's Investors Service changed its rating outlook for the
Caa1 long-term foreign currency deposits ratings of BankBoston,
N.A. (Uruguay) to stable from negative.

The change in outlook is the direct result of the rating
agency's move to change the outlook on Uruguay's Caa1 foreign
currency country ceiling for bank deposits.


BANCO DE LA REPUBLICA: Moody's Changes Outlook For Ratings
----------------------------------------------------------
Moody's Investors Service changed its rating outlook for the
Caa1 long-term foreign currency deposits ratings of Banco de la
Republica Oriental del Uruguay to stable from negative.

The change in outlook is the direct result of the rating
agency's move to change the outlook on Uruguay's Caa1 foreign
currency country ceiling for bank deposits.


LLOYDS TSB: Moody's Changes Outlook for Caa1 LTFC Deposits Rtgs
---------------------------------------------------------------
Moody's Investors Service changed its rating outlook for the
Caa1 long-term foreign currency deposits ratings of Lloyds TSB
Bank plc (Uruguay) to stable from negative.

The change in outlook is the direct result of the rating
agency's move to change the outlook on Uruguay's Caa1 foreign
currency country ceiling for bank deposits.



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

CITGO: Details $2 Billion, Four-Year Expansion Plan
---------------------------------------------------
"The vision for the PDVSA / CITGO team is to play "the perfect
game" in providing the necessary leadership to meet the future
energy needs of the Western Hemisphere and beyond," stated CITGO
President and CEO Luis Marin in remarks to a gathering of the
company's top light oils fuels marketers conducted Nov. 11 at
the Marriott Wardman Park Hotel.

"Over the next 20 years, forecasted increases in world demand
will require 40 million barrels per day of new refining capacity
but the days of inexpensive, incremental expansions on the part
of refiners in the U.S. are a thing of the past. To attract new
grassroots investment, downstream margins must increase and our
feet are firmly set on the road ahead to accomplish just that,"
Marin said.

Marin's comments, along with those of syndicated columnist and
political observer George F. Will, were two of the highlights of
the meeting. Overall, the two-day meeting consisted of
information-sharing and events focusing on independent marketers
representing many of the more than 13,000 independent
gasoline/convenience locations flying the CITGO flag in the U.S.
CITGO has long been committed to the marketer class of trade and
the meeting underscored that allegiance.

"CITGO is continuously looking for new opportunities. Over the
next four years we will be investing more than $2 billion,"
Marin said. He explained that the focus of this investment will
be heavily concentrated in the strategic expansion and
enhancement of the company's refineries as well as addressing
regulatory requirements and environmental stewardship. "We are
committed to the `CITGO model.' The advice we give, the
decisions we make will always be in your best interest because
when you succeed, we succeed."

Acting as master-of-ceremonies, CITGO General Manager Marty
Sedlacek introduced other members of the company's executive
team representing the three primary links on the value chain for
the marketers. Sedlacek provided commentary that helped put the
messages in context vis-a-vis the marketers' point-of-view.
Chief Operating Officer Jerry Thompson provided insight on the
CITGO roadmap for meeting the refining challenges of this young,
new century while Vice President of Supply & Distribution Bill
Hatch overviewed the company's supply team commitment to provide
"perfect game results" in reliability of product delivery.

General Manager, Marketing Services, Bill McCollough rounded out
the General Session with a fast-paced presentation demonstrating
how the CITGO commitment to listening closely to its customers-
both trade channel and the consumer-results in an arsenal of
aggressive, highly targeted marketing strategies and programs.
Each program is designed for optimum flexibility in order to fit
the specific needs of each individual marketer.

McCollough shared the new CITGO brand positioning message that
emerged from recent research among CITGO marketers and
consumers. The research probed for converging attributes both
groups find attractive and compelling about the CITGO brand. The
resulting knowledge contributed to new brand image ads that will
roll out in the coming year which marks the 40 th anniversary of
the CITGO brand. He went on to declare that this message would
be driven home at street level through an advertising plan that
draws heavily on hard-hitting regional/local media and traffic-
driving promotions. CITGO marketers pool funds with CITGO to
mount these programs in their individual regions and markets.

McCollough highlighted the renewal of the CITGO BASSMASTER
Tournament Trail sponsorship via a recently inked five-year
commitment and the significant brand exposure gleaned from the
company's advertising in ESPN's popular "Race to the Triple
Crown" series. A key marketing strategy for 2005 and beyond is
CITGO's Hispanic Marketing Initiative that seeks to leverage the
company's Latin American ownership to Hispanic consumers
throughout the United States - a population which has grown 61
percent since 1990 and now wields an estimated $675 billion
annual purchasing power.

And finally, the meeting ended with a tribute to the marketers'
significant fund-raising contribution to CITGO's long-standing
cause celebr‚ , the Muscular Dystrophy Association. The company
and marketer representatives presented a check totaling a
record-setting $7.5 million at the recent Jerry Lewis Labor Day
Telethon representing the top contribution from a corporation.
McCollough stated that this accomplishment would not be possible
without the help of the marketers and their retailers through
their local fund-raising efforts such as Shamrocks Against
Dystrophy and other events.

CITGO will hold a similar meeting among marketers from its
Southern Region in New Orleans the following week on Nov. 17 and
18.

CITGO, based in Houston, is a refiner, transporter and marketer
of transportation fuels, lubricants, petrochemicals, refined
waxes, asphalt and other industrial products. The company is
owned by PDV America, Inc., an indirect wholly owned subsidiary
of Petr˘leos de Venezuela, S.A., the national oil company of the
Bolivarian Republic of Venezuela.

CONTACTS: Investor Relations:
          Ms. Kate Robbins
          Public Affairs Manager
          Phone: (832) 486-5764
          e-Mail: InvRel@citgo.com



                            ***********


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 * * *