TCRLA_Public/041122.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

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

         Monday, November 22, 2004, Vol. 5, Issue 231

                            Headlines


A R G E N T I N A

ARENAS BLANCAS: Enters Bankruptcy on Court Orders
BANCO FRANCES: Sells All 103M Ordinary Shares
CASA SINEBEAN: Trustee Ends Verification Phase
CAR & MEL: Claims Check Nears End
CINCO LADOS: Verification Cut-Off Approaches

DECARL S.A.: Begins Liquidation Process
DOMINGUEZ VIAJES: Liquidates Assets to Pay Debts
EDENOR: Fitch Ratings Comments on Cash Tender Offer
GIACO MAROC: Initiates Bankruptcy Proceedings
RAC S.A.: Court Orders Liquidation

SYCON ARGENTINA: Court Grants Reorganization Plea
TALCY S.A.: Trustee to Close Verifications Tomorrow
TELECOM ARGENTINA: S&P Maintains `raD' Rating on Bonds


B E R M U D A

GLOBAL CROSSING: Settlement Restores $79M for Retirement Plans


B R A Z I L

ARACRUZ CELULOSE: S&P Issues Ratings Report
CEMIG: Summons Debenture Holders to December 3 Meeting
ELETROBRAS: S&P Issues Ratings Update
GERDAU: Unit Announces Over-Allotment Option
PROPEX FABRICS: Moody's Assigns First Ratings

TAM: Endeavors to Ward Off Low-Cost Rival in Fast-Growing Market
USIMINAS: Shareholders to Get Healthy Dividends
VARIG: Uruguay Still Evaluating Bids for Stake in Pluna
VASP: Canceling Under-booked Flights


C H I L E

COEUR D' ALENE: Prices Public Offering at $4.50 per Share


D O M I N I C A N   R E P U B L I C

EDEESTE: CDEEE Raises Legal Issues on Share Sale


E C U A D O R

PETROECUADOR: Begins Calling for Crude Supply Bids


M E X I C O

AHMSA: Banamex Argues Right Over Shares
BALLY TOTAL FITNESS: Membership Grows 11% in Third Quarter


P E R U

MILPO: WestLB Extends $10M Loan
* PERU: Fitch Upgrades Sovereign Rating To 'BB'


V E N E Z U E L A

PDVSA: Expects Revenues of $26B From Oil Sales in 2004

     -  -  -  -  -  -  -  -

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

ARENAS BLANCAS: Enters Bankruptcy on Court Orders
-------------------------------------------------
Court no. 6 of Mar del Plata's civil and commercial tribunal
declared Arenas Blancas S.R.L. bankrupt after the Company
defaulted on its debt payments. The bankruptcy order effectively
places the Company's affairs as well as its assets under the
control of Court-appointed trustee Alejandra Garate.

As trustee, Ms. Garate is tasked with verifying the authenticity
of claims presented by the Company's creditors. The verification
phase is ongoing until December 30, 2004.

Infobae reports that Clerk no. 2 assists the Court on this case
that will end with the disposal of the Company's assets in favor
of its creditors.

CONTACT: Arenas Blancas S.R.L.
         San Martin 2627
         Mar del Plata

         Ms. Alejandra Garate, Trustee
         Hipolito Yrigoyen 3347
         Mar del Plata


BANCO FRANCES: Sells All 103M Ordinary Shares
---------------------------------------------
Argentine bank BBVA Banco Frances (BFR) sold Wednesday all the
103 million ordinary shares as anticipated, reports Dow Jones
Newswires.

Banco Frances' parent company, Spanish financial firm Banco
Bilbao Vizcaya Argentaria SA (BBV), acquired a majority of these
new ordinary shares, exercising more than 232 million preferred
rights in early November to acquire more than 65 million shares
of the 103 million total.

BBVA paid for the shares by forgiving a loan of US$77.7 million,
plus interest of about US$21,000 accrued through the date it
exercised the rights. This resulted in a capital infusion of
ARS230.6 million for Banco Frances.

The addition of the 103 million new shares will increase the
Company's share capital by 28%. Minority holders are likely to
see their holdings fall from 20.5% to about 16%.

CONTACT: BBVA Banco Frances S.A.
         Reconquista 199, 1006
         Buenos Aires
         Phone: 54-11-346-4310
         Web Site: http://www.bancofrances.com.ar/


CASA SINEBEAN: Trustee Ends Verification Phase
----------------------------------------------
The verification of creditors' claims for the Casa Sinebean
Hogar S.A. liquidation case ends tomorrow, November 23, 2004.
Creditors must submit proof of their claims to trustee Jose
Antonio Planas by the said date to be included under the
Company's distribution plan.

Court no. 7 of Buenos Aires' civil and commercial tribunal
handles this case with the assistance of clerk no. 14.

CONTACT: Casa Sinebean Hogar S.A.
         Alvarez Jonte 2104
         Buenos Aires

         Mr. Jose Antonio Planas, Trustee
         Paraguay 631
         Buenos Aires


CAR & MEL: Claims Check Nears End
---------------------------------
Trustee Daniel Macri is set to end the verification of
creditors' claims for the Car & Mel S.R.L. bankruptcy case
tomorrow. Failure to submit the required documents within the
prescribed period will mean disqualification from the post-
liquidation distributions to be made.

Judge Dieuzeide of Buenos Aires' civil and commercial tribunal
Court no. 1 has Jurisdiction over this case. Dr. Fernandez
Garello, Clerk no. 1, assists the Court with the proceedings.

CONTACT: Car & Mel S.R.L.
         Lope de Vega 3215
         Buenos Aires

         Mr. Daniel Macri, Trustee
         Simbron 5742
         Buenos Aires


CINCO LADOS: Verification Cut-Off Approaches
--------------------------------------------
Buenos Aires-based Cinco Lados S.A. will complete an important
phase in its liquidation with the closing of the claims
verification period tomorrow, November 23, 2004.

Creditors must present proof of their claims to trustee Carlos
Erasmo Moreno by the said date to qualify for any post-
liquidation distributions that will be made.

Court no. 16 of the city's civil and commercial tribunal handles
this case. Clerk no. 31 assists the Court with the proceedings.

CONTACT: Mr. Carlos Erasmo Moreno, Trustee
         Tucuman 1658
         Buenos Aires


DECARL S.A.: Begins Liquidation Process
---------------------------------------
Decarl S.A. (formerly Petrone Hnos S.A.) of Buenos Aires will
begin liquidating its assets after Court No. 13 of the city's
civil and commercial tribunal declared the Company bankrupt.

Infobae reveals that the bankruptcy process will commence under
the supervision of Court-appointed trustee Sergio Rapaport. The
trustee will review claims forwarded by the Company's creditors
until December 22.

The city's Clerk no. 26 assists the Court with the proceedings.

CONTACT: Mr. Sergio Rapaport, Trustee
         Rodriguez Pena 434
         Buenos Aires


DOMINGUEZ VIAJES: Liquidates Assets to Pay Debts
------------------------------------------------
Buenos Aires-based Dominguez Viajes S.R.L. will begin
liquidating its assets following the bankruptcy pronouncement
issued by the city's civil and commercial Court No. 18.

The ruling places the Company under the supervision of Court-
appointed trustee Xilef Irureta. The trustee will verify
creditors' proofs of claims until December 29. The validated
claims will be presented in Court as individual reports on March
11, 2005.

The trustee will also submit a general report, containing a
summary of the Company's financial status as well as relevant
events pertaining to the bankruptcy, on April 26, 2004.

The bankruptcy process will end with the disposal Company assets
in favor of its creditors.

CONTACT: Mr. Xilef Irureta, Trustee
         Parana 145
         Buenos Aires


EDENOR: Fitch Ratings Comments on Cash Tender Offer
---------------------------------------------------
Empresa Distribuidora y Comercializadora Norte S.A. (Edenor) has
launched a $65 million cash tender offer for a portion of its
outstanding debt. Fitch rates Edenor as follows:
--Foreign currency rating 'D';

--Local currency rating 'DD';

--National rating 'D(arg)'.

Fitch will maintain Edenor's 'D' rating until the Company
restructures all of its debt. Following the completion of the
restructuring process, Fitch is expected to assign a rating to
the new debt.

Edenor launched a $65 million cash offer to buy back a portion
of its eligible debt, totaling $420 million. The eligible debt
is made up of the bonds class 2 ($162 million as of Sept. 30,
2004), fiduciary titles gain trust ($140 million as of Sept. 30,
2004), and other dollar-denominated debt. The offer will expire
on Dec. 10, 2004. The purchase price for each $1,000 of
principal will be determined by a modified Holland bidding
process, with an expected price range between $700 and $750. The
Company will not pay accrued interest (including punitive
interest or any additional charges) on the debt to be purchased.
As of Sept. 30, 2004, Edenor's total past due debt was $320.2
million, of which $232.5 million were bonds. As of September
2004, the Company had $88.4 million in cash and marketable
securities.

If the offer is successful, the maximum nominal value of the
debt to be paid off is expected to be between $92.9 million and
$86.7 million, implying a discount over the face value of 30%
and 25%, respectively. About $300 million will remain to be
restructured. Fitch will maintain Edenor's 'D' rating until the
Company restructures all of its debt. Following the completion
of the restructuring process, Fitch is expected to assign a
rating to the new debt.

Edenor suspended its principal payments in September 2002 but
stayed current interest payments (excluding penalty payments).
Edenor has retained JP Morgan to develop its debt-restructuring
plan.

Edenor was created in 1992 after the privatization of the
Empresa Servicios Electricos del Gran Buenos Aires S.A. (SEGBA).
Edenor distributes electricity to the northwestern half of the
greater Buenos Aires area and the northern portion of the
federal capital-within the city of Buenos Aires under an
exclusive concession granted by the Argentine government until
2087. The shareholders of the Company are Electricidad Argentina
S.A. (EASA) (51%), a holding Company controlled by EDF
International (100%), EDF International (39%), and employees
(10%).

CONTACT:  Ana Paula Ares +54 11 4327 2444 x38, Buenos Aires,
          Fernando Torres +54 11 4327 2444 x51, Buenos Aires
          Giovanny Grosso +1-312-368-2074, Chicago

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


GIACO MAROC: Initiates Bankruptcy Proceedings
---------------------------------------------
Court no. 2 of Buenos Aires' civil and commercial tribunal
declared Giaco Maroc Argentina S.A. "Quiebra," reports Infobae.

Mr. Francisco Jose Granja, who has been appointed as trustee,
will verify creditors' claims until December 28 and then prepare
the individual reports based on the results of the verification
process. The individual reports will be submitted in Court on
March 29, 2005, followed by the general report on May 10, 2005.

The city's Clerk no. 2 assists the Court on the case that will
close with the liquidation of the Company's assets to repay
creditors.

CONTACT: Mr. Francisco Jose Granja, Trustee
         Parana 467
         Buenos Aires


RAC S.A.: Court Orders Liquidation
----------------------------------
Rac S.A. prepares to wind-up its operations following the
bankruptcy pronouncement issued by Court No. 18 of Buenos Aires'
civil and commercial tribunal. The declaration effectively
prohibits the Company from administering its assets, control of
which will be transferred to a Court-appointed trustee.

Infobae reports that the Court appointed Ms. Lea Beatriz
Aljanati as trustee. She will be reviewing creditors' proofs of
claims until December 23. The verified claims will be the basis
for the individual reports to be presented for Court approval on
March 8, 2005. Afterwards, the trustee will submit a general
report on April 21, 2005.

Clerk No. 35 assists the Court on this case that will end with
the disposal of the Company's assets to repay its liabilities.

CONTACT: Ms. Lea Beatriz Aljanati, Trustee
         Honorio Pueyrredon 1576
         Buenos Aires


SYCON ARGENTINA: Court Grants Reorganization Plea
-------------------------------------------------
Sycon Argentina S.A., a Company operating in Buenos Aires,
begins reorganization proceedings after Court No. 15 of the
city's civil and commercial tribunal 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 Infobae, the reorganization
will be conducted under the direction of Mr. Bernardino Alberto
Margolis, the Court-appointed trustee.

Creditors with claims against the Company must present proofs of
the Company's indebtedness to the trustee before February 4,
2005. These claims will constitute the individual reports to be
submitted in Court on March 18, 2005.

The Court further requires the trustee to present an audit of
the Company's accounting and business records through a general
report due on April 29, 2005.

Creditors are scheduled to ratify the Company's settlement plan
during the informative assembly on October 11, 2005.

CONTACT: Mr. Bernardino Alberto Margolis, Trustee
         Parana 426
         Buenos Aires


TALCY S.A.: Trustee to Close Verifications Tomorrow
---------------------------------------------------
Ms. Andrea Cetlinas, the trustee supervising the liquidation of
local Company Talcy S.A., is scheduled to conclude the
verification of creditors' claims tomorrow, November 23, 2004.

Creditors are required to submit proof of their claims to the
trustee by the said date to qualify for any post-liquidation
distributions.

Court no. 2 of Buenos Aires' civil and commercial tribunal has
jurisdiction over this case. The city's Clerk no. 3 assists the
Court with the proceedings.

CONTACT: Ms. Andrea Cetlinas, Trustee
         Lavalle 1678
         Buenos Aires


TELECOM ARGENTINA: S&P Maintains `raD' Rating on Bonds
------------------------------------------------------
Standard & Poor's International Ratings, Ltd. Sucursal Argentina
affirmed the `raD' ratings previously assigned to a number of
corporate bonds issued by Telecom Argentina S.A. (ex Telecom
Argentina STET - France Telecom S.A).

The affected bonds, according to information from the official
Web site of the country's securities regulator, Comision
Nacional de Valores (CNV), include:

- EUR250 million worth of `Series and/or Class' bonds described
as "Serie 1 bajo el Programa Global de ONS (D) vencimiento en
septiembre 2004." Maturity of the bonds was not disclosed;

- EUR190 million worth of `Series and/or Class' bonds described
as "Serie 2 bajo el Programa Global de ONS (D) vencimiento en
septiembre 2004." Maturity of the bonds was not disclosed;

- US$1.5 billion worth of `Program' bonds described as "Series C
por U$S 128 mm, E por U$S 100 mm, F y H por Lit 400.000 mm, I
por Euros 200 mm y K por Euros 250 mm, bajo Prog global de ONS
vencido agost99" with undisclosed maturity date.

The action by S&P was based on Telecom Argentina's financial
health as of September 30, 2004. The ratings agency said that a
`raD' rating is assigned to financial obligations that are
currently in default or whose obligor has filed for bankruptcy
protection.

The rating may also be issued when interest or principal
payments are not made on the date due, even if the applicable
grace period has not expired, unless S&P has reason to believe
that payments will be made during such grace period.

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

          Contacts:

          Mr. Alberto J. Ricciardi
          Chief Financial Officer

          Ms. Elvira Lazzati
          Finance Director

          Mr. Pedro Insussarry
          Investor Relations Manager
          Phone: (5411) 4968-3626/3627
          Fax: (5411) 4313-5842/3109
          E-mail: inversores@intersrv.telecom.com.ar



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

GLOBAL CROSSING: Settlement Restores $79M for Retirement Plans
--------------------------------------------------------------
A federal district court in New York City has approved a final
settlement of $79 million for the benefit of workers and
retirees of the Global Crossing retirement plan.

"Plan fiduciaries have a responsibility to protect the long-
term pension security of their workers," said U.S. Secretary of
Labor Elaine L. Chao. "The Court's approval of this settlement
restoring millions to pay retirement benefits is a victory for
workers, retirees and their families who are covered by the
Global Crossing 401(k) plan. This year, the Administration
achieved monetary results totaling $3.1 billion for retirement,
401(k), health and other programs."

In addition to the restitution that was recovered in the private
litigation, the settlement prohibits the Company's executives
from acting as fiduciaries to ERISA-covered benefit plans for
five years unless the Department of Labor gives prior approval.
The settlement covers the two former inside directors of Global
Crossing, Thomas Casey (former Chief Executive Officer) and Gary
Winnick (former Chairman of the Board), as well as the three
former members of the Employee Benefits Committee, Dan J. Cohrs,
Joseph Perrone, and John Comparin. The Secretary entered into
settlement with Global Crossing's former officers and directors
in connection with the private class action lawsuit filed on
behalf of the plan participants.

The 401(k) plan lost tens of millions of dollars when its
extensive stock holdings in Global Crossing stock became
virtually worthless after the Company filed for bankruptcy in
2002.

The settlement resolves the Labor Department's investigation of
the Global Crossing Retirement Savings Plan. The department's
EBSA regional office in Los Angeles and the Office of the
Solicitor conducted a comprehensive investigation of Global
Crossing's ERISA plans. The investigation was coordinated
through President Bush's Corporate Fraud Task Force.



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B R A Z I L
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ARACRUZ CELULOSE: S&P Issues Ratings Report
-------------------------------------------
Ratings Under Review

ISSUER CREDIT RATING             To                From
Corporate Credit Rating
Local currency              BBB-/Stable/--    BBB-/Stable/--

Corporate Credit Rating
Foreign currency            BB-/Stable/--     B+/Positive/--

Rationale

The foreign currency rating on Aracruz Celulose S.A. (Aracruz)
mirrors the foreign currency rating assigned to the Federative
Republic of Brazil. The local currency rating on Aracruz
reflects its above-average ability to remain protected against
the idiosyncrasies of the Brazilian economy because of the
Company's sales to the external market, its strong competitive
position in the market pulp business as a low cost producer, and
its free cash flow generation from 2005 on. On the other hand,
Standard & Poor's Ratings Services also considers that a
prolonged economic crisis in Brazil could potentially curtail
the Company's financial flexibility in the medium term, as its
ability to sustain cash generation at current strong levels and
to execute adequate investment decisions to support its long-
term growth could be impaired. The continuity of Brazil's
improving economic and political environment provides Aracruz
with more stable conditions under which to manage its financial
position.

Aracruz's accumulated third-quarter figures in 2004 (year-to-
date (YTD) September 2004) mostly mirror the higher output
derived from the consolidation of the Aracruz GuaĦba plant after
its acquisition in 2003. In the first nine months of 2004, the
Company reached a total output of 1.75 million tons of market
pulp compared to 1.51 million tons in 2002. The higher volume
sold and the fairly stable average list prices in the global
market were both responsible for the 20% increase in revenues
for YTD September 2004 compared with those of YTD September
2003. However, EBITDA (US$418 million in YTD September 2004 and
US$376 million in YTD September 2003) only grew about 11% in the
same period, as a result of the local currency (Real)
appreciation affecting Aracruz's cost position linked to Real.
Still in YTD September 2004, EBITDA to gross interest coverage
remained stable at 4.70x, but funds from operations (FFO) to
total gross debt significantly improved to 33%; the latter
picked up compared to 25% in the same period last year.
Aracruz's higher FFO in YTD September 2004 of US$346 million
(US$257 million in YTD September 2003) stems from the same
reason as the EBITDA growth, plus a reduced amount of income tax
paid in the period. The credit measures in September 2004 are in
line with Standard & Poor's expectations.

On a partially consolidated basis including 50% of Veracel's
debt and revenues, even under a conservative pulp price scenario
and higher costs, Standard & Poor's expects that Aracruz
(partially consolidated with Veracel) will continue to show
strong operating margins from 2005 on, with an EBITDA margin of
approximately 48%. During 2004 and 2005, the EBITDA-to-gross
interest coverage ratio should be about 4.5x, and FFO to debt
should be close to 26%; however, both ratios are expected to
steadily improve from 2006 on to about 5.5x and 35%,
respectively, because of the full output coming from Veracel.
Total gross debt (again, including 50% of Veracel's debt) to
EBITDA is expected to continue at about 2.8x in 2004, and to
gradually improve to 1.9x by 2006. Considering the total debt
net by cash holdings, those ratios would be at 2.21x and 1.50x,
respectively.

Aracruz is the world's leading producer of bleached eucalyptus
Kraft pulp (BEKP), accounting for some 28% of the global supply,
or some 2.4 million tons per year. After the Fiberline C project
came on stream, Aracruz is no longer self-sufficient in its
fiber needs. However, the Company's higher wood requirements are
being supplied by the Veracel project. The Company has already
invested in its self-sufficiency projects and is expected to be
self-sufficient in fiber again by 2006.

Liquidity

Liquidity remains comfortable and is one of the key rating
factors that sustains Aracruz's average financial risk. The
long-term profile of its debt and capacity to repay maturities
with free cash flow allowed Aracruz to face the credit crunch
and volatility that affected most Brazilian corporates in 2002
without any significant impact on its debt profile or cost of
debt. The Company has already resolved its financing needs to
fund most of its significant capital investments in the next two
years with long-term debt instruments in line with the return of
the projects. One significant investment was Aracruz's
acquisition of its mill from Klabin (GuaĦba), which led its
formerly average debt position to increase about US$400 million
in the second semester of 2003. Even though Aracruz has focused
on the international credit markets, it also enjoys strong
access to the local credit market (though bank lines are not
committed in Brazil) and benefits from a "flight-to-quality"
during a stressed macroeconomic environment.

As of third-quarter 2004, about 60% of Aracruz's debt was its
export future flow securitization, and the remaining were long-
term trade finance and BNDES transactions, with a comfortable
amortization schedule. According to Standard & Poor's
projections, total gross debt is expected to remain at US$1.5
billion until 2006 (or about US$1 to 1.1 billion when
considering the total debt net of cash holdings) when it will
gradually start to decline, including guaranteed debt at
Veracel. Even though Aracruz USGAAP's financial statements do
not proportionally consolidate the Veracel project, for
analytical purposes, Standard & Poor's projections consider the
incorporation of 50% of Veracel's projected results and 50% of
its debt (namely "guaranteed debt"). The debt increase in the
projections and the consequent increase in Aracruz's leverage
ratios were expected and are in line with the Company's
expansion movements (the Veracel project and the GuaĦba mill
acquisition). From 2006 on, Aracruz will face higher debt
amortization amounts, but the Company should benefit from larger
cash generation as a result of the Veracel full output coming on
stream.

Standard & Poor's projections indicate that Aracruz should
become free cash flow positive from 2005 on, considering
Aracruz's portion of investments to be completed at the Veracel
project. The Company is expected to use all its free cash in the
period of 2005-2007 to amortize long-term debt. It is also part
of Aracruz's financial strategy to seek to stretch the total
debt amortization schedule, which is aimed at strengthening the
Company's financial flexibility. This action is already seen as
of the third-quarter 2004 figures that present a ratio of short-
term to total debt of 14%, when this ratio had usually averaged
35% in the past.

Outlook

The stable outlook on Aracruz's foreign-currency rating reflects
that of the sovereign rating of the Federative Republic of
Brazil. The stable outlook on the local-currency rating reflects
the expectation that the current economic, financial, and
political conditions in Brazil will allow Aracruz to sustain
strong profitability and access to long-term funding either
locally or internationally. Rating stability also considers the
Company being able to sustain coverage ratios (EBITDA to gross
interest) in the area of 5x and total gross debt to EBITDA of
lower than 2.5x. The rating would be lowered if projected cash
flow from new businesses proves to be weaker than anticipated,
leading to higher leverage or worsened cash flow protection
measures when compared to those incorporated in Standard &
Poor's projections or if Aracruz becomes more exposed to short-
term debt.

Business Description

Aracruz is the world's leading producer of bleached eucalyptus
hardwood market pulp, accounting for 28% of the global supply.
The Company's leading cost position derives from its full
integration with forests and port, and the high productivity of
its forests. The Company is also self-sufficient in energy in
its two mills.

Aracruz concentrates 83% of its production in the Barra do
Riacho pulp mill, which is located in the state of EspĦrito
Santo and which has three production lines. The Barra do Riacho
mill is next to its 51%-owned port terminal, which is Brazil's
largest port specializing in pulp exports. The remaining 17% of
production comes from the GuaĦba pulp mill in the Southern state
Rio Grande do Sul. The Company owns 247,000 hectares of
productive eucalyptus forests within an average distance of 180
kilometers from the mill. Aracruz also promotes the production
of eucalyptus trees in more 58,000 hectares owned by small
farmers in the region, who sell 100% of their production to
Aracruz.

Business Profile

Aracruz's average business profile reflects its position as a
very low cost producer of pulp. The commodity market pulp
business is very cyclical, resulting in significant price
volatility. Consequently, low cost and diversified producers
have a competitive edge as they have the ability to weather down
cycles while other producers are obliged to take temporary
shutdowns or incur cash losses.

While Aracruz is mostly a single product Company, its very low
cash production cost allows for sustainable profitability even
during the worst price scenarios. The Company's cost
competitiveness derives from its access to low-cost wood supply
and integration of the pulp mill with forests and port
facilities for both mills (Barra do Riacho and GuaĦba).
Favorable climate and soil conditions in Brazil, which allow for
the fast harvest rotation of eucalyptus trees--generally seven
years--excellence in forestry technologies (forest yield of
42m3/hectare/year that ranks among the highest yields in the
world), historical self-sufficiency in supply, and short average
radius to access wood supply, explain Aracruz's low wood costs.
However, since the start-up of Fiberline C production, Aracruz
signed a supply contract to purchase 3.5 million m3 of wood from
Veracel in order to fill in the momentary self-sufficiency gap
due to higher wood requirements from Fiberline C, and should
resume self-sufficiency again by 2006.

The concentration of 83% of production in the Barra do Riacho
mill site allows for significant economies of scale but offers
minimal geographic diversity. However, the three pulp lines are
fairly independent and could continue to operate in case of an
accident or interruption on a specific line. In addition, after
the Veracel project start-up in 2005, this production
concentration in Barra do Riacho will be reduced to about 70%,
considering the 50% Aracruz's stake in the project. As 98% of
production is exported, such concentration does not impose a
disadvantage in terms of access to customers. Pulp exports are
directed to Europe (42%), North America (32%), and Asia (23%),
and main end uses are tissue (55%), specialty papers (19%),
coated woodfree (15%), and uncoated woodfree (11%). Despite the
commodity characteristics, through a consistent development in
product differentiation to focus on less commodity end users,
Aracruz tries to avoid operating in the pulp spot market. Even
though the long-term supply contracts that Aracruz has with its
customers are not bidding, they demonstrate customers' reliance
on Aracruz's quality and capacity to deliver. Sales
concentration in huge clients is increasing as a result of the
paper industry consolidation, but the credit quality of the
portfolio remains very comfortable.

Even though Aracruz is the largest producer of eucalyptus market
pulp, the global market pulp industry (including all types of
fibers) is still highly fragmented, as the largest supplier of
market pulp is Weyerhaeuser with 5.5% of share (Aracruz is the
second with some 5%). Anticipating a consolidation of the pulp
industry, since 2002 Aracruz has taken some decisions in order
to expand: the Company invested $800 million in the Fiberline C
project, adding 700,000 tons in Barra do Riacho site, carried
over the Veracel project that will have a total output of
900,000 tons (Aracruz has a 50% stake), and acquired the 400,000
tons-mill GuaĦba from Klabin. Veracel was also a strategic move
to guarantee access to wood to supply the Fiberline C. Upon the
Veracel start-up, in which Aracruz has a 50% production stake,
the Company will reach a total nominal capacity of some 2.9
million tons of pulp by 2005. After these moves, no further
merger and acquisition activity is likely -- only an already-
approved US$50 million-expansion of 30,000 tons in the GuaĦba
site to come on stream by 2006.

Financial Profile

Aracruz has been able to maintain a moderate financial profile
even during periods of extreme volatility and thus credit
scarcity in Brazil. The Company is expected to maintain a
comfortable cash cushion but very limited short-term debt
position. Aracruz maintains active hedge activity regarding its
exposure to the local currency. Although revenues are
denominated in dollars and this is also the Company's functional
currency, about 15% of the total gross debt and 60% of the total
costs are denominated in local currency. For analytical purposes
and because Veracel is seen as a strategic investment, Standard
& Poor's proportionally consolidates Veracel due to guarantees
provided by Aracruz in 50% of its debts.

Profitability and cash flow

Aracruz is one of the lowest-cost producers of market pulp in
the world, which explains its ample and steady margins despite
the volatility of pulp prices. As Aracruz directs 98% of sales
to exports, revenues are mostly collected in dollars. As 60% of
total costs are tied to the local currency, the Company can be
negatively affected by an appreciation of the local currency or
by inflationary pressures that do not translate into a
depreciation of the currency, which is unlikely to happen in a
floating exchange-rate regime and has not happened since 1996.

Since 2002 with the full capacity production of the Fiberline C
project, the Company has been able to post EBITDA margins near
50%, from a 43% figure achieved in fiscal year-end (FYE) 2002.
Currently, the YTD numbers of September 2004 show that Aracruz
has already consolidated the GuaĦba mill acquisition in 2003 and
EBITDA margin hit 49.4% in the period. Assuming a new total
nominal capacity of 2.4 million tons, Aracruz is expected to
maintain EBITDA margins in the 50% range (all projected numbers
assume net pulp prices to be maintained at US$450/ton). EBITDA
to gross interest coverage has also improved since 2002,
stepping up in the higher-end range of 4. In YTD September 2004,
EBITDA to gross interest coverage was 4.70x, fairly stable when
compared with the YTD September 2003 4.96x ratio, but materially
higher than the 3.26x reached in FYE 2002.

In YTD September 2004, FFO improved to US$346 million compared
with US$257 million in the same period last year, fueled by a
16% increase in volume sold and rather stable average prices as
well as reduced income tax cash payment in the period. Prior to
merger and acquisition activities, Aracruz was expected to
generate free cash flow of US$250 million per year, but now the
forecast for the longer run is a generation of US$500 million.
However, due to significant capital investments in 2003 of about
US$570 million related to the GuaĦba plant acquisition, Aracruz
posted a negative free operating cash flow (FOCF) in that year,
but FOCF is expected to become positive again from 2005 on.

Benefiting from higher volumes and increased profitability from
2003 on, Aracruz is expected to show comfortable cash flow
protection measures even with the increase in bank debt to fund
the acquisition of the GuaĦba plant. EBITDA to gross interest
coverage is expected to improve to 5.5x in 2006 compared to 3.3x
in 2002.

Capital structure and financial flexibility

As of third-quarter 2004, about 60% of Aracruz's debt was its
export future flow securitization, and the remaining are from
long-term trade finance and BNDES transactions, with a
comfortable amortization schedule. According to Standard &
Poor's projections, total gross debt is expected to remain at
US$1.5 billion until 2006 (or about US$1 to 1.1 billion when
considering the total debt net of cash holdings) when it starts
to gradually decline, including guaranteed debt at Veracel. Even
though Aracruz's USGAAP financial statements do not
proportionally consolidate the Veracel project, for analytical
purposes, Standard & Poor's projections consider the
incorporation of 50% of Veracel's projected results and 50% of
its debt (namely "guaranteed debt"). The debt increase in the
projections and the consequent increase in Aracruz's leverage
ratios were expected and are in line with the Company's
expansion movements (the Veracel project and the GuaĦba mill
acquisition). From 2006 on, Aracruz will face higher debt
amortization amounts, but the Company should benefit from larger
cash generation as a result of the Veracel full output coming on
stream.

The long-term profile of its debt and capacity to repay
maturities with free cash flow allowed Aracruz to face the
credit crunch and volatility that affected most Brazilian
corporates in 2002 without any significant impact on its debt
profile or cost of debt. One significant investment was
Aracruz's acquisition of its mill from Klabin (GuaĦba), which
led its formerly average debt position to increase about US$400
million in the second semester of 2003. Even though Aracruz has
focused on the international credit markets, it also enjoys
strong access to the local credit market (although bank lines
are not committed in Brazil) and benefits from a "flight to
quality" during a stressed macroeconomic environment.

The Company is expected to use all its free cash in the period
of 2005-2007 to amortize long-term debt. It is also part of
Aracruz's financial strategy to seek to stretch the total gross
debt amortization schedule, aiming at strengthening the
Company's financial flexibility. This action is already seen as
of the third-quarter 2004 figures that present a ratio of short-
term to total gross debt of 14%, when this ratio had usually
averaged 35% in the past. With the average increase in bank debt
of about $400 million in 2003 and Standard & Poor's partial
consolidation of Veracel in the financial projections, in the
FYE 2004, FFO to debt and total gross debt to EBITDA are
expected to reach 25% and 2.8x, respectively. However, those
ratios should improve based on the revenues from Veracel's total
output from 2006 on, showing FFO to total gross debt of 35% and
total gross debt to EBITDA of 1.9x.

PRIMARY CREDIT ANALYST: Marcelo Costa, Sao Paulo
(55) 11-5501-8955; marcelo_costa@standardandpoors.com

SECONDARY CREDIT ANALYST: Milena Zaniboni, Sao Paulo
(55) 11-5501-8945; milena_zaniboni@standardandpoors.com


CEMIG: Summons Debenture Holders to December 3 Meeting
------------------------------------------------------

         CONVOCATION TO GENERAL MEETING OF DEBENTURE HOLDERS
               of the 1st Public Issue of Debentures by
            Companhia Energetica de Minas Gerais - Cemig
               in the total amount of R$ 625,000,000.

Companhia Energetica de Minas Gerais - Cemig, as Issuer of the
above debentures, pursuant to Sections 71 and 124 of Law 6404 of
15 December 1976, as amended, hereby calls all holders of the
debentures of its first Public Issue of Non-convertible
Debentures (in two series, without guarantee nor preference), in
the total amount of R$ 625,000,000, with issue date 1 Nov 2001
("the Debentures" and "the Issue", respectively), to a General
Meeting of Holders of Debentures of that Issue to be held on 3
December 2004, at 10 a.m., at the head office of the Fiduciary
Agent, Planner Corretora de Valores S.A., at Avenida Paulista
2439, 11th floor, Sao Paulo city, Sao Paulo state, to decide on
the following agenda:

a) alterations of the characteristics of the Debentures, and of
the rights and obligations relating to them, due to the process
of de-verticalization ("unbundling") required by Law 10848 of 15
March 2004;

b) approval of an Amendment to the Debenture Deed;

c) authorization to the Fiduciary Agent to sign the Amendment to
the Issue Deed and any other instruments necessary for the
decisions to be taken by the General Meeting of Holders of
Debentures of this Issue;

d) other subjects related to the items on this agenda, and other
matters of interest to the Debenture Holders.

CONTACT: Companhia Energetica de Minas Gerais - CEMIG
         Av.Barbacena, 1200
         Santo Agostinho - CEP 30190-131
         Belo Horizonte - MG - Brasil
         Fax (0XX31)3299-3934
         Phone: (0XX31)3299-4524


ELETROBRAS: S&P Issues Ratings Update
-------------------------------------
Rationale

Eletrobras - Centrais Eletricas Brasileiras' local currency
rating reflects its strategic role in both the financing of the
electric power industry in Brazil, and management of federal
assets in generation, transmission, and distribution. As a
result, its rating is closely linked to that of its 58.4% direct
and indirect owner, the Federative Republic of Brazil (foreign
currency BB-/Stable/--; local currency BB/Stable/--), which has
a strong influence on the Company's business planning, and large
incentives to support it.

The Company is also exposed to the evolving regulatory
environment in Brazil, which can affect the credit quality of
its loan portfolio, as well as the performance of its
subsidiaries, which might require financial support from
Eletrobras.

Eletrobras is one of the main financial agents for the Brazilian
electricity sector, and lends to its own subsidiaries as well as
other electric power companies. The funding for its financing
activities comes from a combination of internally generated cash
and access to the international capital markets. The stability
of the revenue stream from the repayment of interest and
principal of its loans, as well as Eletrobras' low leverage, is
also a key factor. The inflow of receivables covers annual debt
obligations by at least 2x, and cash flow protection measures
are strong for the rating category, with EBITDA to total debt
and total debt to EBITDA at 59% and 1.7x, respectively.

The holding Company is also responsible for supporting the
expansion and development of the electric system, as well as
social programs through the administration of federal programs
and funding. In addition, Eletrobras manages and operates all
federal assets in Brazil's electricity sector.

Interest income from loans granted to the energy sector
accounted for about BrR2 billion in the first six months of 2004
(R3.6 billion in December 2003), improving 10.5% compared with
the same period in 2003. Such improvement is related to the 7.5%
devaluation of the Brazilian Real against the dollar during that
period, which had a positive effect on the Company's result.

Funds from operations (FFO) reached about BrR700 million in June
2004. The annualized FFO interest coverage and FFO to total debt
were 3.7x and 36%, respectively, in first-quarter 2004.
Projection indicates an average cash generation (FFO) of Br1.5
billion per year.

Liquidity

Liquidity is adequate for the rating category. As of June 30,
2004 the Company's total debt reached BrR5.2 billion, of which
BrR1.7 billion matures in the short term. Main debt maturities
include a $300 million international bond in June 2005 and a
$157 million of a syndicated loan due in April 2005. The
remaining is due to multilateral institutions, which represent
around 40% of the total debt and are guaranteed by the federal
government. These maturities are comfortably covered by
Eletrobras' cash position (BrR1 billion) and internal cash
generation (FFO expected to reach BrR1.5 million for fiscal-
year-end 2004). In addition, the Company has a good track record
in accessing the international capital markets.

Almost 77% of total debt was in foreign currency, and is hedged
internally by the Company's large accounts receivables, also in
foreign currency (about BrR32.5 million, or 79% of total loans,
and where the main creditor is Itaipu Binacional (a joint
venture with Paraguay)).

The Company's major cash commitment is to fund the investment
program of its subsidiaries, which is budgeted at about BrR4.3
billion for 2004 and BrR4.6 billion for 2005.

Outlook

The stable outlook on foreign currency reflects that of the
Federative Republic of Brazil. The stable outlook on the local
currency reflects the expectation that Eletrobras will continue
to play an essential role in Brazil's electricity sector.
Financial performance is expected to adequately cover debt
service obligations. Standard & Poor's expects that the
government would provide direct or indirect forms of support to
Eletrobras, if necessary.

PRIMARY CREDIT ANALYST: Juliana Gallo, Sao Paulo (55) 11-5501-
8948; juliana_gallo@standardandpoors.com

SECONDARY CREDIT ANALYST: Milena Zaniboni, Sao Paulo (55) 11-
5501-8945; milena_zaniboni@standardandpoors.com


GERDAU: Unit Announces Over-Allotment Option
--------------------------------------------
Gerdau Ameristeel Corporation (TSX: GNA.TO, NYSE: GNA) announced
Thursday that the underwriters of its recent public offering of
common shares have exercised their over-allotment option to
purchase an additional 4,381,000 common shares of Gerdau
Ameristeel at the initial public offering price of Cdn. $5.90
per share. As agreed to in a subscription agreement with Gerdau
Ameristeel, Gerdau S.A. is purchasing the same number of
additional common shares as the underwriters' pursuant to the
exercise of their over-allotment option at $4.70 per share, the
U.S. dollar equivalent of the public offering price.

The gross proceeds to the Company upon exercise of the over-
allotment option total Cdn.$25,847,900 and the gross proceeds to
the Company upon Gerdau S.A.'s additional purchase total
$20,590,700.

Merrill Lynch, Pierce, Fenner & Smith Incorporated and BMO
Nesbitt Burns Inc. were joint book-running managers for the
public offering in the United States and Canada. CIBC World
Markets Corp., J.P. Morgan Securities Inc. and Morgan Stanley &
Co. Incorporated acted as underwriters.

A registration statement relating to the public offering was
declared effective by the U.S. Securities and Exchange
Commission. This press release shall not constitute an offer to
sell or the solicitation of an offer to buy, nor shall there be
any sale of these securities in any province, state or other
jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of any province, state or other jurisdiction.

A copy of the prospectus relating to the public offering may be
obtained on request without charge from Gerdau Ameristeel at
5100 West Lemon Street, Suite 312, Tampa, Florida, U.S.A. 33609,
telephone no. (813) 286-8383, attention: Secretary or
electronically at www.sedar.com and www.sec.gov.

CONTACT: Gerdau S.A.
         Avenida Farrapos 1811
         Porto Alerge, RS 90220-005
         Brazil
         Phone: +55 3323 2000
         Website: http://www.gerdau.com.br


PROPEX FABRICS: Moody's Assigns First Ratings
---------------------------------------------
For the first time, Moody's Investors Service assigned ratings
to Propex Fabrics, Inc., a leading global manufacturer of
primary and secondary carpet backing and synthetic polypropylene
fabrics.

Moody's assigned B3 to US$175 million Guaranteed Senior Secured
Credit Facility due 2012 and Caa1 to US$150 million issue of
Senior Notes due 2012.

In addition, Moody's assigned a Senior Implied Rating of B3 and
an Issuer Rating of Caa2.

The rating outlook is stable.

Upon the determination of the financial covenant tests under the
credit facility, a speculative grade liquidity rating will be
assigned.

According to Moody's, the ratings reflect the high pro forma
leverage and the weak cash flow to service that debt. Pro forma
total debt to last twelve months ended September 30, 2004 EBITDA
is 5.3 times (or 6 times as adjusted for $33.4 million unfunded
pension liability).

Likewise, pro forma cash from operations less capex for the last
twelve months ended September 30, 2004 to total debt adjusted
for the unfunded pension liability is weak at 6.3% and Moody's
estimates that this measurement will decline to roughly 3% for
fiscal 2005.

The rating outlook is stable. Any degradation in the quality or
amount of free cash flow generation relative to total leverage
could put negative pressure on the ratings. However, a
sustainable improvement in operating margins, cash flow
generation, and the EBIT-based fixed charge coverage, along with
a reduction in debt adjusted for unfunded pension liabilities to
about 4.25 times, could lead to a positive outlook.

Propex Fabrics, Inc., is based in Austell, Georgia and has
manufacturing operations in North America, Europe and Brazil.


TAM: Endeavors to Ward Off Low-Cost Rival in Fast-Growing Market
----------------------------------------------------------------
TAM Linhas Aereas SA, Brazil's second-biggest airline, expressed
confidence that it can drive away no-frills airline Gol Linhas
Aereas Inteligentes in the rapidly growing Brazilian market by
holding its fares within 10% of its rival's, reports Reuters.

President Marco Antonio Bologna, reportedly said Wednesday, "The
main driver is that we have a better network."

He said business passengers in particular were willing to pay
just under 10% more -- "say 9.99%" -- for the convenience of
direct flights that he said Gol does not yet provide.

Gol, which is modeled on low-fare operators like Southwest
Airlines and Ireland's Ryanair, has grown rapidly since setting
up business in 2001 with the aim of offering cheap airfares.

As of October, TAM led the domestic market with a 39% share of
passengers. Gol, on the other hand, ended September with a 22%
market share.

CONTACT:  TAM - Linhas Aereas
          Av. Jurandir, 856
          Jd. Aeroporto - Sao Paulo - SP
          Zip code: 04072-000
          PABX: (011) 5582-8811
          Web site: http://www.tam.com.br


USIMINAS: Shareholders to Get Healthy Dividends
-----------------------------------------------
Believing that profits would continue to increase in light of
growing steel prices, the chief financial officer of Brazilian
steel Company Usinas Siderurgicas de Minas Gerais SA (Usiminas)
assured shareholders of healthy dividends in coming quarters,
says Dow Jones Newswires.

"Company policy is to pay out as dividends 30-40% of net
income," said CFO Paulo Penido. "You can expect very decent
dividend payments in the near future for simple reasons: our
profit is increasing and we are in a comfortable part of the
steel cycle."

Usiminas recently reported a record-breaking third quarter net
profit of BRL1.0 billion ($1=BRL2.78) as rising steel prices
lifted quarterly net revenue to BRL3.29 billion. Steel prices
are soaring in Brazil and abroad as steady growth in China
pushes up demand across the globe.

CONTACTS: Mr. Bruno Seno Fusaro
          e-mail: brunofusaro@usiminas.com.br
          Phone: +55 (31) 3499-8710

          Mr. Paulo Esteves
          e-mail: paulo.esteves@thomsonir.com.br
          Phone: + 55 (11) 3897-6466/6857


VARIG: Uruguay Still Evaluating Bids for Stake in Pluna
-------------------------------------------------------
The Uruguayan government is still in the process of evaluating
bids for Brazilian airline Varig's 49% stake in the Uruguayan
carrier Pluna, Reuters reports, citing Pluna Chief Executive
Jorge Neves.

The offers being evaluated by the Uruguayan government - the
other main stakeholder in Pluna - come from Argentine flagship
Aerolineas Argentinas and Britain's Ashmore Global Fund.

Pluna owns seven planes that fly to Madrid, Santiago, Buenos
Aires, Asuncion, Rio de Janeiro, Sao Paulo and Porto Alegre.

Varig is putting its stake in Pluna up for sale as it battles
with debts of more than US$2 billion, owed mostly to government-
run firms.

CONTACT:  VARIG (Viacao Aerea Rio-Grandense, S.A.)
          Rua 18 de Novembro No. 800, Sao Joao
          90240-040 Porto Alegre,
          Rio Grande do Sul, Brazil
          Phone: (51) 358-7039/7040
                 (51) 358-7010/7042
          Fax: +55-51-358-7001
          Home Page: www.varig.com.br/english/
          Contacts:
              Dorival Ramos Schultz, EVP Finance and CFO
              E-mail: dorival.schultz@varig.com.br

              Investor Relations:
              Av. Almirante Silvio de Noronha,
              n  365-Bloco "B" - s/458 / Centro
              Rio de Janeiro, Brazil


VASP: Canceling Under-booked Flights
---------------------------------
Financially troubled Brazilian airline Vasp begun canceling
flights when reservation levels dipped below 50%, a spokesman
said Wednesday.

The spokesman said passengers are usually accommodated on later
flights when such cancellations occur.

The practice began "within the last few days," the spokesman
said.

Vasp has been experiencing financial difficulties since the 2001
recession that hit the industry. The Company has vowed to
present a comprehensive debt payment plan before the end of the
year.

Vasp is currently operating on a six-month "emergency" license
granted by the federal government pending presentation of the
comprehensive plan.

Ealier this week, a monthly report by the Civil Aviation
Department, or DAC, showed that Vasp's market share fell
dramatically, to 4.4% in October compared with 11% in October
2003.



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

COEUR D' ALENE: Prices Public Offering at $4.50 per Share
---------------------------------------------------------
Coeur d'Alene Mines Corporation (NYSE: CDE) announced Thursday
the pricing of its previously announced public offering of
25,000,000 shares of common stock. Under an underwriting
agreement between Coeur and the underwriters entered into on
November 18, 2004, Coeur will sell the shares to the public at
$4.50 per share. Coeur expects to receive net proceeds, after
payment of the underwriters' discount, of approximately $106.9
million prior to any exercise of the over allotment option.
Coeur has granted the underwriters a 30-day option to purchase
up to an additional 2,500,000 shares of common stock at the
public offering price to cover over allotments, if any.

CIBC World Markets and JP Morgan are acting as joint book-
running managers for the common stock offering, with Bear
Stearns & Co., Inc. and Harris Nesbitt acting as co-managers. A
copy of the prospectus related to the offering can be obtained
from CIBC World Markets Corp., 417 Fifth Avenue, New York, NY,
10016, by fax at 212-667-6136 or by e-mail at
useprospectus@us.cibc.com, or J.P. Morgan Securities Inc.,
Prospectus Department, One Chase Manhattan Plaza, Floor 5B, New
York, NY 10081, Ph. 212-552-5164.

Coeur d'Alene Mines Corporation is the world's largest primary
silver producer, as well as a significant, low-cost producer of
gold. The Company has mining interests in Nevada, Idaho, Alaska,
Argentina, Chile and Bolivia.

This press release shall not constitute an offer to sell or the
solicitation of any offer to buy the securities described above,
nor shall there be any sale of these securities in any
jurisdiction in which such an offer, solicitation or sale would
be unlawful prior to registration or qualification under the
securities laws of such jurisdiction.

CONTACT: Mr. Tony Ebersole
         Director of Investor Relations
         Phone: 1-800-523-1535



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

EDEESTE: CDEEE Raises Legal Issues on Share Sale
------------------------------------------------
The administrator of the Dominican Republic state power company
CDEEE is questioning the legality of the sale of AES Corp.'s
(NYSE: AES) shares in the local power distributor EdeEste to the
Dominican Energy Holdings.

El Caribe relates that AES Dominicana, a unit of AES Corp., says
it notified authorities regarding the sale.

In letters addressed to Superintendent of Power Francisco Mendez
and CDEEE administrator Radhames Segura dated 3 September and 10
September respectively, AES Dominicana president Julian Nebreda
indicated that the Company contemplated transferring the
totality of its shares in AES Distribution East LLC and AES
Distribution East LTD to the possession of Dominican Energy
Holdings. The letter explained that the leading shareholder of
the Company is TCW Energy Advisor LLC, a subsidiary of TCW Asset
Management Company.

But Segura argues that while he received the notification of the
Company's interest in transacting the sale, the Company failed
to offer them first to its partner, the CDEEE, as the contract
signed with AES requires.

The CDEE administrator told El Caribe that they are currently
studying the sales transaction from a legal standpoint.



=============
E C U A D O R
=============

PETROECUADOR: Begins Calling for Crude Supply Bids
--------------------------------------------------
Ecuador's state oil firm Petroecuador said it began calling for
bids on Wednesday for 10 one-year contracts to buy from the
Company 12,000 barrels a day of crude each, reports Business
News Americas.

According to a Petroecuador spokesperson, the Company will
receive bids on Nov. 23. The Company aims to award the contracts
as soon as possible for loading in the first week of December.

The Company had planned to call for bids on the contracts in
early November, but delayed doing so while it studied options to
obtain the best price for the crude.

Petroecuador has changed the formula for the tender, the
spokesperson said, without going into details.

In October, foreign buyers of Ecuador's Oriente crude "phased
out" their contracts with Petroecuador after rejecting the
Company's proposed price differential for November. Buyers had
rejected Petroecuador's proposal to sell Oriente at a
US$13.95/barrel discount to US benchmark crude West Texas
Intermediate (WTI).

The Companies were reportedly seeking a discount of between
US$16.30 and US$16.50 below WTI, but Petroecuador opted for a
"political" price differential, which was the same discount
offered in October, because of pressure from the government to
reduce the spread.



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

AHMSA: Banamex Argues Right Over Shares
---------------------------------------
Local bank Banamex asserted its right over an estimated US$175
million worth of Ahmsa shares, saying that it is entitled to
hold them as guarantee against the steelmaker's debt.

Business News Americas reports that Ahmsa had earlier asked for
the return of the 61.8 million shares or, alternatively, the
reimbursement for the value of the shares. In a statement to the
Mexican bourse, the Company cited a Court ruling affirming its
right over the shares.

The shares have been with Banamex since a 1999 debt dispute
estimated to be worth US$175 million. Ahmsa's default on a total
debt of US$2 billion led the Company into bankruptcy more than
four years ago.


BALLY TOTAL FITNESS: Membership Grows 11% in Third Quarter
----------------------------------------------------------
HIGHLIGHTS:

- Gross committed membership fees grew 11% in the third quarter
2004 vs. 2003.

- Number of new joining members increased 14% in the third
quarter over the prior year quarter.

- Same club gross committed membership fees grew 4% during the
third quarter, 10% for the nine months ended September 30, 2004.

- Company expects to report net loss for the third quarter 2004.

Bally Total Fitness Holding Corporation (NYSE: BFT) announced
Thursday selected operating data for the third quarter ended
September 30, 2004.

Membership sales trends continued to show improvement during the
quarter with gross committed membership fees growing 11% during
the third quarter of 2004 and 16% for the nine months ended
September 30, 2004 over the comparable prior year periods. New
membership joins increased 14% during the third quarter of 2004
and grew 23% for the nine months ended September 30, 2004 over
the comparable prior year periods. October 2004 gross committed
membership fees increased 12% over the prior year period while
the number of new joining members increased 21%. The Company
expects to report a net loss for the three and nine months ended
September 30, 2004. Total members grew 2% to 4,040,000 at
September 30, 2004 from 3,956,000 at December 31, 2003.

As of November 18, 2004, the Company had no outstanding advances
under the $100 million revolving credit portion of its $275
million credit facility, except for $8.7 million in letters of
credit.

On November 15, 2004, the Company announced that it has
commenced the solicitation of consents to waivers of defaults
from holders of its $235 million 10-1/2% Senior Notes due 2011
and $300 million 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. No
assurances can be given that the Company will obtain the
requested waivers or a default under the indentures will not
occur in the future.

The lenders under the Company's $275 million secured credit
facility have foregone any requirement for receipt from the
Company of financial statements filed with the SEC. However, the
credit agreement provides for a cross-default 10 days after
delivery to Bally of a default notice under its indentures. As a
result, the delivery of a default notice under its indentures to
Bally could ultimately result in acceleration of the Company's
obligations under the credit facility and the indentures.

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, China, Korea 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.

To view selected operating data:
http://bankrupt.com/misc/Bally.htm

CONTACTS: Bally Total Fitness Holding Corporation
          Mr. Jon Harris
          Phone: 773-864-6850
          e-mail: jharris@ballyfitness.com
                  OR
          MWW GROUP
          Ms. Carreen Winters
          Phone: 201-507-9500
          e-mail: cwinters@mww.com

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



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

MILPO: WestLB Extends $10M Loan
-------------------------------
German commercial bank WestLB granted Peruvian mining Company
Milpo a US$10 million loan intended to refinance another
existing loan with the bank.

Business News Americas reports that the new loan, payable in six
years with a two-year grace period at Libor plus 3.25%, will pay
off the remainder of the US$60 million loan extend by WestLB in
2002.

Milpo's operations in South America include the Ivan-Zar copper
mine in Chile and a polymetallic mine located in Peru's Pasco
department.


* PERU: Fitch Upgrades Sovereign Rating To 'BB'
-----------------------------------------------
Fitch Ratings, the international rating agency, upgraded Peru's
long-term foreign currency rating to 'BB' from 'BB-', reflecting
the passage last week of pension reform and robust macroeconomic
and fiscal performance. Other rating actions by Fitch include
the following:

--Long-term local currency affirmed at 'BB+';

--Country ceiling upgraded to 'BB';

--Short-term rating affirmed at 'B';

--The Rating Outlook is Stable.

'Passage of civil servant pension reform boosts the credibility
of fiscal management in Peru,' said Therese Feng, Director,
Sovereign Group, Fitch Ratings 'By lowering future pension
outlays, this reform could provide room for the pursuit of other
important public policy goals, such as upgrading infrastructure
and education.'

Since 2002, fiscal deficit reduction has proceeded in the face
of a challenging domestic political environment. This has helped
stabilize Peru's public debt burden, which remains high,
forecast at 264% of revenues and 47% of GDP this year. The
general government deficit, which has declined from 2.7% of GDP
in 2002 to 1.7% in 2003, is likely to fall to 1.4% of GDP this
year. Fitch also believes that election-related fiscal slippage
will be limited in 2005.

Reform of the preferential civil servant pension regime, called
'Cedula Viva,' will improve medium-term fiscal prospects. By
closing the program to new entrants, empowering the legislature
to reduce existing benefits, eliminating benefit indexation, and
making it more difficult to raise future benefits, the reform
boosts the long-run sustainability of the public pension system
and frees up fiscal resources in the future. Even if no near-
term fiscal savings are obtained, the actuarial deficit of the
pension system is expected to decline by 10% of GDP to 55% of
GDP.

Peru's improving sovereign creditworthiness is also underpinned
by solid GDP growth, forecast at 4.5% in 2004, and following
growth above 4% in the prior two years, buoying tax receipts
during this period. A revival in private investment has
broadened from mining and energy to include the consumer goods
sector. A solid balance of payments performance continues to
diminish Peru's vulnerability to external shocks, reflected in
continuing international reserve accumulation and Peru's low
external financing needs of 27% of reserves. Peru's high net
external debt is forecast to fall to 142% of external receipts
this year from 176% in 2000. Relative to comparably-rated
sovereigns, Peru needs to maintain higher reserve holdings
because of its heavy commodity dependence, narrow export base,
high dollarization of its financial sector, and reliance on
external sources of financing.

Peruvian politics have posed risks to the economic policy
framework in the past. President Alejandro Toledo's low
popularity in the polls, localized social unrest, and divisions
in the Peruvian Congress have resulted in frequent cabinet
changes, difficulty implementing reforms, and the perception
that the president would not complete his term. With the 2006
general election in view, the political parties have been
supporting prudent policy settings and modest reforms to enhance
their credibility with the electorate. Likewise, this has made
it increasingly likely that President Toledo will serve out his
full term. Nevertheless, political uncertainty and not
infrequent social unrest deter private investment which, at
18.5% of GDP in 2003, remains below the 22% median for
comparably-rated sovereigns. Both the long-run sustainability of
growth and the further expansion of Peru's narrow export base
depend vitally on attracting broader-based investment. While
Fitch maintains a Stable Rating Outlook, the question of who
will prevail in the spring 2006 presidential election will
increasingly weigh on sovereign risk perceptions over time.



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

PDVSA: Expects Revenues of $26B From Oil Sales in 2004
------------------------------------------------------
Venezuela's state oil firm Petroleos de Venezuela PDVSA
estimates that revenues from crude oil and by-products in the
domestic and foreign markets will exceed US$26 billion this
year.

PDVSA's Commerce and Supply director Asdr£bal Ch vez revealed
that through September this year, PDVSA had sales of US$19.4
billion.

"This will be an exceptional year for PDVSA," he said, due to
the stabilization of oil production at around 3.15 million
barrels a day and the high prices in international markets.

Venezuela's oil sales -including strategic partnerships- have
averaged 2.7 million barrels a day of crude oil and by-products,
but PDVSA insists that oil output stands at 3.1 million bpd.

International reports indicate that Venezuelan oil output is at
2.5 million bpd, below the country's 3.1 million bpd OPEC quota.



                            ***********


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