TCRLA_Public/041117.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

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

         Wednesday, November 17, 2004, Vol. 5, Issue 228

                            Headlines


A R G E N T I N A

ACINDAR: S&P Maintains 'raD' Rating on $100M Worth of Bonds
BANCO NACION: To Get $30M Credit From Korea's Eximbank
CABLEVISION: EBITDA Rises 16.4% Y-on-Y in First 9 Months of 2004
GAS ARGENTINO: Fitch Confirms `D(arg) Rating on $130M of Bonds
HOTEL INTERLAKEN S.A.: Secures Restructuring Approval

IMPSAT FIBER: Third Quarter Net Revenues Total $57.6M
JOSEPH ALBERT S.R.L.: Court OKs Creditor's Bankruptcy Motion
MILLICOM INTERNATIONAL: LatAm GSM Service Boosts Subscriber Base
RAGHSA: Local S&P Maintains 'Speculative' Bond Rating
REPSOL-YPF: Agrees to Finance Part of $169M Pipeline Expansion

SAGEMULLER S.A.: Reorganization Process Starts
SCP: Creditors Want To Block APE, Sale Of CGC
THE SECURITY GROUP: Court Names Trustee for Bankruptcy
TRANSPORTES AUTOMOTORES RIO: Begins Reorganization Process
TURISMO RIO: Court Gives Green Light for Reorganization


B E R M U D A

GLOBAL CROSSING: Posts $617M 3Q04 Revenue
MENTOR INSURANCE: Joint Liquidators Seek Release


B R A Z I L

BANCO SANTOS: Moody's Cuts Ratings Following Intervention
EMBRATEL: Registration For Tender Offer Approved
LIGHT SERVICOS: Reports Profit in 1st 9-Months of 2004


C O L O M B I A

CHIVOR: S&P Assigns 'B' Local, Foreign Currency Credit Rating


D O M I N I C A N  R E P U B L I C

TRICOM: Partners With BEC-TEL to Deploy Wireless Payphone System


M E X I C O

AHMSA: Judge Orders Banamex to Return Shares or Pay For Them
BALLY TOTAL: Seeking Waivers From Noteholders
BALLY TOTAL FITNESS: To Restate Financials
MAXCOM TELECOMUNICACIONES: To Spend $4.4M to Activate Phones

     -  -  -  -  -  -  -  -

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

ACINDAR: S&P Maintains 'raD' Rating on $100M Worth of Bonds
-----------------------------------------------------------
Standard & Poor's International Ratings, Ltd. Sucursal Argentina
maintains the `raD' rating on US$100 million worth of corporate
bonds issued by local company Acindar (Acindar Industria
Argentina de Aceros) under `Simple Issue.' The action was based
on the Company's finances as of September 30, 2004.

Argentina's securities regulator, the Comision Nacional de
Valores, or CNV, described the bonds affected as "Obligaciones
Negociables simples, no convertibles en acciones, autorizadas
por AGOyE de fecha 5.8.96." These bonds matured on February 16,
2004.

S&P said that an obligation is rated `raD' when it is in payment
default, or the obligor has filed for bankruptcy. The rating is
used when interest or principal payments are not made on the
date due, even if the applicable grace period has not expired,
unless S&P believes that such payments will be made during such
grace period.

CONTACT:  Acindar Industria Argentina de Aceros SA
          2739 Estanislao Zeballos Beccar
          Buenos Aires
          Argentina B1643AGY
          Phone: +54 11 4719 8500
          Fax: +54 11 4719 8501
          Home Page: http://www.acindar.ar.com
          Contact:
          Arturo Tomas Acevedo, Chairman


BANCO NACION: To Get $30M Credit From Korea's Eximbank
------------------------------------------------------
Federal Argentine bank Banco Nacion said it is to receive a
US$30-million credit line from Korea's Eximbank to finance
imports of Korean manufactured goods and services, reports
Business News Americas.

The two banks have signed a letter of intent to work together to
establish the necessary conditions for the first to access the
new credit line.

Nacion's Senior VP and head of financial institutions and
correspondent banking Patricio Suarez expects those conditions
to be met within the next two or three months if everything
proceeds according to plan.

The final credit line agreement will provide Argentine importers
with access to short-term financing and letters of credit, loan
guarantees and refinancing possibilities.


CABLEVISION: EBITDA Rises 16.4% Y-on-Y in First 9 Months of 2004
----------------------------------------------------------------
Cablevision S.A. ("Cablevision"), the largest multiple system
operator (MSO) in Argentina, reported for the Nine-Month Period
ended September 30, 2004 revenues from services of Argentine
Pesos ("Ps.") 544.7 million and earnings before interest, taxes,
depreciation, amortization and non-cash reserves ("EBITDA") of
Ps. 211.7 million. When compared to the Nine-Month Period ended
September 30, 2003, revenues increased in the Nine-Month Period
ended September 30, 2004 by Ps. 59.6 million or 12.3%, and
EBITDA increased in the Nine-Month Period ended September 30,
2004 by Ps. 29.8 million or 16.4% in Peso terms

In 2002, the Argentine Government issued a decree which, among
other things, provided for the restoration of inflation
accounting and instructed the Comision Nacional de Valores (the
"CNV") to issue specific procedures governing its application.
On July 25, 2002 the CNV issued Resolution NÝ415 which
established the application of inflation accounting procedures
starting January 1, 2002, to any financial statements filed
subsequent to the date of that resolution. With an effective
date of March 1, 2003, the CNV, through its Resolution NÝ441,
discontinued this methodology, thus eliminating the adjustment
for inflation.

As a result, amounts for the period from January 1, 2003 to
February 28, 2003, presented herein for comparative purposes,
have been restated in constant pesos as of February 28, 2003,
using the inflation rate measured by the domestic wholesale
price index.


      Nine-Month Period ended September 30, 2004
                        Vs.
      Nine-Month Period ended September 30, 2003

Effective March 1, 2003, the CNV, through Resolution NÝ441,
discontinued inflation adjustment accounting. As a result,
amounts for the period from January 1, 2003 to February 28,
2003, presented herein for comparative purposes, have been
restated in constant pesos as of February 28, 2003, using the
inflation rate measured by the applicable domestic wholesale
price index.

During the Nine-Month Period ended September 30, 2004,
Cablevision had revenues from services provided of Ps. 544.7
million, an increase of 12.3% compared to Ps. 485.1 million
registered in the Nine-Month Period ended September 30, 2003.
The increase is attributable to (i) the increase in the number
of subscribers in the Nine-Month Period ended September 30,
2004, and (ii) the price increase registered during 2004.
Programming costs increased by 7.3% to Ps. 137.4 million in the
Nine-Month Period ended September 30, 2004 from Ps. 128.0
million in the Nine-Month Period ended September 30, 2003. This
increase is principally attributable to (i) the increase in the
subscribers base during the Nine-Month Period ended September
30, 2004, and (ii) adjustments contemplated in certain
programming contracts. However, total programming costs as
percentage of gross cable revenues decreased to 29.9% in the
Nine-Month Period ended September 30, 2004, from 31.6% in the
Nine-Month Period ended September 30, 2003.

Cablevision's salaries, social security taxes and other payroll
expenses increased by 23.4% to Ps. 74.3 million in the Nine-
Month Period ended September 30, 2004, from Ps. 60.2 million in
the Nine-Month Period ended September 30, 2003. Such increase is
principally attributable to the incidence on salaries of the
increases regulated by the Argentine Government.

Depreciation expense decreased by 12.9% to Ps. 106.6 million in
the Nine-Month Period ended September 30, 2004 from Ps. 122.4
million in the Nine-Month Period ended September 30, 2003. The
decrease is principally attributable to the full depreciation of
certain equipment in 2003 and 2004.

Other costs increased by 5.4% to Ps. 121.3 million in the Nine-
Month Period ended September 30, 2004 from 115.1 million in the
Nine-Month Period ended September 30, 2003. The increase is
principally attributable to the increase in equipment
maintenance expenses and the obsolescence of certain materials
in the Nine-Month Period ended September 30, 2004.

In the Nine-Month Period ended September 30, 2004, the company
registered a financial loss of Ps. 335.4 million, compared to a
financial gain of 132.0 million registered in the Nine-Month
Period ended September 30, 2003. The variation is principally
attributable to the impact of the exchange rate differences in
each period.

As a consequence of the factors described above, Cablevision's
EBITDA and net loss for the Nine-Month Period ended September
30, 2004 were Ps. 211.7 million and Ps. 240.6 million
respectively, compared to Ps.181.9 million and a gain of Ps.
184.5 million in the Nine-Month Period ended September 30, 2003.

About Cablevision

Cablevision is the largest cable company in Argentina, based on
the number of subscribers served, which, as of September 30,
2004, was approximately 1.3 million. Cablevision believes that
it has the most technologically advanced distribution network in
the country. Its network passes approximately 3.5 million homes,
of which 89% are passed by cable plant with a bandwidth capacity
of at least 450 Mhz, including more than 50% that are passed by
cable plant with a bandwidth capacity of 750 Mhz.

Cablevision's shareholders are VLG Argentina LLC with a 50%
ownership interest, and companies affiliated with Hicks, Muse,
Tate & Furst, Incorporated with the remaining 50% ownership
interest in Cablevision, which jointly appoint management and
control Cablevision.

To view financial statements:
http://bankrupt.com/misc/3Q04CAbleVision.pdf

CONTACTS: Mr. Santiago Pena
          Phone: (5411) 4778-6520
          e-mail: mpigretti@cablevision.com.ar

          Mr. Martin Pigretti
          Phone: (5411) 4778-6546
          e-mail: spena@cablevision.com.ar

          Web Site: www.cablevision.com.ar


GAS ARGENTINO: Fitch Confirms `D(arg) Rating on $130M of Bonds
--------------------------------------------------------------
Fitch Argentina Calificadora de Riesgo S.A, the local arm of
Fitch Ratings, confirmed its `D(arg)' local-scale rating on Gas
Argentino SA's US$130 million of bonds (US$70mn currently
outstanding), reports Business News Americas.

Gas Argentino has been in default since April 2002 after its
unit Metrogas (NYSE: MGS) suspended its payments to the holding
in March of year.

Gas Argentino's only source of income is Metrogas, and so the
holding company is not expected to receive any funds until
Metrogas restructures its debt of around US$440 million.
Metrogas launched an offer in November 2003 but has pushed back
the deadline for its offer more than 10 times as talks with
creditors continue.

Gas Argentina is owned by Britain's BG (54.7%) and Spain's
Repsol YPF (45.3%).


HOTEL INTERLAKEN S.A.: Secures Restructuring Approval
-----------------------------------------------------
Hotel Interlaken S.A., a company operating in Buenos Aires,
begins reorganization proceedings after Judge Astorga of Buenos
Aires' civil and commercial Court no. 25 granted its "concurso
preventivo" petition.

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

According to Argentine news source La Nacion, the reorganization
will be conducted under the direction of accounting firm
"Estudio Carlos Peso Barros Garcia." The firm will validate
creditors claims until February 9 next year. The informative
assembly is scheduled on October 26, 2005.

In its filing, the Company disclosed assets valued at
US$$844,106 and liabilities totaling US$321,624.25.

CONTACT: Hotel Interlaken S.A.
         San Martin 323
         Buenos Aires

         "Estudio Carlos Peso Barros Garcia"
         Avenida Corrientes 3150
         Buenos Aires


IMPSAT FIBER: Third Quarter Net Revenues Total $57.6M
-----------------------------------------------------
                 RESULTS OF OPERATIONS

    Three and Nine months Ended September 30, 2004

                      Compared to

    Three and Nine months Ended September 30, 2003


Revenues

Our total net revenues for the three and nine months ended
September 30, 2004 equaled $57.6 million and $168.2 million.
This compares to total net revenues of $56.4 million and $168.9
million for the corresponding periods in 2003. Net revenues are
composed of net revenues from services and sales of equipment.

Our net revenues from services for the three and nine months
ended September 30, 2004 totaled $56.9 million and $167.2
million, an increase of $1.0 million (or 1.9%) and a decrease of
$0.6 million (or 0.4%) compared to the corresponding periods in
2003. Our net revenues from services during the third quarter of
2004 included net revenues from:

- satellite and broadband data transmission services

- Internet, which is composed of our Internet backbone access
and managed modem services

- data center, including hosting, housing and collocation,
services and other value added services, and

- telephony, including local, national and international long-
distance services

The slight increase in our net revenues from services in the
three months ended September 30, 2004, as compared to the
corresponding period in 2003, was due to increases in revenues
from Internet, value added and telephony services, partially
offset by decreases in our revenues from broadband and satellite
data transmission services.

- Our revenues from broadband and satellite services decreased
because of a reduction in the amount of services contracted by
several of our larger customers, partially offset by increases
in revenues from new and existing customers.

- We experienced higher Internet revenues principally because of
new customers and expansion of services to existing customers,
offset partially by pricing pressure resulting from competition.

- Our revenues from value added services increased compared to
the same period in 2003, principally because of revenues from
new customers.

- Our telephony services revenues increased during the third
quarter and first nine months of 2004 as compared to the same
periods in 2003 due to (i) our increased delivery during the
periods in 2004 of switched voice services to corporate
customers in Argentina and international call terminations to
end-user customers in Peru, partially offset by a decline in
traffic volume and services in the United States; and (ii) the
commencement of telephony services in Brazil to our corporate
customers, which we started in December 2003.

We had 3,150 customers as of September 30, 2004, compared to
2,808 customers at December 31, 2003 and 2,793 customers at
September 30, 2003. During the third quarter of 2004, we gained
a net total of 157 customers, including a net increase of 53
customers in Argentina and 18 customers in Brazil. As we expand,
the average size of customer, including the average revenues per
customer, has decreased. During the third quarter of 2004, we do
not believe that we lost any major customers to our competitors.

In addition to net revenues from services, our total net
revenues for the third quarter and first nine months of 2004
included revenues from sales of equipment, which totaled $0.7
million and $1.0 million, respectively. This compares to $0.6
million and $1.1 million for the same periods in 2003. Equipment
sales are ancillary to our core business and are generally
engaged in by our company only on an opportunistic basis.

Argentina is our largest market in terms of number of customers
and in revenues. After three years of adverse economic
conditions that commenced in 1999, in January 2002 the Argentine
Government defaulted on its external debt payments and devalued
its currency, exacerbating declining commercial confidence and
activity and further inflating exorbitant costs of financing for
Argentine companies. The economic downturn in Argentina
adversely affected many of our customers in that country and
caused a number of them to terminate their contracts with us,
fail to renew their contracts, reduce the amount of services
contracted, or delay their payment of amounts owed to us for
services provided. Although Argentina's economy has shown signs
of recovery during 2004, it continues to experience adverse
economic conditions and a lack of access to international
capital markets. We are unable to predict whether the conditions
affecting the Argentine economy will subside or if future
economic developments in Argentina will improve in any
significant respect, and it is possible that the Argentine
economic and political environment could deteriorate. The
political and economic conditions in Argentina, our largest
country of operation, will continue to materially affect our
financial condition and results of operations.

Notwithstanding the economic instability that continues to be
present in Argentina, our net revenues at IMPSAT Argentina
increased during 2004. Our total net revenues from services at
IMPSAT Argentina for the three and nine months ended September
30, 2004 totaled $15.7 million and $47.5 million, an increase of
$0.4 million (or 2.6%) and $2.2 million (or 4.9%) compared to
the corresponding periods in 2003. Although we anticipate
continued small growth in our revenues in Argentina through the
remainder of 2004, any devaluation of the Argentine peso could
adversely affect our results in that country.

IMPSAT Brazil's revenues from services for the three and nine
months ended September 30, 2004 totaled $8.3 million and $23.3
million, an increase of $0.2 million (or 2.7%) and $0.1 million
(or 0.6%) compared to the corresponding periods in 2003. IMPSAT
Brazil's revenues for the third quarter of 2004 increased by
$0.6 million, or 7.5%, from the second quarter of 2004. We
anticipate continued growth in revenues at IMPSAT Brazil during
the fourth quarter of 2004. Future or repeated devaluations of
the real , however, could have an adverse effect on IMPSAT
Brazil's and our company's overall financial condition and
results of operations.

In Colombia, we recorded revenues from services of $14.2 million
and $42.2 million during the three and nine months ended
September 30, 2004, compared to $13.4 million and $40.6 million
for the same periods in 2003.

Revenues at IMPSAT Venezuela equaled $8.2 million and $24.6
million for the third quarter and first nine months of 2004,
compared to $8.7 million and $26.3 million for the same periods
in 2003. Venezuela has experienced and continues to experience
political and economic uncertainty following the attempted
military coup staged against that country's President Hugo
Chavez during the first weeks of April 2002 and the labor
strikes that commenced in December 2002 and ended two months
later. In response to this political and economic turmoil
affecting Venezuela, the Venezuelan government imposed foreign
exchange and price controls during February 2003, making it
difficult for our customers in that country to obtain the U.S.
dollars needed to make payments due to us in U.S. dollars on a
timely basis. These foreign exchange controls also limit our
ability to convert local currency into U.S. dollars and transfer
funds out of Venezuela and to obtain U.S. dollars required to
purchase needed telecommunications equipment and repair parts.
The continuation or worsening of this crisis in Venezuela could
have a material adverse effect on IMPSAT Venezuela's results of
operations and financial condition.

Direct Costs. Our direct costs for the three and nine months
ended September 30, 2004 totaled $28.2 million and $79.1
million, an increase of $1.1 million (or 4.1%) and a decrease of
$4.4 million (or 5.3%) compared to the same periods in 2003. Of
our total direct costs for the three and nine months ended
September 30, 2004, $9.2 million and $24.9 million related to
the operations of IMPSAT Argentina, compared to $9.6 million and
$30.7 million for the corresponding periods in 2003. Direct
costs for IMPSAT Brazil totaled $4.3 million and $11.5 million
for the three and nine months ended September 30, 2004, compared
to $4.0 million and $12.3 million for the same periods in 2003.
Direct costs of our subsidiaries are described prior to the
elimination of intercompany transactions.

(1) Contracted Services. Contracted services costs include costs
of maintenance and installation (and de-installation) services
provided by outside contractors. During the three and nine
months ended September 30, 2004, our contracted services costs
totaled $5.4 million and $14.8 million, an increase of $1.1
million (or 27.2%) and $1.9 million (or 14.7%) compared to the
same periods in 2003. Of these amounts, maintenance costs for
our telecommunications network infrastructure, including the
Broadband Network, totaled $3.4 million and $9.8 million for the
third quarter and first nine months of 2004, compared to $3.0
million and $9.5 million for the same periods in 2003.
Installation costs totaled $2.0 million and $5.0 million for the
third quarter and first nine months of 2004, compared to $1.3
million and $3.3 million during the corresponding periods in
2003. Our installation costs increased as a result of an
increase in our number of customers and the expansion of our
business in the third quarter of 2004.

(2) Other Direct Costs. Other direct costs principally include
licenses and other fees; sales commissions paid to our salaried
work force and to third-party sales representatives; and our
provision for doubtful accounts. We recorded other direct costs
of $5.3 million and $14.9 million during the third quarter and
first nine months of 2004, a decrease of $0.6 million (or 9.5%)
and $3.6 million (or 19.5%) compared to the same periods in
2003.

Sales commissions paid to our salaried work force and to third-
party sales representatives for the three and nine months ended
September 30, 2004 totaled $1.8 million and $5.0 million,
compared to $1.6 million and $4.4 million for the corresponding
periods in 2003. The majority of these commissions related to
customers of IMPSAT Argentina.

We recorded a net reversal of a provision for doubtful accounts
of $1.0 million and $3.1 million for the three and nine months
ended September 30, 2004, compared to provisions for doubtful
accounts of $0.8 million and $3.4 million for the same periods
in 2003. At September 30, 2004, approximately 25.4% of our gross
trade accounts receivable were past due more than six months
compared to 31.6% at September 30, 2003. The average days in
quarterly gross trade accounts receivable decreased from 79 days
at September 30, 2003 to 61 days at September 30, 2004. The
average days in quarterly net trade accounts receivable
decreased from 48 days at September 30, 2003 to 42 days at
September 30, 2004.

(3) Leased Capacity. Our leased capacity costs for the three and
nine months ended September 30, 2004 totaled $17.0 million and
$48.7 million, an increase of $0.2 million (or 1.2%) and
decrease of $3.0 million (or 5.9%) from the corresponding
periods in 2003. As compared to the second quarter of 2004,
leased capacity costs for the third quarter of 2004 increased by
$1.0 million, or 6.4%. The increase in total leased capacity
costs for the third quarter of 2004 is primarily related to an
increase in interconnection and telephony termination costs as a
result of the increase in our telephony services in Argentina
and Peru and the commencement of such services in Brazil.

Our leased satellite capacity costs for the three and nine
months ended September 30, 2004 totaled $5.9 million and $17.7
million, a decrease of $0.6 million (or 9.9%) and $3.2 million
(or 15.2%) from the corresponding periods in 2003. In Argentina,
our leased satellite capacity costs totaled $1.8 million and
$5.5 million for the three and nine months ended September 30,
2004, as compared to $1.6 million and $5.5 million for the same
periods in 2003. Our leased satellite capacity costs for IMPSAT
Brazil totaled $0.7 million and $2.1 million for the three and
nine months ended September 30, 2004, as compared to $0.8
million and $2.6 million for the same periods in 2003. We had
approximately 722 MHz of leased satellite capacity at September
30, 2004 and 734 MHz at September 30, 2003.

Our costs for dedicated leased capacity on third-party fiber
optic networks totaled $6.1 million and $17.8 million for the
third quarter and first nine months of 2004, an increase of $0.1
million (or 2.2%) and $0.4 million (or 2.4%) compared to the
corresponding periods in 2003. These costs were incurred
principally in Argentina, Colombia and the Brazil. We will
continue to require leased capacity to provide
telecommunications services to clients with facilities outside
of the footprint of our Broadband Network in order to provide
end-to-end telecommunications services.

In connection with our domestic and international long distance
telephony services in Argentina, Peru and Brazil, we incur costs
for interconnection and telephony termination ("I&T") and
frequency rights. Our I&T and frequency rights costs totaled
$3.7 million and $9.8 million during the third quarter and first
nine months of 2004. These totals are composed of $3.1 million
and $8.1 million of I&T costs. This compares to $3.5 million and
$10.5 million of I&T and frequency rights costs during the third
quarter and first nine months of 2003 (composed of $2.6 million
and $7.8 million of I&T costs).

(4) Cost of Equipment Sold. In the three and nine months ended
September 30, 2004, we incurred costs of equipment sold of $0.6
million and $0.7 million, compared to $0.2 million and $0.4
million for the same periods in 2003.


Salaries and Wages

Salaries and wages for the three and nine months ended September
30, 2004 totaled $12.0 million and $35.9 million, a decrease of
$22,000 (or 0.2%) and an increase of $1.4 million (or 4.0%),
from the same periods in 2003. Our aggregate number of employees
increased slightly from 1,264 at September 30, 2003 to 1,279 at
September 30, 2004.

IMPSAT Argentina incurred salaries and wages for the three and
nine months ended September 30, 2004 of $2.9 million and $8.9
million, a decrease of $0.6 million (or 15.2%) and $0.2 million
(or 2.5%) compared to the same periods in 2003. IMPSAT Argentina
had 310 employees as of September 30, 2004 as compared to 300
employees as of September 30, 2003.

IMPSAT Brazil incurred salaries and wages for the three and nine
months ended September 30, 2004 of $2.2 million and $6.3
million, a decrease of $0.2 million (or 6.6%) and $0.4 million
(or 5.4%) compared to the same periods in 2003. IMPSAT Brazil
decreased its number of employees to 193 persons at September
30, 2004, compared to 212 persons at September 30, 2003.

Selling, General and Administrative Expenses

Our SG&A expenses consist principally of:

- publicity and promotion costs

- professional fees and other remuneration

- travel and entertainment

- rent

- plant services, insurance, telephone and energy expenses

We incurred SG&A expenses of $6.3 million and $17.7 million for
the three and nine months ended September 30, 2004, a decrease
of $0.1 million (or 2.2%) and $1.3 million (or 7.1%) compared to
the same periods in 2003. The decline in our SG&A expenses for
the first nine months of 2004 is due principally to a decrease
in insurance premiums, lower travel expenses and lower third-
party advisory fees.

SG&A expenses at IMPSAT Argentina for the three and nine months
ended September 30, 2004 totaled $1.9 million and $5.3 million,
which represented decreases of $0.1 million (or 6.9%) and $0.7
million (or 11.8%), from SG&A expenses incurred by IMPSAT
Argentina for the three and nine months ended September 30,
2003. SG&A expenses at IMPSAT Brazil for the three and nine
months ended September 30, 2004 totaled $1.0 million and $3.0
million, compared to $0.9 million and $3.1 million for the same
periods in 2003.

Gain on Extinguishment of Debt

We recorded a gain on extinguishment of debt of $0.1 million and
$0.1 million during the third quarter and first nine months of
2004, compared to $5.5 million and $14.3 million during the
corresponding periods in 2003. Our gain on extinguishment of
debt during the third quarter of 2004 related to the conversion
by a holder of $0.2 million in principal amount of our Series A
6% Senior Guaranteed Notes due 2011 into 16,100 shares of our
common stock. The gain from extinguishment of debt during the
three- and nine-month periods in 2003 was attributable to our
settlement in full of certain of our operating subsidiary vendor
financing obligations that were not resolved in connection with
our emergence from Chapter 11 in the first quarter of 2003.

Depreciation and Amortization

Our depreciation and amortization expenses for the three months
and nine months ended September 30, 2004 totaled $11.5 million
and $32.2 million. This represents an increase of $1.2 million
(or 11.8%) and a decrease of $6.4 million (or 16.5%) compared to
our depreciation and amortization for the corresponding periods
in 2003. The decrease in depreciation and amortization for the
nine months ended September 30, 2004 as compared to the same
period in 2003 is primarily due to the reduction of the dollar
value of our depreciable fixed asset base in connection with our
Chapter 11 reorganization.

Interest Expense, Net

Our net interest expense for the three months ended September
30, 2004 totaled $5.2 million, consisting of interest expense of
$5.4 million and interest income of $0.2 million, compared to
net interest expense for the three months ended September 30,
2003 of $4.2 million, consisting of $4.5 million of interest
expense and $0.3 million of interest income. Net interest
expense for the nine months ended September 30, 2004 totaled
$14.8 million, consisting of interest expense of $15.6 million
and interest income of $0.9 million, compared to net interest
expense of $11.2 million, consisting of $12.1 million in
interest expense and $0.9 million in interest income for the
same period in 2003. Our quarter over quarter interest expense
increased principally because of "payment in kind" accretion on
our Senior Series A and B Guaranteed Notes and certain
indebtedness of our subsidiaries, which represented $3.4 million
and $10.2 million, respectively, of our total interest expense
for the three and nine months ended September 30, 2004. Our
total indebtedness as of September 30, 2004 was $271.6 million,
as compared to $257.5 million as of September 30, 2003. The
increase in total outstanding indebtedness is comprised of the
accretion of $13.6 million in "payment in kind" interest and net
borrowings from short and long- term debt of $0.5 million.

Net (Loss) Gain on Foreign Exchange

We recorded a net gain on foreign exchange for the three months
ended September 30, 2004 of $7.2 million and a net loss on
foreign exchange for the nine months ended September 30, 2004 of
$2.8 million. This compares to net loss on foreign exchange of
$3.6 million and net gain on foreign exchange of $27.8 million
for the same periods in 2003. The net gain on foreign exchange
for the three months ended September 30, 2004 reflects
principally the effect of the appreciation during the third
quarter of 2004 of the Brazilian real on the book value of our
monetary assets and liabilities in Brazil. IMPSAT Argentina
recorded a net loss on foreign exchange for the three and nine
months ended September 30, 2004 of $0.5 million and $1.1
million, compared to a net gain for the third quarter and the
first nine months of 2003 of $0.8 million and $2.0 million.

Reorganization Items

We recorded reorganization items of $726.1 million in connection
with our emergence from Chapter 11 on March 25, 2003. See Note
11 to the Condensed Consolidated Financial Statements. No such
amounts were recorded for the three and nine months ended
September 30, 2004.

Provision for Foreign Income Taxes

For the three and nine months ended September 30, 2004, we
recorded a provision for foreign income taxes of $1.1 million
and $3.0 million, compared to a provision of $0.6 million and
$1.8 million for the same periods in 2003.

Net Income (Loss)

For the three months ended September 30, 2004 we recorded net
income of $0.7 million, and for the nine months ended September
30, 2004 we recorded a net loss of $15.8 million. This compares
to a net loss of $3.0 million and net income of $750.3 million
for the same periods in 2003. Our reduced net losses and net
income for the periods in 2003 were principally due to the
effects of the extraordinary gain on extinguishment of
indebtedness pursuant to the Plan (as discussed above under "-
Reorganization Items" and "-Gain on Extinguishment of Debt") and
our net income for the third quarter of 2004 related primarily
to our net gain on foreign exchange for such period as a result
of the effect of the appreciation of the Brazilian real on our
monetary assets and liabilities in that country. For the third
quarter and first nine months of 2004, we recorded an operating
loss of $0.3 million and operating income of $3.3 million,
respectively, compared to operating income of $6.2 million and
$7.6 million for the same periods in 2003.

Liquidity and Capital Resources

At September 30, 2004, we had total cash and cash equivalents of
$57.1 million. This compares to our cash, cash equivalents and
trading investments of $64.6 million at September 30, 2003 and
$64.0 million as of December 31, 2003.

As of September 30, 2004, approximately $5.1 million of our cash
and cash equivalents were held in Venezuelan bolivars by IMPSAT
Venezuela (based on the official exchange rate at that date of
Bs.1,920 = $1.00). Foreign exchange controls instituted in
Venezuela since February 2003 severely limit our ability to
repatriate these amounts and any other earnings from our
Venezuelan operations. We cannot predict the extent to which we
may be affected by future changes in exchange rates and exchange
controls in Venezuela. Future devaluations of the Venezuelan
bolivar and/or the implementation of stiffer exchange control
restrictions in that country could have a material adverse
effect on our financial condition and results of operations in
Venezuela. See "Quantitative and Qualitative Disclosures About
Market Risk - Foreign Currency Risk."

At September 30, 2004, our total indebtedness was $271.6 million
(as compared to $261.2 million at December 31, 2003 and $257.5
million at September 30, 2003). Of this amount, $45.1 million
represents the current portion of long-term debt and $226.4
million represents long-term debt. Our estimated cash interest
payments for 2005 are $17.9 million. In addition to our
requirements for debt service payments, our capital expenditures
budget for the fourth quarter of 2004 and the full year of 2005
currently contemplates that we will need approximately $43.0
million (including amounts spent to date). We do not have any
significant amounts of new financing committed by any of our
vendors or banks at this time.

Although we have emerged from bankruptcy, we remain in default
under indebtedness owed to one creditor who voted against the
Plan. Under the Plan, the claims of that creditor were
contingent obligations arising under guarantees by us of certain
primary indebtedness of IMPSAT Argentina. This default, which
relates to indebtedness totaling approximately $7.6 million in
outstanding principal amount, gives the creditor the right to
accelerate such indebtedness and seek immediate repayment of all
outstanding amounts and accrued interest thereon. There is no
assurance that we will be successful in reaching a definitive
agreement with this creditor to reschedule or restructure such
obligations. Under those circumstances, IMPSAT Argentina could
be forced to seek protection or liquidate under the bankruptcy
laws of Argentina.

As set forth in our condensed consolidated statement of cash
flows, our operating activities provided $19.4 million in net
cash flows for the first nine months of 2004, compared to $25.5
million provided by operating activities during the
corresponding period in 2003. The decrease in cash flow provided
by operating activities was primarily due to our net loss,
offset by a decrease in amortization and depreciation and a net
loss on foreign exchange.

For the first nine months of 2004, we used $21.9 million in net
cash flows for investing activities, compared to $10.9 million
of net cash flows provided by investing activities during the
corresponding period in 2003. The increased net cash flows used
in investing activities was principally due to purchases of
property, plant and equipment needed for the maintenance and
expansion of our business. During the first nine months of 2004,
we used $1.3 million in net cash flows from financing
activities. This compares to $6.3 million in net cash flows used
in financing activities during the corresponding period in 2003.

At September 30, 2004, we had leased satellite capacity with
annual rental commitments of approximately $16.1 million through
the year 2008 under non-cancelable agreements. The company has
entered into contracts for the purchase of satellite capacity
for approximately $15.0 million through 2015. In addition, at
September 30, 2004, we had commitments to purchase
telecommunications equipment amounting to approximately $7.7
million. Furthermore, we have leased from third parties a series
of terrestrial links for the provision of data, Internet and
telephony services to our clients in the different countries in
which we operate. We have committed to long term contracts for
the purchase of terrestrial links from third parties in
Argentina, Colombia, and the United States for approximately
$3.2 million per year through 2008. The remainder of the leases
are typically under one-year contracts, the early cancellation
of which is subject to a fee.


MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS

Overview

Reorganization

As discussed in our 2003 Annual Report on Form 10-K filed with
the Securities and Exchange Commission (the "SEC") on March 30,
2004, (the "2003 Form 10-K"), we filed a voluntary petition for
relief under Chapter 11 of the United States Bankruptcy Code
with the United States Bankruptcy Court for the Southern
District of New York on June 11, 2002 (the "Bankruptcy Case").

We subsequently filed a plan of reorganization (the "Plan") in
the Bankruptcy Case, which Plan was confirmed in the Bankruptcy
Case and became effective on March 25, 2003 (the "Effective
Date"), at which time we emerged from bankruptcy. Pursuant to
the Plan, we substantially reduced our outstanding debt and
annual interest expense and increased our liquidity. At December
31, 2002, prior to the effectiveness of the Plan, our long-term
debt, including current maturities and estimated liabilities
subject to the Chapter 11 proceeding, aggregated approximately
$1.09 billion. Also at December 31, 2002, our total indebtedness
(including unpaid accrued interest through the petition date
related to the Plan) aggregated $1.04 billion and our cash, cash
equivalents and trading investments totaled $55.6 million. As of
March 31, 2003, upon the effectiveness of the Plan, our total
indebtedness was reduced to approximately $267.5 million, and
our cash, cash equivalents and trading investments totaled
approximately $61.9 million.

Upon our emergence from bankruptcy on March 25, 2003, we adopted
"fresh start" reporting as required by SOP 90-7. Under SOP 90-7
fresh start reporting, a new reporting entity is considered to
be created and the recorded amounts of assets and liabilities
are adjusted to reflect their estimated fair values at the date
fresh start reporting is applied. Among other things, this
required us to allocate the reorganization value of our
reorganized company to its specific tangible and identifiable
assets and liabilities. The effect of the reorganization and the
implementation of SOP 90-7 fresh start reporting on our
condensed consolidated financial statements is discussed in
detail in Note 2 to our unaudited condensed consolidated
financial statements included elsewhere in this Report. As a
result of the implementation of SOP 90-7 fresh start reporting,
the consolidated financial statements of our company from and
after its emergence from bankruptcy are not comparable to the
consolidated financial statements in prior periods.

Revenues

Our contracts with our customers have in the past typically
ranged in duration from six months to five years and contracts
with our private telecommunications network customers have
generally been three-year contracts. Under the Argentine
"pesification" decree described below under "Currency Risks," if
a contract denominated in pesos is entered into after the
decree's enactment, payments under that contract are not
entitled to be adjusted by any price or related index.
Accordingly, in order to mitigate our inflation risk, our peso -
denominated contracts in Argentina are typically for shorter
terms ranging from three to six months. The customer generally
pays an installation charge at the beginning of the contract and
a monthly fee based on the quantity and type of equipment
installed. Except in Brazil and Argentina, the fees stipulated
in the majority of our contracts with customers are denominated
in U.S. dollar equivalents. Services (other than installation
fees) are billed on a monthly, predetermined basis, which
coincide with the rendering of the services. We report our
revenues net of deductions for sales taxes.

We have experienced, and anticipate that we will continue to
experience, downward pressure on our prices as we expand our
customer base, confront growing competition for private
telecommunications network services, and endure the effects of
periodic economic downturns in our countries of operation. When
we have renewed and/or expanded our contracts with existing
customers, the prices we charge have generally declined.

Although we believe that our geographic diversification provides
some protection against economic downturns in any particular
country, our results of operations and business prospects depend
upon the overall financial and economic conditions in Latin
America. Most of the countries in which we operate are
undergoing, or have experienced in recent years, political and
economic volatility. These conditions may have material adverse
effects on our business, results of operation and financial
condition.

Costs and Expenses

Our costs and expenses principally include:

- direct costs
- salaries and wages
- selling, general and administrative expenses
- depreciation and amortization

Our direct costs include payments for leased satellite
transponder, fiber optic and other terrestrial capacity. Our
pan-Latin American broadband fiber optic network (the "Broadband
Network"), which we began to commercialize in the fourth quarter
of 2000, has enabled us to decrease our payments for leased
satellite capacity as we have shifted transmission from leased
satellite facilities to our Broadband Network after the
satellite contracts expire. Other principal items composing
direct costs are contracted services costs and allowance for
doubtful accounts. Contracted services costs include costs of
maintenance and installation (and de-installation) services
provided by outside contractors. Installation and de-
installation costs are the costs we incur when we install or
remove earth stations, micro-stations and other equipment from
customer premises. Direct costs also include licenses and other
fees and sales commissions paid to third-party sales
representatives and to our salaried sales force.

Our selling, general and administrative expenses consist
principally of:

- publicity and promotion costs
- fees and other remuneration
- travel and entertainment
- rent
- plant services, insurance and corporate telecommunication and
energy expenses

Currency Risks

Except in Argentina and Brazil, the majority of our contracts
with customers provide for payment in U.S. dollars or for
payment in local currency linked to the exchange rate between
the local currency and the U.S. dollar at the time of invoicing.
Accordingly, inflationary pressures on local economies in the
other countries in which we operate did not have a material
effect on our revenues during the third quarter of 2004.
Nevertheless, given that the exchange rate is generally set at
the date of invoicing and that we in some cases experience
substantial delays in collecting receivables, we are exposed to
exchange rate risk, even in countries other than Argentina and
Brazil.

Under applicable law, our contracts with customers in Brazil
cannot and, under certain circumstances, our contracts with
customers in Argentina may not, be linked to the exchange rate
between the local currency and the U.S. dollar. Accordingly,
operations in Argentina and Brazil increase our exposure to
exchange rate risks. Any devaluation of the Argentine peso or
the Brazilian real against the U.S. dollar will generally affect
our consolidated financial statements by generating foreign
exchange gains or losses on dollar-denominated monetary
liabilities and assets and will generally result in a decrease,
in U.S. dollar terms, in our revenues, costs and expenses.
Because the majority of our debt service payments and a
significant portion of our costs (including capital equipment
purchases and payments for certain leased telecommunications
capacity) remain denominated and payable in U.S. dollars, our
financial condition and results of operations are dependent upon
our subsidiaries' (including IMPSAT Argentina and IMPSAT Brazil)
ability to generate sufficient local currency (in U.S. dollar
terms) to pay their costs and expenses and to satisfy our debt
service requirements.

In U.S. dollar terms, our revenues in Argentina and Brazil,
which are denominated in local currencies and represent a
significant proportion of our consolidated net revenues,
generally increase when the currencies in those countries
appreciate against the U.S. dollar, and decrease when those
currencies depreciate.

In addition, as a result of foreign currency exchange and
transfer controls established by the Venezuelan government in
February 2003, our contracts with customers in Venezuela are
currently being paid in local currency at the fixed exchange
rate established by the Venezuelan government between the local
currency and the U.S. dollar. As the exchange control
regulations do not permit us to exchange our cash and cash
equivalents in local currency into U.S. dollars without specific
governmental authorizations, the Venezuelan exchange control
regulations have adversely affected our exchange rate risks for
all dollar-denominated liabilities owing by our Venezuelan
operating subsidiary and our ability to receive dividends or
other distributions from that subsidiary. We cannot predict the
duration or other adverse effects that the current Venezuelan
exchange controls may have on our operating results and
financial condition.

Argentina

In early January 2002, the Argentine government abandoned the
decade-old fixed peso -dollar exchange rate and permitted the
peso to float freely against the U.S. dollar. The peso free
market opened on January 11, 2002 and traded at 1.65 pesos to
the U.S. dollar and has traded as low as 3.87 pesos to the U.S.
dollar on June 26, 2002. At September 30, 2003, the exchange
rate was 2.90 pesos to the U.S. Dollar, and at September 30,
2004, the exchange rate was 3.00 pesos to the U.S. dollar. As a
result of the " pesification " decree, IMPSAT Argentina's
customer contracts and operating cash inflows are now
predominantly denominated in pesos.

Brazil

At September 30, 2003, the real traded at a rate of R$2.92 =
$1.00, and it appreciated to R$2.87 = $1.00 at September 30,
2004. The daily average exchange rate for the real during the
third quarter of 2004 was R$2.94= $1.00, as compared to R$2.95 =
$1.00 during the third quarter of 2003.

Venezuela

Widespread discontent with the policies of the current
Venezuelan government produced a country-wide strike in the
beginning of December 2002 that lasted two months and seriously
disrupted economic activity in Venezuela and severely curtailed
the production and export of oil, the major source of
Venezuela's foreign exchange. In response, on February 5, 2003,
the Venezuelan government imposed foreign exchange and price
controls, making it difficult for our customers in that country
to obtain the U.S. dollars needed to make payments due to us in
U.S. dollars on a timely basis. These foreign exchange controls
also severely limit our ability to convert local currency into
U.S. dollars and transfer funds out of Venezuela. At December
31, 2002, the bolivar traded at a rate of Bs.1,392.00 = $1.00.
On February 6, 2003, the Venezuelan government set a single
fixed exchange rate for the bolivar against the U.S. dollar of
approximately Bs.1,600.00 = $1.00 as part of the new currency
controls. The Venezuelan government further devalued the bolivar
to Bs.1,920.00 = $1.00 on February 9, 2004. As such, on
September 30, 2003, the bolivar traded at a rate of Bs.1,600.00
= $1.00, and on September 30, 2004, the bolivar traded at a rate
of Bs.1,920.00 = $1.00.

Termination of Mexican Operations

During the first quarter of 2003, we determined to close our
operations in Mexico, which we initially established in 1994. We
entered into agreements with various parties to sell our real
estate and other real and personal property, including our
permits and licenses and our contracts with customers. These
transactions closed during 2003. Our results for the nine months
ended September 30, 2003 accordingly include revenues and
expenses related to the operations and sale of our Mexican
operations.

Off-Balance Sheet Arrangements

An off-balance sheet arrangement is any transaction, agreement
or other contractual arrangement involving an unconsolidated
entity under which a company has (1) made guarantees, (2) a
retained or a contingent interest in transferred assets, (3) an
obligation under derivative instruments classified as equity, or
(4) any obligation arising out of a material variable interest
in an unconsolidated entity that provides financing, liquidity,
market risk or credit risk support to the company, or that
engages in leasing, hedging or research and development
arrangements with the company. We have no arrangements of the
types described in any of these four categories that we believe
may have a material current or future effect on our financial
condition, liquidity or results of operations.

Critical Accounting Policies

In the ordinary course of business, the company has made a
number of estimates and assumptions relating to the reporting of
results of operations and financial position in the preparation
of its financial statements in conformity with U.S. GAAP. We use
our best judgment based on our knowledge of existing facts and
circumstances and actions that we may undertake in the future,
as well as the advice of external experts in determining the
estimates that affect our condensed consolidated financial
statements. Actual results could differ significantly from those
estimates under different assumptions and conditions. Our most
critical accounting policies are:

Revenue Recognition

We record revenues from data, value-added, telephony, and
Internet services monthly as the services are provided.
Equipment sales are recorded upon delivery to and acceptance by
the customer.

We have entered into agreements with carriers granting
indefeasible rights of use ("IRUs") and access to portions of
our Broadband Network capacity and infrastructure. Pursuant to
some of these agreements entered into prior to the filing of our
Bankruptcy Case, we received fixed advance payments for the
IRUs, which amounts received in advance were recorded as
deferred revenue. In the event that we enter into any such IRU
agreements in the future, we expect that we will defer any fixed
advanced payments for IRUs and will recognize the deferred
revenues from such IRUs ratably over the life of the IRUs.

Non-Monetary Transactions

We may exchange capacity on our Broadband Network for capacity
from other carriers through the exchange of IRUs. We account for
these transactions as an exchange of similar IRUs at historical
carryover basis with no revenue, gain or loss recognized.

Property, Plant and Equipment

Our business is capital intensive. We record at cost our
telecommunications network assets and other improvements that,
in management's opinion, extend the useful lives of the
underlying assets, and depreciate such assets and improvements
over their estimated useful lives. Our telecommunications
network is highly complex and, due to innovation and
enhancements, certain components of the network may lose their
utility faster than anticipated. We periodically reassess the
economic lives of these components and make adjustments to their
expected lives after considering historical experience and
capacity requirements, consulting with the vendors, and
assessing new product and market demands and other factors. When
these factors indicate that network components may not be useful
for as long as anticipated, we depreciate their remaining book
values over their residual useful lives. The timing and
deployment of new technologies could affect the estimated
remaining useful lives of our telecommunications network assets,
which could have a significant impact on our results of
operations in the future.

Impairment of Long-Lived Assets

We periodically review the carrying amounts of our property,
plant, and equipment to determine whether current events or
circumstances warrant adjustments to the carrying amounts. As
part of this review, we analyze the projected undiscounted cash
flows associated with our property, plant, and equipment.
Considerable management judgment is required in establishing the
assumptions necessary to complete this analysis. Although we
believe these estimates to be reasonable, they could vary
significantly from actual results and our estimates could change
based on market conditions. Variances in results or estimates
could cause changes to the carrying value of our assets
including, but not limited to, recording additional impairment
charges for some of these assets in future periods.

Basis for Translation

We maintain our consolidated accounts in U.S. dollars. The
accounts of our subsidiaries are maintained in the currencies of
the respective countries. The accounts of our subsidiaries are
translated from local currency amounts to U.S. dollars. The
method of translation is determined by the functional currency
of our subsidiaries. A subsidiary's functional currency is
defined as the currency of the primary environment in which a
subsidiary operates and is determined based on management's
judgment. When a subsidiary's accounts are not maintained in the
functional currency, the financial statements must be remeasured
into the functional currency. This involves remeasuring monetary
assets and liabilities using current exchange rates and non-
monetary assets and liabilities using historical exchange rates.
The adjustments generated by re-measurement are included in our
condensed consolidated statements of operations.

When the local currency of a subsidiary is determined to be the
functional currency, the statements are translated into U.S.
dollars using the current exchange rate method. The adjustments
generated by translation using the current exchange rate method
are accumulated in an equity account entitled "Accumulated other
comprehensive income (loss)" within our condensed consolidated
balance sheets.

Tax and Legal Contingencies

We are involved in foreign tax and legal proceedings, claims and
litigation arising in the ordinary course of business. We
periodically assess our liabilities and contingencies in
connection with these matters based upon the latest information
available. For those matters where it is probable that we have
incurred a loss and the loss or range of loss can be reasonably
estimated, we have recorded reserves in our condensed
consolidated financial statements. In other instances, because
of the uncertainties related to both the probable outcome and
amount or range of loss, we are unable to make a reasonable
estimate of any liability. As additional information becomes
available, we adjust our assessment and estimates of such
liabilities accordingly.

In addition, we may be audited by foreign and state (as it
relates to our U.S. operations) tax authorities. We provide
reserves for potential exposures when we consider it probable
that a taxing authority may take a sustainable position on a
matter contrary to our position. We evaluate these reserves,
including interest thereon, on a quarterly basis to ensure that
they have been appropriately adjusted for events that may impact
our ultimate payment for such exposures.

Financial Reporting by Entities in Reorganization under the
Bankruptcy Code

Our condensed consolidated financial statements have been
prepared in accordance with SOP 90-7. Pursuant to SOP 90-7, an
objective of financial statements issued by an entity in Chapter
11 is to reflect its financial evolution during the proceeding.
For that purpose, the condensed consolidated financial
statements for periods including and subsequent to the filing of
our Chapter 11 petition should distinguish transactions and
events that are directly associated with the reorganization from
the ongoing operations of our business. Expenses and other items
not directly related to ongoing operations were reflected
separately during the first quarter of 2003 in the consolidated
statement of operations as reorganization items.

Upon consummation of the Plan, we applied "fresh start"
reporting in accordance with GAAP and the requirements of SOP
90-7. Upon the Effective Date, a new capital structure was
established and assets and liabilities, other than deferred
taxes, were stated at their relative fair values. We recorded a
valuation allowance to offset its deferred income tax asset
because management cannot conclude that utilization of the tax
benefits resulting from operating losses and other temporary
differences are "more likely than not" to be realized.

Changes in Policies

These policies, which are those that are most important to the
portrayal of our financial condition and results of operations
and require management's most difficult, subjective and complex
judgments, often are a result of the need to make estimates
about the effect of matters that are inherently uncertain. We
have not made any changes in any of these critical accounting
policies during the third quarter of 2004, nor have we made any
material changes in any of the critical accounting estimates
underlying these accounting policies during 2004.

Period Comparisons

As discussed above, under SOP 90-7 fresh starting reporting, our
condensed consolidated financial statements after the Effective
Date are those of a new reporting entity (the Successor Company)
and certain costs are not comparable to those of our company
during pre-Effective Date periods (the Predecessor Company). For
purposes of this discussion, where the nine months ended
September 30, 2004 are compared to the nine months ended
September 30, 2003, the latter combines the six-month period
ended September 30, 2003 (for the Successor Company) with the
three-month period ended March 31, 2003 (for the Predecessor
Company). Differences between periods due to fresh start
accounting adjustments are explained when necessary. The lack of
comparability in the accompanying unaudited condensed
consolidated financial statements is most apparent in our
capital costs (interest expense and depreciation and
amortization), as well as long-term indebtedness and
reorganization items.

To view financial statements:
http://bankrupt.com/misc/3Q04Impsat.htm

CONTACT: IMPSAT Fiber Networks, Inc.
         Elvira Rawson de Dellepiane 150
         Piso 8, C1107BCA
         Buenos Aires, Argentina
         Phone: (5411) 5170-0000



JOSEPH ALBERT S.R.L.: Court OKs Creditor's Bankruptcy Motion
------------------------------------------------------------
Judge Paez Castaneda, working for court no. 21 of Buenos Aires'
civil and commercial tribunal, declared Joseph Albert S.R.L.
bankrupt, says La Nacion. The ruling comes in approval of the
bankruptcy petition filed by the Company's creditor, Mr. Adriabe
Sacifia.

The Company's trustee, Mr. Jorge Sahade, will examine and
authenticate creditors' claims until December 22. This is done
to determine the nature and amount of the Company's debts.
Creditors must have their claims authenticated by the trustee by
the said date in order to qualify for the payments that will be
made after the Company's assets are liquidated.

Dr. Barreiro, clerk no. 42, assists the court on the case that
will conclude with the liquidation of the Company's assets.

CONTACT: Joseph Albert S.R.L.
         Avenida Nazca 459
         Buenos Aires

         Mr. Jorge Sahade, Trustee
         Avenida de Mayo 1324
         Buenos Aires


MILLICOM INTERNATIONAL: LatAm GSM Service Boosts Subscriber Base
----------------------------------------------------------------
Millicom International Cellular S.A. ("Millicom") (NasdaqNM:
MICC) (Stockholmsborsen and Luxembourg Stock Exchange: MIC),
announced Friday that it has reached 7 million total cellular
subscribers as subscriber growth has accelerated in 2004 with
record underlying net subscriber additions in the last two
quarters. This growth has been driven by three main factors, the
launch of GSM services in Latin America, increased network
coverage in Africa and price cuts in South East Asia, all of
which have stimulated demand in the market.

Marc Beuls, President and CEO of Millicom International Cellular
S.A. said: "2004 has been a year of strong subscriber growth but
we expect growth to increase at a faster rate in 2005 following
the recent launch of GSM services in Pakistan. Millicom has a
target to add one million new subscribers in Pakistan within the
year. In the build out phase Paktel will see pressure on
margins, reflecting increased sales and marketing costs for the
launch period. With penetration rates rising in all our markets,
the prospects for continued strong subscriber intake are
excellent."

Millicom International Cellular S.A. is a global
telecommunications investor with cellular operations in Asia,
Latin America and Africa. It currently has a total of 16
cellular operations and licenses in 15 countries. The Group's
cellular operations have a combined population under license of
approximately 387 million people.

CONTACTS: Mr. Marc Beuls
          President and Chief Executive Officer
          Millicom International Cellular S.A.
          Luxembourg
          Phone:  +352 27 759 327

          Mr. Andrew Best
          Investor Relations
          Phone:  +44 20 7321 5022

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


RAGHSA: Local S&P Maintains 'Speculative' Bond Rating
-----------------------------------------------------
Standard & Poor's International Ratings, Ltd. Sucursal Argentina
maintains an 'raB+' rating on US$33 million worth of bonds
issued by local company Raghsa S.A., says the country's
securities regulator CNV. The Company's finances as of August 31
this year determined the rating agency's action.

The rating denotes that the bonds face exposure to adverse
business or economic conditions, which could lead to the
Company's inadequate capacity to meet its financial commitment,
said the ratings agency.

The CNV described the affected bonds as "Obligaciones
Negociables", under "Simple Issue". These come due on February
28, 2012.


REPSOL-YPF: Agrees to Finance Part of $169M Pipeline Expansion
--------------------------------------------------------------
As a sign of continued confidence in the Argentine government,
Spanish-Argentine petroleum company Repsol YPF (REP) formally
agreed Monday to finance US$100 million of the US$169-million
expansion of a northern gas pipeline.

According to Dow Jones Newswires, the expansion plan calls for
an increase in daily output of 1.8 million cubic meters from the
current daily rate of 22 million cubic meters.

Planning is underway and the pipeline should be operational by
July 2005, Repsol said, adding that the accord calls for TGN to
build and maintain the 230-kilometer extension.

Details of the other funding sources weren't released. The
remaining financing is expected to come from the Brazilian
Development Bank, or BNDES; natural gas pipeline operator
Transportadora de Gas del Norte (TGNO2.BA); and an early return
on value-added tax to TGN.

The expansion of the northern pipeline is aimed at heading off a
repeat of the natural gas shortage and ensuing energy crisis
Argentina faced last winter.

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


SAGEMULLER S.A.: Reorganization Process Starts
----------------------------------------------
Court no. 4 of Parana's civil and commercial tribunal approved a
petition for reorganization filed by local company Sagemuller
S.A., reports Infobae.

"Estudio Marso & Asoc." and "Estudio Cerini & Asoc." local
accounting firms, were designated as the Company's trustees. The
court gave creditors until March 4, 2005 to present their claims
to the trustees for verification

CONTACT: Sagemuller S.A.
         Hipolito Yrigoyen 1386
         Crespo (Entre Rios)

         "Estudio Marso & Asoc." - Trustee
         Peron 709
         Parana (Entre Rios)

         "Estudio Cerini & Asoc." - Trustee
         Avda Etchevehere 223
         Parana (Entre Rios)


SCP: Creditors Want To Block APE, Sale Of CGC
---------------------------------------------
Holders of Argentine conglomerate Sociedad Comercial del Plata's
debt, led by Max Amstutz from Switzerland, have resumed efforts
to block the sale of 81% of Compania General de Combustibles
(CGC) to investment fund Southern Cross.

They also question the way in which creditors voted for SCP's
out-of-court settlement, or APE, and want to have it revoked.
They claim there was manipulation and several bondholders were
not allowed to participate in the vote.

A report by prosecutor Alejandra Gils Garbo about SCP's debt
restructuring was submitted to a court of appeal and the
opponent bondholders believe that what is said in this report
means they are right.  SCP's debt-restructuring accord, which
includes the sale of CGC, was approved by Judge Norma Di Noto on
March 1.

Even though these disagreeing bondholders protested against the
agreement, their claims were not taken into account back then.
But they managed to get a court of appeal to take part in the
process, hoping it will revoke Norma Di Noto's decision.


THE SECURITY GROUP: Court Names Trustee for Bankruptcy
------------------------------------------------------
Buenos Aires accountant Aldo Roberto Markman was assigned
trustee for the liquidation of local company The Security Group
S.A., relates Infobae.

Mr. Markman will verify creditors' claims until February 3 next
year, the source adds. After that, he will prepare individual
reports, which are to be submitted to the court on March 17,
2005. The general report submission should follow on May 5,
2005.

The city's civil and commercial Court no. 24 holds jurisdiction
over the Company's case. Clerk no. 37 assists the court with the
proceedings.

CONTACT: The Security Group S.A.
         Virrey Loreto 3709
         Buenos Aires

         Mr. Aldo Roberto Markman, Trustee
         Adolfo Alsina 1441
         Buenos Aires


TRANSPORTES AUTOMOTORES RIO: Begins Reorganization Process
----------------------------------------------------------
Judge Astorga, working under Court no. 25 of Buenos Aires' civil
and commercial tribunal, approved the reorganization petition
filed by Transportes Automotores Rio S.A. (TAR SA), reports
local news source La Nacion.

The Company, which listed assets of US$3,787,785.70 and
liabilities of US$2,886,371.46, will undergo a reorganization
process with trustee "Estudio Carlos Peso Barros Garcia"

The trustee will verify creditors' proofs of claim until
February 9, 2005. Verifications are done to ascertain the nature
and amount of the Company's debts. Creditors will vote on the
Company's settlement plan on October 26, 2005.

Dr. Soto, Clerk no. 50, assists the court on the case.

CONTACT: Transportes Automotores Rio S.A. (TAR SA)
         Mitre 161
         Buenos Aires

         "Estudio Carlos Peso Barros Garcia" - Trustee
         Avenida Corrientes 3150
         Buenos Aires


TURISMO RIO: Court Gives Green Light for Reorganization
-------------------------------------------------------
Judge Astorga of Buenos Aires' civil and commercial Court no. 25
approved the "Concurso Preventivo" petition filed by Turismo Rio
de la Plata S.A., reports local news source La Nacion.

The Company, which listed assets of US$11,080,626.47 and
liabilities of US$7,227,200.91, will undergo a reorganization
process under the supervision of local accounting firm "Estudio
Carlos Peso Barros Garcia."

The trustee will verify creditors' proofs of claim until
February 9 next year. Verifications are done to ascertain the
nature and amount of the Company's debts. The Company's
informative assembly is scheduled on October 26, 2005.

Dr. Soto, Clerk no. 50, assists the court on the case.

CONTACT: Turismo Rio de la Plata S.A.
         Lavalle 1430
         Buenos Aires

         "Estudio Carlos Peso Barros Garcia", Trustee
         Avenida Corrientes 3150
         Buenos Aires



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

GLOBAL CROSSING: Posts $617M 3Q04 Revenue
-----------------------------------------
Global Crossing (NASDAQ: GLBC) reported Monday financial results
and business highlights for the third quarter of 2004, as well
as an update on financing and its business realignment.

"During the third quarter, gross margins continued to improve,
and revenue grew in certain key areas," said John Legere, Global
Crossing's chief executive officer. "The business realignment
initiatives we announced last month are underway and will
strengthen Global Crossing's position in the current competitive
environment, will promote long-term growth and will enable us to
tighten our focus on IP, leading to more significant
profitability improvements in future quarters."

THIRD QUARTER RESULTS:

Revenue

Revenue for the third quarter of 2004 was $617 million. When
compared sequentially -- that is, to the second quarter of 2004
-- revenue declined by approximately one percent. In the third
quarter of 2003, revenue was $696 million. Of the year over year
reduction, $20 million was attributable to the write-down of
non-cash, deferred indefeasible rights of use (IRU) revenue as a
result of fresh start accounting, and approximately $18 million
resulted from a reduction in international long distance (ILD)
carrier revenue, due in part to actions taken in early 2004 to
serve these customers while increasing margins. The remaining
difference of $41 million reflects continued competitive
pressures in the industry and declines in the company's legacy
small business group (SBG) and trader voice lines, partially
offset by continued growth in IP products and services.

Of total revenue reported for the third quarter of 2004,
commercial services accounted for 40 percent, compared to 37
percent in the same period of 2003, and carrier services
accounted for 60 percent, compared to 62 percent in the same
period of 2003.

Voice services (including conferencing) accounted for 53 percent
of commercial services revenue for the third quarter of 2004,
and data services accounted for 47 percent. The mix of voice and
data was relatively unchanged from the same period in 2003, when
52 percent of revenue was voice and 48 percent was data.
Commercial services revenue experienced declines associated with
Global Crossing's SBG and trader voice services. These declines
were partially offset by an increase in international enterprise
services, as well as in conferencing services.

After adjusting for the impact of deferred IRU revenue, carrier
services revenue was comprised of approximately 86 percent voice
and 14 percent data services. This mix was unchanged from the
same period in 2003. Carrier voice services experienced a
decline in international long distance, due in part to efforts
the company has taken to reduce risk and improve gross margins
in this product line.

Gross margins improved to 30 percent of revenue, or $182 million
in the third quarter of 2004, representing a gross margin
percentage increase of more than one percent over the preceding
quarter. The third quarter gross margin improvement was greater
when compared to the same time period in 2003, when, after
adjusting for the change in non-cash deferred IRU revenue, gross
margins were 27 percent of revenue or $180 million.

"We continue to increase our margins as a result of cost of
access initiatives and to shift our revenue mix with sales of
higher margin products such as IP VPN and managed services,"
said Mr. Legere. "Examples of these sales were recently
announced with new and renewal contracts for customers including
The Coca-Cola Company, the world's largest confectionary company
Arcor, Dutch research network SURFnet and others."

Cost Management

As a result of initiatives to reduce cost of access, such as
utilizing competitive access providers and continued
optimization of the network, Global Crossing reduced its cost of
access by 12 percent to $435 million for the third quarter of
2004, compared to $496 million for the same period in 2003. Cost
of access represented 70 percent of telecom services revenue for
the third quarter of 2004, compared to 73 percent for 2003 after
eliminating the quarterly differences in non-cash IRU revenue.
When compared to second quarter of 2004, cost of access expenses
were reduced by $15 million from $450 million, a three percent
improvement. Third party maintenance costs for the third quarter
of 2004 were $28 million, equal to those for the third quarter
of 2003.

Operating expenses for the third quarter of 2004 were $194
million, compared to $190 million sequentially and to $186
million for the third quarter of 2003. The sequential increase
in operating expenses was largely due to higher professional
fees associated with the cost of access restatement and
Sarbanes-Oxley compliance. Part of the year over year increase
was due to issuance of non-cash stock-based incentives after
Global Crossing's emergence from bankruptcy. Additionally,
incentive compensation and restructuring charges were reported
as operating expenses in the current quarter. In contrast, the
same costs were recorded as reorganization costs in the third
quarter of 2003, as a requirement of accounting while in
bankruptcy. After adjusting by a total of $11 million for stock
and incentive compensation and restructuring charges combined,
third quarter operating expenses improved by two percent year
over year. Increased professional fees contributed to the year
over year increase in overall operating expenses, and were
partially offset by improved bad debt and cost of sales.

Earnings

For the third quarter of 2004, Telecom EBITDA (as defined in the
tables which follow) was a loss of $40 million. Excluding the
impact of the $20 million reduction in non-cash deferred revenue
for prior period IRU sales and $11 million of stock and
incentive compensation and restructuring charges, the Telecom
EBITDA loss narrowed by 15 percent year over year in comparison
to the $14 million loss reported in third quarter of 2003. When
compared to the second quarter of 2004, the loss narrowed by $1
million.

Consolidated loss applicable to common shareholders in the third
quarter of 2004 was $102 million, compared to a loss of $112
million in the previous quarter and to a loss of $80 million in
the third quarter of 2003. The sequential improvement can be
attributed to higher Telecom EBITDA, lower tax related costs and
reduced loss from discontinued operations. Adjusting for the
differences in accounting for IRU revenue and non-cash stock
compensation not included in 2003, the consolidated loss
narrowed by five percent in the third quarter versus prior year.

Pursuant to the SEC's Regulation G, a definition and
reconciliation of the company's Telecom EBITDA measures to the
reported net income for the relevant periods is included in the
attached financial statements.

Capital Expenditures

For the third quarter of 2004, cash paid for capital
expenditures and capital leases was $26 million, compared to $27
million the prior quarter and $35 million in the third quarter
of 2003. More than two thirds of capital expenditures were
driven by customer specific requirements. Global Crossing
continues to deploy state of the art edge equipment as needed,
maximizing reliability, functionality, capacity and economics.
The company also continues to invest in the latest transmission
technologies, as well as in its global IP and Voice over
Internet Protocol (VoIP) service platforms. Examples include
expansion of Global Crossing's network footprint in Asia and
decommissioning of Time Division Multiplexing (TDM) switching
equipment, as the company converts to a VoIP platform, which now
carries approximately 45 percent of the company's voice traffic.

Discontinued Operations

As the result of its sale on August 13, 2004, Global Marine
Systems (GMS) has been recorded as discontinued operations for
all periods reported. Therefore, revenue, expense, Telecom
EBITDA and capital expenditures do not include GMS. Net Income
does include discontinued operations.

Cash, Financing and Liquidity Outlook

As of September 30, 2004, unrestricted cash and cash equivalents
were approximately $88 million. Restricted cash and cash
equivalents were $17 million, including $12 million in other
long-term assets.

To address the previously disclosed $140 million of funding
requirements for 2004, an affiliate of ST Telemedia has expanded
its bridge loan facility to $125 million. The final bridge loan
drawdown of $25 million was made on November 5, 2004, resulting
in total outstanding debt of $325 million. The additional
capital from the bridge facility and the deferral until January
2005 by affiliates of ST Telemedia of approximately $15 million
of interest otherwise due in December under existing loans, and
of the maturity due date of the bridge loan facility, are
expected to provide adequate funding through the fourth quarter
of 2004. The company expects to complete external financings to
meet its long-term funding requirements and to refinance the
bridge loan. Such financings are expected to include a secured
debt financing with anticipated proceeds of $300 million or more
by Global Crossing (UK) Telecommunications Ltd. (GCUK) in mid-
December 2004 and a $50-100 million working capital facility
secured primarily by North American accounts receivable.

As previously disclosed, Global Crossing's anticipated
financings are part of a broader recapitalization plan
contemplated by an agreement with certain affiliates of ST
Telemedia. Under the agreement, the following would occur
simultaneously with the closing of the secured debt financing by
GCUK: (1) the security interests securing the senior secured
notes and the bridge loan facility will be released; (2) $75
million of the senior secured notes will be repaid; and (3) the
bridge loan facility and remaining senior secured notes will be
refinanced by $250 million principal amount of 4.7 percent
payable-in-kind secured debt instruments that would be
mandatorily convertible into common equity of Global Crossing
Limited after four years, or converted earlier at ST Telemedia's
option, into approximately 16.2 million shares of the company's
common stock (assuming conversion after four years), subject to
certain adjustments. The new secured debt instruments would be
secured in a manner substantially similar to the senior secured
notes, except that they would not have liens on assets of GCUK.
The agreement is subject to completion of definitive
documentation satisfactory to the parties and a number of other
material conditions.

Should the company not obtain its expected financing in
December, ST Telemedia has previously indicated a non-binding
intention to provide financial support through the first quarter
of 2005, in certain circumstances. There can be no assurance
that the company will obtain external financing in December or
that ST Telemedia would make financial support available if
Global Crossing's external financing is delayed.

Business Realignment Progress

Global Crossing's strategic plan to provide IP converged
services to global enterprise customers, through both direct and
indirect distribution methods, is being accelerated by means of
the company's business restructuring announced in October. The
business restructuring plan is intended to streamline and better
focus Global Crossing's operations to broadly serve global
enterprise customers with higher margin IP converged and managed
services offerings and to de-emphasize lower margin legacy
services. The plan, which is designed to improve gross margins
and to accelerate the pace at which the company reaches
operating cash flow break-even, is expected to reduce revenue as
the company takes pricing actions to de-emphasize or harvest
these legacy services. Revenue associated with lines of business
or products that are being de-emphasized are expected to decline
by $40 to $60 million sequentially in the fourth quarter, and
should result in continued gross margin improvements, reduce
cash requirements and move the company towards profitability at
a more rapid pace.

As previously disclosed, the company will incur restructuring
costs of approximately $12-14 million for severance due to a
headcount reduction of approximately 600 full-time employees and
$4-5 million for real estate consolidation activities. These
actions were initiated in the fourth quarter of 2004, and the
company expects the largest portion of the associated
restructuring charges to fall within the fourth quarter. These
actions will result in an estimated $41-47 million in annual
operating expense savings.

ABOUT GLOBAL CROSSING

Global Crossing (NASDAQ: GLBC) provides telecommunications
solutions over the world's first integrated global IP-based
network. Its core network connects more than 300 cities and 30
countries worldwide, and delivers services to more than 500
major cities, 50 countries and 6 continents around the globe.
The company's global sales and support model matches the network
footprint and, like the network, delivers a consistent customer
experience worldwide.

Global Crossing IP services are global in scale, linking the
world's enterprises, governments and carriers with customers,
employees and partners worldwide in a secure environment that is
ideally suited for IP-based business applications, allowing e-
commerce to thrive. The company offers a full range of managed
data and voice products including Global Crossing IP VPN
Service, Global Crossing Managed Services and Global Crossing
VoIP services, to more than 40 percent of the Fortune 500, as
well as 700 carriers, mobile operators and ISPs.

CONTACTS: Press Contacts:
          Ms. Becky Yeamans
          Phone: + 1 973-937-0155
          e-mail: PR@globalcrossing.com

          Ms. Kendra Langlie
          Phone: + 1 305-808-5912
          e-mail: LatAmPR@globalcrossing.com

          Mr. Mish Desmidt
          Europe
          Phone: + 44 (0) 7771-668438
          e-mail: EuropePR@globalcrossing.com

          Analysts/Investors Contact:
          Ms. Laurinda Pang
          Phone: +1 800-836-0342
          e-mail: glbc@globalcrossing.com

          Web Site: www.globalcrossing.com


MENTOR INSURANCE: Joint Liquidators Seek Release
------------------------------------------------
    IN THE SUPREME COURT OF BERMUDA COMPANIES (WINDING-UP)

           IN THE MATTER OF THE COMPANIES ACT 1981

                          and

           IN THE MATTER OF Mentor Insurance Limited


           Notice to Creditors and Contributories
             of Intention to Apply for Release

Take notice that we, the undersigned Liquidators of Mentor
Insurance Limited, intend to apply to the court for our release,
further take notice that any objection you may have to the
granting of our release must be notified to the court within
twenty-one days of the date hereof.

Inquiries with respect to the above should be directed to:

The Joint Liquidators of Mentor Insurance Limited
c/o Ernst & Young, P.O. Box HM 463
Hamilton, Bermuda
(Attn: Jahni Lindsay)

Dated: November 1, 2004

Mr. Charles W. Kempe
Mr. Nigel J. Hamilton
Joint Liquidators



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

BANCO SANTOS: Moody's Cuts Ratings Following Intervention
---------------------------------------------------------
Moody's Investors Service downgraded the ratings of Banco Santos
S.A., the Sao Paulo-based bank, which was intervened by
regulators on Nov. 12.

The following ratings were downgraded:

- Bank Financial Strength Rating: E, from E+, with a stable
outlook

- Global local currency rating: Caa1, from B1, on review with
direction uncertain

- Foreign Currency long-term deposit ratings: Caa1, from B2, on
review with direction uncertain

- Foreign Currency long-term bond rating: Caa3, from B1, on
review with direction uncertain

- National Scale Deposit Rating long-term Caa1.br, from Baa2.br

- National Scale Deposit Rating shrot-term: BR-4, from BR-3

The ratings remain on review with direction uncertain, Moody's
said, adding it will review the intervention process and the
severity of loss potentially associated with Banco Santos' bonds
and deposit obligations.

The downgrades come in response to the intervention in Banco
Santos' operations, which was done on the basis of insolvency
and liquidity problems, as reflected in the E bank financial
strength rating. After concluding an inspection of the
consolidated entity, regulators pointed to the need for
additional provisioning in the bank's loan portfolio.


EMBRATEL: Registration For Tender Offer Approved
------------------------------------------------
Following the Relevant Facts published by Embratel Participacoes
S.A. ("Embratel Participacoes") and Telefonos de Mexico, S.A. de
C.V. ("Telmex") on August 23, 2004, Embratel Participacoes and
Telmex announce that: (i) the Brazilian Securities and Exchange
Commission (Comissao de Valores Mobiliarios - CVM), approved, on
November 08, 2004, on behalf of Telmex Solutions
Telecomunicacoes Ltda. (a Brazilian subsidiary of Telmex) the
registration of a tender offer for up to 59,963,879,407 (fifty
nine billion, nine hundred sixty three million, eight hundred
seventy nine thousand, four hundred seven) ordinary shares held
by the non-controlling shareholders of Embratel Participacoes;
(ii) the tender offer approved by CVM, with all terms and final
conditions, was published today; and (iii) the tender offer will
take place through an auction on the Sao Paulo Stock Exchange
(Bolsa de Valores de Sao Paulo) on December 13th, 2004.

About Embratel

Embratel is the premier communications provider in Brazil
offering a wide array of advanced communications services over
its own state-of-the-art network. It is the leading provider of
data and Internet services in the country and is well positioned
to be the country's only true national, local service provider
for corporates. Service offerings: include telephony, advanced
voice, high-speed data communication services, Internet,
satellite data communications, corporate networks and local
voice services for corporate clients. Embratel is uniquely
positioned to be the all-distance telecommunications network of
South America. The Company's network has countrywide coverage
with 32,466 km of fiber cables.

About TELMEX
TELMEX is the leading telecommunications company in Mexico with
16.8 million telephone lines in service, 2.8 million line
equivalents for data transmission and 1.6 million Internet
accounts. TELMEX offers telecommunications services through a
fiber optic digital network. TELMEX and its subsidiaries offer a
wide range of advanced telecommunications, data and video
services, Internet access as well as integrated telecom
solutions for corporate customers. Additionally, the company
offers telecommunications services through its affiliates in
Argentina, Brazil, Chile, Colombia and Peru. More information
about TELMEX can be accessed on the Internet at www.telmex.com.

Contact:  Silvia M.R. Pereira
          Investor Relations
          Tel: (55 21) 2121-9662
          Fax: (55 21) 2121-6388
          Email: silvia.pereira@embratel.com.br
                 invest@embratel.com.br


LIGHT SERVICOS: Reports Profit in 1st 9-Months of 2004
------------------------------------------------------
Brazilian power distributor Light managed to return to profits
in the first nine months of the year following a reduction in
debt servicing costs and operational expenses.

According to Business News Americas, the company, which is
controlled by France's state power company EDF, posted net
profits of BRL31.1 million (US$11mn) in the first nine months of
the year, reversing a BRL549-million loss in the year-ago
period.

Debt servicing costs during the first nine months of 2004 were
down by 37.5% and operational expenses were down by 3.9%.

Gross power sales revenues in the first nine months of the year
were BRL4.3 billion, a 6.2% year-on-year increase. Power rates
that were on average 5.8% higher in the first nine months of
this year accounted for most of the increase, since power
consumption fell 2.6% in the same comparison.

Industrial power consumption fell 8.8% and residential power
consumption dropped 0.4%, while power usage by the commercial
sector and by government entities rose 0.8% and 3.4%,
respectively.

Light currently has 3.6 million electricity clients and operates
in 31 municipalities in Rio de Janeiro state, including the
capital city.

CONTACT:  LIGHT SERVICOS DE ELETRICIDADE S.A.
          Avenida Marechal Floriano, 168
          20080-002 Rio de Janeiro, Brazil
          Phone: +55-21-2211-2794
          Fax:   +55-21-2211-2993
          Home Page: http://www.lightrio.com.br
          Contact:
          Bo Gosta Kallstrand, Chairman
          Michel Gaillard, President and CEO
          Joel Nicolas, Executive Director, Operation
          Paulo Roberto Ribeiro Pinto, Executive Director,
                                 Investor Relations and CFO



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

CHIVOR: S&P Assigns 'B' Local, Foreign Currency Credit Rating
-------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' local and
foreign currency corporate credit rating to the 1,000-MW,
hydroelectric generator Chivor S.A. E.S.P. in Colombia. The
outlook is positive. At the same time, Standard & Poor's
assigned its 'B' rating to the company's upcoming US$150 million
10-year 144A senior secured notes to be issued in November 2004.

The ratings reflect Chivor's weak expected debt service coverage
for 2005 and 2006 within a context of volatile cash generation
that mirrors the largely hydro-based Colombian electricity
system. The ratings also incorporate a limited degree of
financial flexibility after the company restructured its debt in
August 2002. These weaknesses are partly offset by the company's
portfolio of power sales contracts mainly with local electric
distribution companies at a fixed price in Colombian pesos and
indexed by local inflation. In addition, Chivor is a low cost
generator in Colombia's electric system and benefits from a
relatively large dam and a favorable hydrology within its
region, although it faces significant competition from other
large hydro generators.

Chivor's 1,000-MW plant is projected to generate an average of
about 4,000 gigawatt-hours (GWh) per year, from which about
2,500 GWh are expected to be sold through short-and medium-term
sales contracts (of up to three years) and the remaining 1,500
GWh marketed in the volatile spot market. Chivor's main revenue
and cash flow sources are power sales under contracts, spot
market sales, capacity revenues, and, to a lesser extent,
revenues from ancillary services such as frequency control.

Chivor's current indebtedness is composed of a US$260 million
outstanding bank loan that matures in 2006. The upcoming US$150
million, 10-year secured fixed rate bond and a Colombian peso
260 billion (about US$100 million), seven-year amortizing
syndicated bank loan will be used to refinance the outstanding
loan, significantly extending Chivor's debt maturity schedule
and lowering the company's exposure to foreign exchange risk.

"Although a successful refinancing will show some improvement in
the company's access to market and match debt service with cash
generation, financial flexibility will still be constrained by
restrictive funding terms, which include restrictions on taking
additional debt and also certain financial covenants regarding
interest coverage and debt ratios," said credit analyst Sergio
Fuentes.



==================================
D O M I N I C A N  R E P U B L I C
==================================

TRICOM: Partners With BEC-TEL to Deploy Wireless Payphone System
----------------------------------------------------------------
Tricom, S.A. (OTC Pink Sheets: TRICY) announced Monday that it
has entered into a partnership agreement with BEC Telecom, S.A.
(BEC-TEL) to provide remote rural and urban communities in the
Dominican Republic with convenient, cost- effective access to
telecommunication services through the deployment of a wireless
public payphone system.

BEC-TEL has been awarded a contract by the Dominican government
to deliver and install more than 1,700 latest generation
wireless payphones in rural areas of the Dominican Republic,
underserved by wireless and landline phone systems, at a total
cost of approximately $6.4 million. Through its
telecommunications switching facilities in the United States and
the Dominican Republic, Tricom will help provide the
origination, transport and termination of local, domestic and
international long distance traffic, as well as provide on-going
network maintenance and support services.

"We are excited to partner with BEC Telecom, a leader in the
deployment of advanced public telephony networks," said Carl
Carlson, Chief Executive Officer of Tricom. "This project
provides us with an important vehicle for advertising the
Company's services and the opportunity to develop new sources of
revenue by bringing affordable and reliable wireless
communications to previously underserved remote locations in the
Dominican Republic. The development and success of this project
represents a promising market for the Company and puts us in a
strong position to provide these communities with additional
services in the future, including voice, high-speed Internet
access and other valued services."

The wireless payphone system will be built on a highly reliable,
scalable and flexible digital wireless technology, including
CDMA-based cellular technology bringing services to centralized
telecenters without the expense of laying cable and wire into
remote areas. The system has been specifically developed to
increase service provider revenue streams by making a broad
range of voice and data services accessible. In addition to
expanding Tricom's presence in remote locations, the payphone
system will allow the Company to have an advantage over its
other wireless competitors. Non-cellular phone owners will be
able to purchase the Company's prepaid cellular cards and place
calls from public wireless payphones.

"We are proud of our reputation for innovation in telecom
systems and are excited to partner with a leading provider like
Tricom to deploy a wireless public payphone system and provide
accessible telecommunication services to remote areas of the
Dominican Republic," said Giora Oron, President of BEC Telecom.
"This project will bring thousands of people into the Dominican
telecommunications network for the first time. Our proven track
record of providing hardware and software solutions for
ambitious wireline and wireless public telephony networks and
IP-based voice and data services, including Kazakhstan, Brazil,
Colombia, Mexico, Peru, and Chile, made us the logical choice
for this project."

About BEC Telecom

The BEC-TEL team has over fifteen years of experience in the
areas of public telephony and large-scale telecom projects. Its
founding members have installed the largest number of rural
telephony networks worldwide and have the widest experience in
this area. BEC Telecom is funded by a group of investors
specializing in infrastructure projects internationally, and was
founded with the express purpose of developing telecom projects
in Latin America.

About TRICOM

Tricom, S.A. is a full service communications services provider
in the Dominican Republic. The Company offers local, long
distance, mobile, cable television and broadband data
transmission and Internet services. Through Tricom USA, the
Company is one of the few Latin American-based long distance
carriers that is licensed by the U.S. Federal Communications
Commission to own and operate switching facilities in the United
States. Through its subsidiary, TCN Dominicana, S.A., the
Company is the largest cable television operator in the
Dominican Republic based on its number of subscribers and homes
passed.

CONTACT:  Tricom, S.A.
          Miguel Guerrero, Investor Relations
          Ph (809) 476-4044 / 4012
          E-mail: investor.relations@tricom.net
          URL: http://www.tricom.net



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M E X I C O
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AHMSA: Judge Orders Banamex to Return Shares or Pay For Them
------------------------------------------------------------
Mexican financial group Banamex, a unit of Citigroup, must
either return shares it holds in steel company Altos Hornos de
Mexico SA (AHMSA) or pay for them. This was the ruling handed
down by a district judge in Mexico City in reference to the 61.8
million shares Banamex held in AHMSA since 1999 in a debt
dispute, Dow Jones Newswires reports.

Monclova-based AHMSA said Monday that Banamex must pay the
equivalent of the shares' value the last time they traded, or
their book value, whichever is higher.

AHMSA shares were suspended from trading on the Mexican Stock
Exchange in late May 1999, when the company defaulted and sought
the local equivalent of Chapter 11 bankruptcy protection. They
last closed at MXN2.52 ($1=MXN11.3637) on May 25 of that year.

AHMSA claimed the book value of the shares on May 24, 1999 was
MXN32, and that Banamex has to give back the shares or pay
MXN1.98 billion.

AHMSA, one of the country's biggest steel producers, has been in
default on US$1.8 billion in debt since April 1999 and has yet
to resume payments after reneging on a 2001 restructuring deal
in order to seek better terms

CONTACT:  AHMSA
          Prolongacion B. Juarez s/n,
          Monclova , Coahuila 25770
          Mexico
          http://www.AHMSA.com
          Phone: +52 86 33 81 72
          Fax: +52 86 33 65 66
          Contacts:
          Alonso Ancira Elizondo, CEO, Vice Chairman, Pres/CEO
          Jorge Ancira Elizondo, Chief Financial Officer
          Manuel Ancira Elizondo, Chief Operating Officer


BALLY TOTAL: Seeking Waivers From Noteholders
---------------------------------------------
Bally Total Fitness Holding Corporation (NYSE: BFT) announced
Monday that it has commenced the solicitation of consents to
waivers of defaults from holders of its 10-1/2% Senior Notes due
2011 and 9-7/8% Senior Subordinated Notes due 2007 under the
indentures governing the notes. These defaults relate to the
Company's failure to timely file its financial statements with
the Securities and Exchange Commission and deliver such
financial statements to the trustee under the indentures.
Holders of the notes are referred to Bally's Consent
Solicitation Statement dated November 15, 2004 and the related
Letters of Consent for the detailed terms and conditions of the
consent solicitation.

Bally has retained Deutsche Bank Securities Inc. to serve as its
solicitation agent and MacKenzie Partners, Inc. to serve as the
information agent and tabulation agent for the consent
solicitation. Questions concerning the terms of the consent
solicitation should be directed to Deutsche Bank Securities
Inc., 60 Wall Street, 2nd Floor, New York, New York 10005,
Attention: Christopher White. The solicitation agent may be
reached by telephone at (212) 250-6008. Requests for documents
may be directed to MacKenzie Partners, Inc., 105 Madison Avenue,
New York, New York 10016, Attention: Jeanne Carr or Simon Coope.
The information agent and tabulation agent can be reached by
telephone at (212) 929-5500 (call collect) or (800) 322-2885
(toll-free).

This announcement is not an offer to purchase or sell, a
solicitation of an offer to purchase or sell or a solicitation
of consents with respect to any securities. The solicitation is
being made solely pursuant to Bally's Consent Solicitation
Statements dated November 15, 2004 and the related Letters of
Consent. Notwithstanding Bally's intention to seek waivers, no
assurance can be given that an event of default under the
indentures will not occur in the future.

About Bally Total Fitness

Bally Total Fitness is the largest and only nationwide
commercial operator of fitness centers, with approximately four
million members and 440 facilities located in 29 states, Mexico,
Canada, Korea, China and the Caribbean under the Bally Total
Fitness(R), Crunch Fitness(SM), Gorilla Sports(SM), Pinnacle
Fitness(R), Bally Sports Clubs(R) and Sports Clubs of Canada(R)
brands. With an estimated 150 million annual visits to its
clubs, Bally offers a unique platform for distribution of a wide
range of products and services targeted to active, fitness-
conscious adult consumers.


BALLY TOTAL FITNESS: To Restate Financials
------------------------------------------
Bally Total Fitness Holding Corporation (NYSE:BFT) announced
Monday that its Audit Committee has concluded, as a result of
its previously disclosed investigation, the Company's financial
statements for the years ended December 31, 2000 through
December 31, 2003 and the first quarter of 2004 should be
restated. Accordingly, such financial statements and other
communications related to such periods should no longer be
relied upon. The Audit Committee intends to engage KPMG LLP, the
Company's new auditor, to re-audit the Company's financial
statements for the years ended December 31, 2002 and 2003
previously audited by Ernst & Young LLP. The Company's current
management fully supports these actions.

Based on the results of the investigation and after consultation
with accounting experts that it retained and with the Company's
new auditors, the Audit Committee determined that, following the
promulgation of Staff Accounting Bulletin No. 101, beginning in
fiscal year 2000, the Company should have changed its revenue
recognition policy for membership initiation fees. Prior to
2003, the Company deferred and recognized financed membership
initiation fees over the average membership life, which it
approximated to be 22 months. The Audit Committee determined
that, following the effective date of Staff Accounting Bulletin
No. 101, the Company should have recognized revenue for all
membership fees over the longer of the contractual life or the
period over which service was provided. The Audit Committee also
determined the need to revise its method of accounting for these
revenues in 2003 and the first quarter of 2004 to defer
recognition under the modified cash method to periods beyond the
initial contract period for certain of its members. These
changes would have delayed revenue recognition. The restatement
will not affect reported cash flows, but will result in a
cumulative, non-cash charge as of January 1, 2000, the amount of
which has not yet been determined, but will include the amount
previously reported as a cumulative effect adjustment when the
Company converted to a modified cash basis of accounting
effective January 1, 2003.

The Audit Committee further determined that, prior to the second
quarter of 2003, the Company's recognition of revenue associated
with recoveries of unpaid dues on inactive member contracts was
in error. The Audit Committee also determined that the Company's
allowance for doubtful accounts was inadequate for years prior
to 2003. Because the Company intends to restate its financial
statements using the modified cash method of revenue
recognition, no separate restatement will be required to address
these two matters.

Additionally, as previously announced, the Company expects to
restate prior periods to record a liability related to repayment
obligations of approximately $22 million due in 2015 or later on
membership contracts sold by a subsidiary before Bally acquired
it in the late 1980s. This liability, which had a present value
of approximately $6 million as of September 30, 2004, has not
been reflected in the Company's financial statements since 1995.
The effect on prior income statements is the addition of non-
cash annual interest charges of between $325,000 and $700,000 in
each of the years 1996 through 2003. The Company also intends to
change the balance sheet presentation of its installment
contract receivables, which would also change an equal amount of
deferred revenue, so as not to report these amounts on its
balance sheet.

As a result, Bally Total Fitness will delay the issuance of its
financial statements until after completion of the multi-year
audits, which are expected to be completed by July 2005. In the
interim, the Company will continue to provide quarterly updates
on its business operations through the release of selected
unaudited operating and cash flow data and will furnish such
data for the third quarter of this year later this week.

The Audit Committee's investigation is ongoing and expected to
be completed by year end. The Audit Committee is continuing to
investigate certain other accounting matters that may have
affected the Company's financial statements prior to its change
to a modified cash basis of accounting in 2003. As previously
disclosed, the Division of Enforcement of the Securities and
Exchange Commission is also conducting an investigation related
to the Company's previously issued financial statements. The
Company continues to fully cooperate with these investigations.

As the Company announced last week, it intends to commence a
consent solicitation by November 15, seeking waivers of defaults
from the holders of its 10-1/2% Senior Notes due 2011 and 9-7/8%
Senior Subordinated Notes due 2007 to provide the time necessary
to file its financial statements as described above. Lenders
under the Company's $275 million secured credit facility have
foregone any requirement for receipt from the Company of any
financial statements filed with the SEC. However, the credit
agreement provides for a cross-default in the event of delivery
of a default notice under either of the indentures.

CONTACT:  Bally Total Fitness, Chicago
          Jon Harris, 773-864-6850
          URL: www.BallyFitness.com
                    or
          MWW Group
          Carreen Winters, 201-507-9500
          E-mail: cwinters@mww.com



MAXCOM TELECOMUNICACIONES: To Spend $4.4M to Activate Phones
------------------------------------------------------------
Maxcom Telecomunicaciones plans to invest MXN50 million
(US$4.4mn) next year to activate phone lines in 10 Mexican
states, reports Business News Americas.

In addition, the company also plans to participate in Mexico's
social coverage fund, which will give operators incentives to
bring telephony service to remote rural communities.

"When it is possible to participate, we are going to do it. What
they are seeking to do is encourage companies to expand into
places where business and profitability is difficult to achieve
because the communities are so remote," said CEO Rene Sagastuy.

Maxcom is currently carrying US$53 million in debt due to be
paid back in two rounds in 2007 and 2009. The company currently
has 220,000 constructed lines and hopes to reach 270,000 during
2005.

Maxcom Telecomunicaciones, S.A. de C.V., headquartered in Mexico
City, Mexico, is a facilities-based telecommunications provider
using a "smart-build" approach to deliver last-mile connectivity
to micro, small and medium-sized businesses and residential
customers in the Mexican territory. Maxcom launched commercial
operations in May 1999 and is currently offering local, long
distance and data services in greater metropolitan Mexico City,
Puebla and Queretaro.



                           ***********


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

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