TCRLA_Public/041209.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

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

          Thursday, December 9, 2004, Vol. 5, Issue 244

                            Headlines


A R G E N T I N A

BEM TAMIM SRL: Court Favors Creditor's Bankruptcy Request
BOTTI MERTNOFF: Court Orders Company to Liquidate Assets
CENTRIFIN S.A.: Files Petition to Reorganize
CLAXSON INTERACTIVE: Signs Agreement to Sell Chilevision
DIRECTV LA: Names Additional Independent Board Member

DISCO: Ahold Appeals Local Court Order Reversing Transfer
DULCES DEL PLATA: Seeks Court Intervention to Reorganize
ELECTRONICA VAQUER: Debt Payments Halted, Set To Reorganize
MODESTO ALVAREZ: Creditor's Liquidation Request Approved
SZWARCBERG HERMANOS: Seeks to Restructure Debt


B E R M U D A

GLOBAL CROSSING: SEC Nears Settlement With Former Executives


B R A Z I L

CEMIG: Withdraws Legal Actions Vs. ANEEL
CFLCL: 10-Month Revenue Up Over 25% to BRL1.33Bln
CFLCL: Ivan Botelho III Secures Operating License
CFLCL: SCL Signs Insurance Contract With Aurea
CFLCL: Expands Operations to Belo Horizonte

DRESDNER BANK: To Reorganize Latin American Unit
EMBRATEL: Stock Price Drops on Share Offer Plan
GERDAU: Obtains $240M Loan From ABN Amro, Japan Lenders


C O L O M B I A

AVIANCA: Shareholders Name New Board of Directors


M E X I C O

BALLY TOTAL: Completes Debt Consent Solicitations
PEMEX: On the Verge of Technical Bankruptcy


P E R U

* PERU: Plans Improved Social Services With $200M Loan


V E N E Z U E L A

CANTV: Shareholders Approve Bs.120 Per Share Dividend Payment
PDVSA: Fedepetrol Warns of Possible Protests


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

BEM TAMIM SRL: Court Favors Creditor's Bankruptcy Request
---------------------------------------------------------
Bem Tamim S.R.L. entered bankruptcy after Judge Cirulli of
Buenos Aires' civil and commercial Court No.6 approved a motion
filed by Mr. Luis Guzik, reports La Nacion. The Company's
failure to pay US$2,470 in debt prompted the creditor to file
the petition.

Working with Dr. Davila, the city's Clerk No. 12, the Company
assigned Mr. Francisco Guerreno as trustee for the bankruptcy
process. The trustee's duties include the authentication of the
Company's debts and the preparation of the individual and
general reports. Creditors are required to present their proofs
of claims to the trustee before March 8, 2005.

The Company's assets will be liquidated at the end of the
bankruptcy process to repay creditors. Payments will be based on
the results of the verification process.

CONTACT: Bem Tamim S.R.L.
         Lavalle 730
         Flat 2 C

         Mr. Francisco Guerreno, Trustee
         Rodriguez Rock 794
         Buenos Aires


BOTTI MERTNOFF: Court Orders Company to Liquidate Assets
--------------------------------------------------------
Judge Carrega, serving for Court No. 4 of Buenos Aires' civil
and commercial tribunal, declared local company Botti Mertnoff
and Hip. S.R.L. "Quiebra", reports La Nacion. The court approved
the bankruptcy petition filed by Mr. Isidro Gabay, to whom the
Company owes US$156,367.68.

The Company will undergo the bankruptcy process with Mr. Pablo
Aguilar as its trustees. Creditors are required to present their
proofs of claims to the trustee for verification before February
15, 2005. Creditors who fail to have their claims authenticated
by the said date will be disqualified from the payments to be
made after the Company's assets are liquidated at the end of the
bankruptcy process.

Clerk No. 8, Dr. Anta, assists the court on the case.

CONTACT: Botti Mertnoff and Hip. SRL
         Viamonte 1328
         Buenos Aires
         
         Mr. Pablo Aguilar, Trustee
         Hipolito Yrigoyen 1516
         Buenos Aires


CENTRIFIN S.A.: Files Petition to Reorganize
--------------------------------------------
Centrifin S.A. filed a "Concurso Preventivo" motion, reports La
Nacion. The Company is seeking to reorganize its finances after
defaulting on its debt payments. The Company's case is pending
before Buenos Aires' civil and commercial Court No. 2, under
Judge Garibotto, who is assisted by Clerk No. 4, Dr.Romero.

CONTACT: Centrifin Ltd.
         Rivadavia 684
         Buenos Aires
  

CLAXSON INTERACTIVE: Signs Agreement to Sell Chilevision
--------------------------------------------------------
Claxson Interactive Group Inc. announced Tuesday it has signed
an exclusivity agreement with Bancard, S.A., a company related
to Chilean businessman Sebastian Pinera, to sell its Chilean TV
network, Red de Television Chilevision S.A. Consummation of the
sale is conditioned upon, among other things, satisfactory
completion of diligence by the proposed buyer, negotiation of a
definitive purchase and sale agreement, and receipt of
regulatory approval. The exclusivity agreement contains
confidentiality provisions that prohibit disclosure of the
proposed terms of the transaction.


DIRECTV LA: Names Additional Independent Board Member
-----------------------------------------------------
The DIRECTV Group, Inc. (NYSE:DTV) announced Tuesday that Haim
Saban, chairman and CEO of Saban Capital Group, Inc., has been
elected to the Company's Board of Directors. Mr. Saban's
appointment is effective immediately. The election of Mr. Saban
increases the company's board to 11, a majority of whom are
independent directors.

"Haim is a highly respected international businessman and his
breadth of experience in building and overseeing successful
media and entertainment companies will serve our Board and The
DIRECTV Group shareholders well," said Rupert Murdoch, chairman
of The DIRECTV Group.

Commenting on his election to The DIRECTV Group Board, Saban
said, "DIRECTV is a great success story. As the leading brand in
pay television, DIRECTV has changed the way people watch TV, and
in just over 10 years has become a market leader in quality,
service and technological advances. I am excited and honored to
join the Board of this dynamic organization, and I look forward
to sharing my experience and contributing to the future success
of the company."

Mr. Saban, 60, has served as chairman and CEO of Saban Capital
Group since 2001. He also currently serves as chairman of the
Supervisory Board of the German broadcaster ProSiebenSat.1 Media
AG and is a member of the Board of Directors of the French
broadcaster Television Francaise 1. He previously served as
chairman and CEO of Fox Family Worldwide from 1997 to 2001.

The DIRECTV Group, Inc. is a world-leading provider of digital
multichannel television entertainment, broadband satellite
networks and services. The DIRECTV Group, Inc. is 34 percent
owned by Fox Entertainment Group, which is approximately 82
percent owned by News Corporation.

CONTACT: The DIRECTV Group, Inc.
         Mr. Bob Marsocci
         Phone: 310-726-4656

         Web Site: www.directv.com


DISCO: Ahold Appeals Local Court Order Reversing Transfer
---------------------------------------------------------
Ahold announced Wednesday that its subsidiary Disco Ahold
International Holdings N.V. ("DAIH") has appealed an Argentine
judicial order rendered by a federal court in San Rafael,
Province of Mendoza, Argentina, of which DAIH was notified on
December 3, 2004. The order relates to the transfer of
approximately 85% of the shares of Disco S.A. to Cencosud S.A.,
which was communicated on November 1, 2004. If ultimately
enforced the order could lead the parties to reverse the
transfer, at least temporarily.

Cencosud and the Argentine government were also notified of the
order. Cencosud has also filed an appeal. Both Ahold and
Cencosud remain fully committed to completing the transaction as
anticipated and intend to vigorously fight the order.

The order was rendered without the Argentine government, DAIH or
Cencosud having notice of application for the order, and
therefore without providing them the opportunity to contest the
request, which was made by a single plaintiff in the case which
is entitled Belmonte, Manuel y Associacion Ruralista de General
Alvear ("Belmonte case"), referred to below.

The order was rendered on the basis of the allegation made by
the plaintiff that DAIH and Cencosud have infringed Argentine
antitrust laws by partially completing the transaction prior to
obtaining antitrust approval. Ahold and Cencosud believe that no
such infringement occurred. The Argentine government confirmed
in a previous appeal in this case that antitrust approval can
also be obtained after completion of the transaction and
consequently, that no such infringement occurred.

The order was rendered by the same court that earlier rendered
an order in the Belmonte case preventing the Argentine antitrust
authorities from continuing their required review of the Disco
transaction, as announced in Ahold's press release of November
1, 2004.

Ahold and Cencosud believe that their appeals of the order have
for now suspended the potential effects of the order.

Ahold announced the transfer of the controlling interest in
Disco on November 1, 2004, following an earlier announcement of
the transaction on March 5, 2004. Ahold believes that the
transfer of the Disco shares as effected is in the best
interests of Disco's customers and associates, which Ahold
believes were being adversely affected by the delay in the
antitrust approval process and the closing of the transaction.

CONTACT: Royal Ahold N.V.
         P.O. Box 3050 1500 HB
         Zaandam Netherlands
         Phone: +31 (0)75 659 57 20
         Fax: +31 (0)75 659 83 02

         Ahold Corporate Communications
         Phone +31.75.659.5720

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


DULCES DEL PLATA: Seeks Court Intervention to Reorganize
--------------------------------------------------------
Dulces del Plata S.A. filed a "Concurso Preventivo" motion,
reports La Nacion. The Company is seeking to reorganize its
finances following cessation of debt payments since August 31,
2003. The Company's case is pending before Court No. 4 of Buenos
Aires' civil and commercial tribunal, under Judge Carrega. The
city's Clerk No. 7, Dr. Gomez Diez, assists the court on this
case.

CONTACT: Dulces del Plata S.A.
         Avenido Cabildo 1493
         Buenos Aires


ELECTRONICA VAQUER: Debt Payments Halted, Set To Reorganize
-----------------------------------------------------------
Court No. 22 of Buenos Aires' civil and commercial tribunal is
currently reviewing the merits of the reorganization petition
filed by Electronica Vaquer SAC e I, reports La Nacion. If
granted, reorganization will allow the Company to avoid
bankruptcy by negotiating a settlement with its creditors.

The city's Clerk No. 44 assists the court on this case.

CONTACT: Electronica Vaquer SAC e I.
         General Hornos 1300
         Buenos Aires
  

MODESTO ALVAREZ: Creditor's Liquidation Request Approved
--------------------------------------------------------
Judge Braga of Buenos Aires' civil and commercial Court No.22
declared Modesto Alvarez S.R.L. bankrupt, says La Nacion. The
ruling comes in approval of the petition filed by the Company's
creditor, Chandon Ltd., for nonpayment of US$13,660.43 in debt.
Clerk No. 43, Dr. Mata, assists the court on the case, which
will conclude with the liquidation of the Company's assets.

The Company's trustee, Ms. Ana Calzada Percivale, will examine
and authenticate creditors' claims until February 11, 2005. 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.

CONTACTS: Modesto Alvarez S.R.L.
          Salas 481
          Buenos Aires

          Ms. Ana Calzada Percivale, Trustee
          Avenida San Martin 2805
          Buenos Aires


SZWARCBERG HERMANOS: Seeks to Restructure Debt
----------------------------------------------
Szwarcberg Hermanos S.A., a finance company operating in the
city of Buenos Aires, requested for reorganization after
defaulting on its debt payments.

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

The case is pending before Court No. 5 of the city's civil and
commercial tribunal. The city's Clerk No. 10 assists the court
on this case.

CONTACT: Szwarcberg Hermanos S.A.
         Esmeralda 740
         Buenos Aires



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

GLOBAL CROSSING: SEC Nears Settlement With Former Executives
------------------------------------------------------------
The U.S. Securities and Exchange Commission is expected to
announce this week it has reached a settlement with former
executives of Global Crossing Ltd. The Wall Street Journal
reported that the SEC is likely to fine the company's founder
Mr. Gary Winnick, former Chief Financial Officer Mr. Dan Cohrs
and Mr. Joe Perrone - the former executive vice president for
finance - for alleged accounting fraud. According to people
familiar with the situation, Global Crossing itself will
probably avoid a fine and fraud accusations.

Global Crossing, whose corporate offices are in Florham Park,
N.J., is registered in Bermuda and is best known for one of the
most spectacular collapses of the recent telecom boom and bust.
Founded by Mr. Winnick in 1997 as the demand for Internet
traffic seemed limitless, the company built a 100,000-mile
fiber-optic network just before demand for the equipment began
to dry up.

In January 2002, the company was forced into bankruptcy
protection. Mr. Winnick came under fire for having sold US$734
million in stock before the company plummeted into bankruptcy
protection, leaving employee retirement accounts and
shareholders with stock that became worthless.

Global Crossing emerged from bankruptcy after ST Telemedia
bought a 61.5% stake for US$450 million. Mexican billionaire
Carlos Slim and Texas investor Richard Rainwater also hold large
stakes in the company.



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

CEMIG: Withdraws Legal Actions Vs. ANEEL
----------------------------------------
Resolution 91 of the GCE, of 21 December 2001 and Law 10438 of
26 April 2002 established the procedures for implementation of
the General Agreement for the Electricity Sector, coming into
effect on 27 December 2001, which established reimbursement of
losses incurred during the period of electricity rationing in
2001-2002.

The amounts to be reimbursed were published by ANEEL and became
part of the assets of the companies, and are amortized through
"extraordinary revenue" ("RTE") resulting from a specially
granted tariff adjustment.

Due to its condition as an integrated company, CEMIG was
considered by ANEEL, for the purposes of determination of the
amounts to be reimbursed and those to be passed on to other
generating companies, to be a holder of a distribution
concession that has its own generating capacity. This
interpretation differed from that of the Company. The
interpretation resulted in amounts higher than those estimated
by CEMIG.

As a means of defending its rights, CEMIG took the initiative of
obtaining legal support for its interpretation, through legal
actions questioning the criteria adopted by ANEEL.

As a consequence of these actions, ANEEL initially ruled a block
on the passthrough of revenues retained by the distributors (the
RTE), relating to the CEMIG's un-contracted capacity sold
through spot market during the 2001-2002 rationing. Today this
blocked amount totals approximately R$ 140 million. Taking into
account also the parts of the RTE due to CEMIG for its
Distribution function, the total amount involved is of the order
of R$ 1.68 billion - which represents a loss much greater than
the benefit to be gained from winning the legal actions.

Consequently, CEMIG has decided to withdraw the legal actions
and sign a settlement with various companies of the sector,
which forms part of a consensus also involving the CCEE, the
electric energy market clearing house (which has played a
decisive role in making the settlement possible), to pay the
difference which was the subject of the Court challenge. This
provides a solution for several issues that were blocked,
including the following:

- Lifting of the block on the pass-through by the distributors
to CEMIG of the accumulated RTE relating to free energy, the
value of which is approximately R$ 140 million in historic
values, and the monthly pass-through, currently around R$ 7
million.

- Payment of debits of the order of R$ 150 million, in historic
values, relating to the difference mentioned. The exact amounts
have yet to be calculated by the CCEE, and CEMIG has provisioned
the amount of R$ 142,560,000 for these debits in its balance
sheet.

The financial impact of the settlement agreed with the other
companies was minimized by the following points of agreement:

- The inflation adjustment of the historic values, for credits
and for debits, will be made based on the variation of the IGP-M
inflation index up to the date of beginning of payment.

- The blocked amounts of RTE will be received in two
installments.

- The payment of the debits will be paid in up to fifty
installments, depending on the amount owed to each creditor.

- The inflation adjustment of the portions referring to the
credits or debits will be made along the same lines as the
monetary adjustment applied to the regulatory assets (the Selic
rate + 1% p.a.).

CONTACT: CEMIG-Companhia Energetica
         AV. Barbacenda 1200
         Bello Horizonte MG
         Brazil
         Phone: 30161-970


CFLCL: 10-Month Revenue Up Over 25% to BRL1.33Bln
-------------------------------------------------
The consolidated gross operating revenue posted by Brazilian
power distributor Cataguazes-Leopoldina (CFLCL) reached BRL1.33
billion during the first ten months of 2004, which represents an
increase of 26% on the same period in 2003.

Consolidated sales stood at 5,426 GWh, rising by 6.4%. However,
if only the retail market is considered, total sales reveal a
fall of 2.8% (2.5% in the area of parent company CFLCL) for the
same period, due to the loss of free consumers, which are being
billed for using the distribution system, considerably
cushioning the financial losses resulting from lower energy
sales.

It should be noted that if the energy demanded in the retail
market by the aforesaid free consumers was considered in CFLCL's
energy balance sheet, the consolidated energy consumption in the
concession areas of the companies comprising the Sistema
Cataguazes-Leopoldina would reveal a 4.0% rise in the first ten
months of 2004 as compared to the same period in 2003.

CONTACT: In Cataguases
         Phone: +55 32 3429-6000
         Fax: +55 32 3429-6317
                     3429-6480

         In Rio de Janeiro
         Phone: +55 21 2122-6900
         Fax: (021) 2122-6931
                    2122-6980
         e-mail: stockinfo@cataguazes.com.br
         Web Site: http://www.cataguazes.com.br


CFLCL: Ivan Botelho III Secures Operating License
-------------------------------------------------
The last of the five SHPs, Ivan Botelho III (24.4 MW), received
an operating license on November 26 and has begun filling its
reservoir with water. Construction work on the aforementioned
five SHPs began simultaneously in 2002, which are part of the
Sistema Cataguases-Leopoldina's program to increase its
electrical energy generation capacity. This SHP is projected to
come into commercial operation at the end of December.

CONTACT: In Cataguases
         Phone: +55 32 3429-6000
         Fax: +55 32 3429-6317
                     3429-6480

         In Rio de Janeiro
         Phone: +55 21 2122-6900
         Fax: (021) 2122-6931
                    2122-6980
         e-mail: stockinfo@cataguazes.com.br
         Web Site: http://www.cataguazes.com.br


CFLCL: SCL Signs Insurance Contract With Aurea
----------------------------------------------
In an unprecedented move, the Sistema Cataguazes-Leopoldina
(SCL) has signed a completion guarantee insurance with insurance
company Aurea, to raise BRL 65 million from Eletrobras for its
subsidiaries located in the northeast of Brazil Energipe
(Sergipe state), CELB (Paraiba state) and Saelpa (Paraiba state)
as guarantee for the funds, which the Federal Government will
provide, for the `Energy for All' program (`Luz Para Todos').

The same operation will also be performed to raise funds for the
`Energy for All' program for SCL's other two energy distributors
CFLCL (Minas Gerais state) and CENF (Rio de Janeiro state).
Through the program the Sistema Cataguazes-Leopoldina predicts
it will serve more than 90 thousand new consumer units,
increasing its current number of consumers (1.8 million) by 5%.


CFLCL: Expands Operations to Belo Horizonte
-------------------------------------------
A generation subsidiary of the Sisteama Cataguazes-Leopoldina,
Cat-Leo Energia has opened offices in the Belo Horizonte
(capital of Minas Gerais state) with the aim of exploring new
opportunities. Among the action plan, includes not only a
greater participation in the Minas SHP program - the target is
to participate in the program which will entail around R$ 1
billion at the first stage - but also to execute direct
contracts with the business sector.

The services which Cat-Leo could provide include power station
maintenance and operation, retrofitting of generating units,
construction management and provision of electric, mechanical
and hydro mechanical equipment, civil construction work and
engineering services.

CONTACT: In Cataguases
         Phone: +55 32 3429-6000
         Fax: +55 32 3429-6317
                     3429-6480

         In Rio de Janeiro
         Phone: +55 21 2122-6900
         Fax: (021) 2122-6931
                    2122-6980
         e-mail: stockinfo@cataguazes.com.br
         Web Site: http://www.cataguazes.com.br


DRESDNER BANK: To Reorganize Latin American Unit
------------------------------------------------
Dresdner Bank plans to restructure its operations in Latin
America, Die Welt says. The bank intends to absorb Dresdner Bank
Lateinamerika's (DBLA) corporate banking activities and
investment banking division and sell off its private banking
division.  Several offers have been made for DBLA's private
banking unit though the group has yet to select a buyer.

DBLA's restructuring came as Dresdner Bank for a while has
erased the unit from its list of strategic businesses.  Job
losses are expected to come along with the restructuring, though
its extent has yet to be released.

CONTACT:  DRESDNER BANK AG
          Jurgen-Ponto-Platz 1
          60301 Frankfurt, Germany
          Phone: +49-692--630
          Fax: +49-692-63-4831
          Web site: http://www.dresdner-bank.de

          DRESDNER BANK LATEINAMERIKA AG
          Neuer Jungfernstieg 16
          20354 Hamburg, Germany
          Phone: (+49 40) 3595-0
          Fax: (+49 40) 3595 3314
          Telex: 41524-140 dr d
          E-Mail: public-relations@dbla.com
          Web site: http://www.dbla.com


EMBRATEL: Stock Price Drops on Share Offer Plan
-----------------------------------------------
Embratel Participacoes SA's shares fell more than 8% Tuesday
after the company announced it will issue new shares worth about
BRL1.9 billion (US$703 million) to help meet debt commitments
and fund acquisitions. Analysts fear its controller, Mexican
telecommunications giant Telmex, could use Embratel as a vehicle
to finance its pending acquisition of Brazil's Net Servicos de
Comunicacao, the debt-laden struggling cable television company,
or AT&T Latin America, which Telmex bought in February.

"It looks like Telmex wants to concentrate ownership of its
Brazilian holdings under Embratel," said a stock market analyst.
The analyst added that such a movement could prove expensive,
with Embratel postponing profits while it reorganizes.

According to a brief analysis of the Embratel announcement by
Fator, a Brazilian brokerage, the news "is good for Embratel's
prospects in the medium-and long-term but could prove bearish in
the short term because of the lack of details, especially for
minority shareholders."

Embratel's shares fell 8.66% to BRL5.79 while Net's shares rose
1.67% to BRL0.61.

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


GERDAU: Obtains $240M Loan From ABN Amro, Japan Lenders
-------------------------------------------------------
Gerdau SA (GGB), Latin America's biggest long steel maker, was
granted a 7-year, US$240-million loan by ABN Amro, the Bank of
Tokyo-Mitsubishi and UFJ Bank Ltd. Gerdau will pay six-month
Libor rates plus 2.48% on the loan. Japan's government-linked
credit agency, Nippon Export and Investment Insurance, provided
risk insurance for the deal.

Gerdau said it will use the money to finance the expansion of
its Ouro Branco steel mill in the Brazilian state of Minas
Gerais. The company is expanding the plant's steel output
capacity to six million tons per year from three million tons at
present.

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



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

AVIANCA: Shareholders Name New Board of Directors
-------------------------------------------------
Shareholders of Colombia's troubled flagship airline Avianca SA
(ANC.YY) have appointed a new board of directors that will take
over in 2006, reports Dow Jones Newswires.

To preside over the airline's new board is Mr. German
Efromovich, who owns Avianca's new controller Brazil's Grupo
Synergy.

Mr. Gabriel Silva, the president of Colombian coffee growers
federation Fedecafe, which holds a large stake in the airline,
will be the number two on the board.

Avianca's press officer, Janeth Benitez, said Tuesday that
organizational changes will be made once the company emerges
from Chapter 11 proceedings.

Avianca filed for Chapter 11 bankruptcy protection in March of
2003 and delivered its reorganization plan to a U.S. court in
July of this year.

The court recently gave its final approval to Avianca's
restructuring plan, under which Synergy will acquire a 75% stake
in the airline, while the remainder will stay in the hands of
Fedecafe.



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

BALLY TOTAL: Completes Debt Consent Solicitations
-------------------------------------------------
Bally Total Fitness Holding Corporation (NYSE: BFT) announced
Tuesday that it has received and accepted consents from the
holders of a majority of its 10-1/2% Senior Notes due 2011 and
9-7/8% Senior Subordinated Notes due 2007 to a limited waiver,
which may extend until July 31, 2005, of any default or event of
default arising from a failure by the Company to file with the
Securities and Exchange Commission, and furnish to the holders
of notes and the trustee under the indentures governing the
notes, reports required to be filed pursuant to the Securities
Exchange Act of 1934. As previously announced, the lenders under
the Company's new $275 million secured credit facility dated
October 14, 2004, have foregone any requirement for receipt from
the Company of financial statements filed with the Securities
and Exchange Commission.

Deutsche Bank Securities Inc. acted as the solicitation agent
for the consent solicitation. MacKenzie Partners, Inc. acted as
the information and tabulation agent for the consent
solicitation. Information regarding the consent solicitation may
be obtained by contacting 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.

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.

CONTACT: Bally Total Fitness
         Mr. Jon Harris
         Phone: 773-864-6850
                or
         MWW Group
         Ms. Carreen Winters
         Phone: 201-507-9500
         e-mail: cwinters@mww.com

         Web Site: www.BallyFitness.com


PEMEX: On the Verge of Technical Bankruptcy
-------------------------------------------
State oil company Petroleos Mexicanos (Pemex) is on the brink of
technical bankruptcy, and the new tax regime designed for the
company and being discussed in Congress is not that extensive to
rebuild its finances.

According to a study on the financial situation of the firm
carried out by former Pemex director general Francisco Rojas,
Pemex's debts will surpass US$50 billion in 2005 and the losses
accumulated between 1998 and 2003 total MXN117 billion (US$10.5
billion).

If fresh capital is not injected into the company, equity will
be lost, said Pemex CEO Luis Ramirez.



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P E R U
=======

* PERU: Plans Improved Social Services With $200M Loan
------------------------------------------------------
The World Bank's Board of Directors approved Tuesday two loans
for a total of $200 million for Peru to improve access of the
poor to critical social programs, assist with the government
decentralization process and enhance competitiveness. In
addition, the Board discussed a progress report on the Country
Assistance Strategy for Peru, which was approved by the Bank in
September 2002.

"The loans approved [Tues]day will support the government of
Peru's commitment to the reduction of poverty and inequality by
improving the provision of social services and making the
government more responsive to citizens," said Marcelo Giugale,
World Bank director for Bolivia, Ecuador, Peru and Venezuela.

FOURTH PROGRAMMATIC SOCIAL REFORM LOAN

The first loan approved is the US$100 million Fourth
Programmatic Social Reform Loan (PSRL IV). It is the fourth and
final stage of a four-year program to support reforms aimed at
increasing access, transparency, and efficiency in social
service provision. The program seeks to improve the antipoverty
focus of public expenditures, increase access of the poor to
quality health and education services, and enhance the
transparency of social programs, while empowering their
beneficiaries in their design and implementation.

The loan will support efforts to complete and consolidate
reforms in five areas:

- Improve management of priority social programs expenditures in
the context of overall fiscal restrictions.

- Support redesign, targeting, and administration of social
protection programs to develop a more accessible and equitable
pension system.

- Continue expansion in the coverage of basic health care within
the framework of a more decentralized system.

- Improve access and efficiency in education by integrating
changes in the administration of human resources to improve
assignment of resources and transparency.

- Promote transparency and accountability in the social sectors
by incorporating important changes in the procurement system,
and implementing a monitoring and evaluation system with
participation of civil society.

"Better access to quality basic services will foster human
capital accumulation and improve the living conditions of the
poor by expanding their social and economic opportunities," said
Rafael Rofman, World Bank task manager for the project.

The previous three loans that make up the program total $350
million and were approved by the World Bank between June 2001
and November 2003.

The $100 million fixed-spread loan for PSRL IV has a repayment
period of 14 years, including eight years of grace.

SECOND PROGRAMMATIC DECENTRALIZATION AND COMPETITIVENESS
STRUCTURAL ADJUSTMENT LOAN

The second loan approved is the $100 million Second Programmatic
Decentralization and Competitiveness Structural Adjustment Loan
(DECSAL II). This operation will assist the government of Peru
in the decentralization of public functions and resources while
supporting its competitive enhancement program. The program
seeks to protect fiscal sustainability during Peru's transition
to a more decentralized state, improve budget accounting and
reporting at all levels of government, and enhance the
efficiency and effectiveness of key government institutions.

The loan will facilitate the following key outcomes:

1. Improve the quality of products and production practices, and
strengthen the overall portfolio and value of Peruvian products
capable of competing in export markets.

2. Reduce currently burdensome logistical cost for firms through
an improved policy framework for the provision of infrastructure
services that will facilitate increased investments, better
management of road and port networks, and enhanced quality of
logistics services.

3. Support increased domestic and foreign private investment by
improving the overall investment climate, reducing
administrative barriers, and enabling transparent contract
enforcement.

4. Increase exports by improving trade facilitation and export
promotion services.

"The program will promote Peru's economic growth and regional
competitiveness and free additional resources for social sector
investment," said Jose Luis Guasch, World Bank task manager for
the project. "As a result, the government will have greater
capacity to design and deliver public services that effectively
target the poor and vulnerable."

The first DECSAL loan for $150 million, approved by the World
Bank Board of Directors in December 2003, stressed fiscal
sustainability by establishing a new fiscal decentralization
framework and ensuring a hard budget constraint alongside a
series of related competitiveness measures.

The $100 million fixed-spread loan for DECSAL II has a repayment
period of 14 years, including eight years of grace.

PROGRESS REPORT ON THE COUNTRY ASSISTANCE STRATEGY FOR PERU

In addition to the two loans, the World Bank's Board of
Directors discussed the Progress Report on the Country
Assistance Strategy (CAS) for Peru, which was approved by the
Bank in September 2002, and provides for $230-$400 million a
year in financing through June 2006. The report notes that this
is the first time in the last 40 years that Peru has a
combination of relatively high growth with a manageable fiscal
deficit and favorable external balance, and that these
developments set the basis for poverty reduction if the current
economic performance continues.

CONTACTS: Ms. Alejandra Viveros
          Phone: (202) 473-4306
          e-mail: Aviveros@worldbank.org

          Ms. Lee Morrison
          Phone: (202) 458-8741
          e-mail: Lmorrison1@wordbank.org

          Web Site: www.worldbank.org/pe



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

CANTV: Shareholders Approve Bs.120 Per Share Dividend Payment
-------------------------------------------------------------
Compania Anonima Nacional Telefonos de Venezuela (CANTV) (NYSE:
VNT) announced Tuesday that at its Extraordinary Shareholders
Meeting, its shareholders approved the payment of a dividend of
Bs. 120.00 per share representing Bs.840 per ADS. This dividend
will be paid on December 22, 2004, to shareholders of record on
December 15, 2004. Cantv will support the process of conversion
into US$, through CADIVI (Committee for the Administration of
Foreign Currency), of the dividends to be paid to ADS holders
and other foreign investors.

The Company CANTV, a Venezuelan corporation, is the leading
Venezuelan telecommunications services provider with
approximately 2.9 million access lines in service, 2.7 million
cellular subscribers and 325 thousand Internet subscribers as of
September 30, 2004. The Company's principal strategic
shareholder is a wholly owned subsidiary of Verizon
Communications Inc. with 28.5% of the capital stock. Other major
shareholders include the Venezuelan Government with 6.6% of the
capital stock (Class B Shares), and employees, retirees and
employee trusts which own 7.4% (Class C Shares) and Telefonica
de Espana, S.A. with 6.9%. Public shareholders hold the
remaining 50.6 % of the capital stock.

CONTACT:  Gregorio Tomassi, CFA
          CANTV Investor Relations
          011-58-212-500-1831
          FAX: 011-58-212-500-1828
          E-Mail: invest@cantv.com.ve

          Lauren Puffer
          The Global Consulting Group
          646-284-9426
          E-Mail: lpuffer@hfgcg.com


PDVSA: Fedepetrol Warns of Possible Protests
--------------------------------------------
Frustrated with the delays in the renegotiation of the
collective labor agreement, Venezuela's oil workers union
Fedepetrol warned it would take action against state oil firm
PDVSA, reports Business News Americas. The 2004-2006 collective
labor agreement is supposed to be signed on December 15. But due
to the "delaying tactics" used by PDVSA to put off the approval
of key clauses, such as salaries and pensions, the signing could
take a while, said Fedepetrol director Gregorio Rodriguez.

Already, Fedepetrol has sent PDVSA's president and energy
minister, Rafael Ramirez, a letter expressing the union's
frustrations and setting a December 7 deadline to get the
discussions back on track.

If PDVSA fails to make any progress, Fedepetrol will "begin
pressure," starting with protests and escalating to "stronger
measures" because "we will not accept more unjustified delays by
PDVSA at the negotiating table," Mr. Rodriguez said.

Fedeptrol is asking for higher wages and improved benefits for
workers.



                            ***********


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