TCRLA_Public/050324.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, March 24, 2005, Vol. 6, Issue 59

                            Headlines


A R G E N T I N A

DELTAGRO S.A.: Court Approves Concurso Motion
DISCO: Royal Ahold Receives Payment for Transferred Shares
EL VIAJANTE: Files Voluntary Liquidation Petition
HELY S.A.: Debt Payments Halted, Prepares To Reorganize
JEPSA S.A.: Verification Deadline Set

JOSE BRANCO: Enters Bankruptcy on Court Orders
METAL DESING: Court OKs Creditor's Bankruptcy Call
SANBUESI S.A.: Court Favors Creditor's Bankruptcy Petition
SANECAR S.A.: Court Converts Bankruptcy to Reorganization
TERIN S.A.: Begins Liquidation Proceedings

WALCAR S.R.L.: Court Orders Liquidation


B E R M U D A

LORAL SPACE: Files Revised Reorganization Plan
SEA CONTAINERS: Unit Signs 10-Year Franchise With UK Rail


B R A Z I L

BANCO BRADESCO: Central Bank Approves Capital Increase
CEMIG: Board Endorses 2004 Financial Statements
CSN: Agrees to Sell Tons of Iron Ore to CVRD
GLOBOPAR: Completes Share Purchase Agreement With Telmex
NET SERVICOS: Concludes Debt Restructuring

UNIBANCO: Budgets BRL50Mln for Full Brand Renewal
* BRAZIL: Faces Challenges on Road to Improved Creditworthiness


C H I L E

ENAMI: Seeks Conama's Approval to Build $2.18M SX-EW Plant


E C U A D O R

PACIFICTEL: Saturation Leads to Satellite Use


J A M A I C A

AIR JAMAICA: Suspends Flights to 3 Eastern Caribbean Countries


M E X I C O

AOL LATIN AMERICA: May Seek Bankruptcy Protection
BALLY TOTAL: Hires Turnaround Expert as New CFO
INDUSTRIAS PENOLES: Sells Joint Venture Unit for $70M
MAXCOM TELECOMUNICACIONES: Posts 7% Increase in EBITDA IN 4Q04
NII HOLDINGS: Board Approves 2004 Cash Bonus for Executives

VITRO: Unit's Ratings Equalized With Parent's Says S&P


T R I N I D A D   &   T O B A G O

WASA: Assures RIC of Progress at Caroni/Arena Waterworks


V E N E Z U E L A

PDVSA: Completes Drilling at Tomoporo Oil Field
PDVSA: Lawmaker Continues to Push for Referendum on Citgo Sale


     -  -  -  -  -  -  -  -

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

DELTAGRO S.A.: Court Approves Concurso Motion
---------------------------------------------
Court No. 7 of Buenos Aires' civil and commercial tribunal
approved a petition for reorganization filed by Deltagro S.A.,
according to a report from La Nacion.

The report adds that court-appointed trustee Martha Camba will
verify claims until May 10. The Company will also hold an
informative assembly on November 4. During the assembly,
creditors of the Company will vote to ratify the completed
settlement.

Clerk No. 14 assists the court on the case.

CONTACT: Deltagro S.A.
         Cordoba 315
         Buenos Aires

         Ms. Martha Camba, Trustee
         H. Irigoyen 1349
         Buenos Aires


DISCO: Royal Ahold Receives Payment for Transferred Shares
----------------------------------------------------------
Ahold announced yesterday that it has received from escrow the
final purchase amount for the approximately 85% of the shares of
Disco S.A., which it transferred on November 1, 2004 to the
Chilean retailer Cencosud S.A., after reaching an agreement with
Cencosud on the final purchase price adjustment resulting from
the closing balance sheet of Disco.

The transaction, which Ahold and Cencosud entered into on March
5, 2004, still requires Argentine antitrust approval, although
this will not affect Ahold's retention of the purchase amount.
Ahold and Cencosud are committed to bringing this process to a
successful conclusion and they believe that antitrust approval
will be obtained in due course.

The purchase amount for the remaining approximately 15% of the
Disco shares that currently have not been transferred by Ahold
to Cencosud remains in escrow until such shares can legally be
transferred to Cencosud. As explained before, these shares are
subject to certain Uruguayan court orders processed and executed
in Argentina.

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


EL VIAJANTE: Files Voluntary Liquidation Petition
-------------------------------------------------
Buenos Aires-based El Viajante S.A. filed a " Propia Quiebra"
motion, reports La Nacion. The Company is seeking to wind-up its
operations following cessation of debt payments since December
2001.

The Company's case is pending before Court No. 25 of the city's
civil and commercial tribunal. Clerk No. 49 assists the court
with the proceedings.

CONTACT: El Viajante S.A.
         Concordia 3745
         Buenos Aires


HELY S.A.: Debt Payments Halted, Prepares To Reorganize
-------------------------------------------------------
Court No. 12 of Buenos Aires' civil and commercial tribunal is
now analyzing whether to grant Hely S.A. approval for its
petition to reorganize.

Local daily La Nacion says that the helicopter rental Company
filed a "Concurso Preventivo" petition following cessation of
debt payments since December last year.

The city's Clerk No. 24 assists the court on this case that will
close with the sale of all the Company's assets.

CONTACT: Hely S.A.
         Montevideo 536
         Buenos Aires


JEPSA S.A.: Verification Deadline Set
-------------------------------------
The verification of claims for the Jepsa S.A. liquidation case
will end on May 4 according to Infobae. Creditors with claims
against the bankrupt Company must present proof of the
liabilities to Ms. Clara Susana Auerhan, the court-appointed
trustee, by the deadline.

Court No. 6 of Buenos Aires' civil and commercial tribunal
handles the Company's case with assistance from the city's Clerk
No. 11. The bankruptcy will conclude with the liquidation of the
Company's assets to pay its creditors.

CONTACT: Ms. Clara Susana Auerhan, Trustee
         Uruguay 872
         Buenos Aires


JOSE BRANCO: Enters Bankruptcy on Court Orders
----------------------------------------------
Jose Branco Forti S.A. enters bankruptcy protection after Court
No. 1 of Buenos Aires' civil and commercial tribunal ordered the
Company's liquidation. The order effectively transfers control
of the Company's assets to a court-appointed trustee who will
supervise the liquidation proceedings.

Infobae reports that the court selected Mr. Natalio Kinsbrunner
as trustee. He will be verifying creditors' proofs of claims
until the end of the verification phase on May 3.

CONTACT: Mr. Natalio Kinsbrunner, Trustee
         Marcelo T. de Alvear 1671
         Buenos Aires


METAL DESING: Court OKs Creditor's Bankruptcy Call
--------------------------------------------------
Metal Desing S.R.L. entered bankruptcy after Court No. 1 of
Buenos Aires' civil and commercial tribunal approved the motion
filed by Aga S.A., reports La Nacion. The Company's failure to
pay US$6,016.41 in debt prompted the creditor to file the
petition.

Working with the city's Clerk No. 1, the court appointed Ms.
Maria Taboada 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 proofs of their claims to the
trustee by May 20.

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: Metal Desing S.R.L.
         Charcas 3159
         Buenos Aires

         Ms. Maria Taboada, Buenos Aires
         Juana Azurduy 1449
         Buenos Aires


SANBUESI S.A.: Court Favors Creditor's Bankruptcy Petition
----------------------------------------------------------
Cooperativa Concred Ltda. successfully sought for the bankruptcy
of Sanbuesi S.A. after Court No. 3 of Buenos Aires' civil and
commercial tribunal declared the Company "Quiebra," reports La
Nacion.

As such, the Company will now start the bankruptcy process with
Mr. Fernando Marziele as trustee. Creditors of the Company must
submit proofs of their claim to the trustee before June 6 for
authentication. Failure to do so will mean disqualification from
the payments that will be made after the Company's assets are
liquidated.

The creditor sought for the Company's bankruptcy after the
latter failed to pay debts amounting to US$6,500.

The city's Clerk No. 5 assists the court on the case. Proceeds
from the sale of the Company's assets will be used to pay its
debts.

CONTACT: Sanbuesi S.A.
         Zinny 1679
         Buenos Aires


SANECAR S.A.: Court Converts Bankruptcy to Reorganization
---------------------------------------------------------
Sanecar S.A. proceeds with reorganization after Court No. 1 of
Buenos Aires' civil and commercial tribunal converted the
Company's ongoing bankruptcy case into a "concurso preventivo",
states Infobae.

Under Insolvency protection, the Company will be able to draft a
proposal designed to settle its debts with creditors. The
reorganization also prevents an outright liquidation.

Mr. Ruben H. Faure, the court-appointed trustee, will verify
creditors' proofs of claims until May 5. Creditors with
unverified claims cannot participate in the Company's settlement
plan.

CONTACT: Mr. Ruben H. Faure, Trustee
         Avda Rivadavia 1227
         Buenos Aires


TERIN S.A.: Begins Liquidation Proceedings
------------------------------------------
Terin S.A. of Buenos Aires will begin liquidating its assets
after Court No. 8 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 Juan Carlos Rama.

Mr. Rama will review claims forwarded by the Company's creditors
until April 22. After claims verification, the trustee will
submit the individual reports for court approval on June 6. The
general report submission should follow on August 2.

Clerk No. 16 assists the court on this case.

CONTACT: Terin S.A.
         Florida 520
         Buenos Aires

         Mr. Juan Carlos Rama, Trustee
         Viamonte 1453
         Buenos Aires


WALCAR S.R.L.: Court Orders Liquidation
---------------------------------------
Walcar S.R.L. prepares to wind-up its operations following the
bankruptcy pronouncement issued by Court No. 14 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. Marcela Ingrid
Vainberg as trustee. Ms. Vainberg will be reviewing creditors'
proofs of claims until May 23. The verified claims will serve as
basis for the individual reports to be presented for court
approval on July 5. The trustee will also submit a general
report on September 1.

Clerk No. 27 assists the court on this case that will end with
the sale of the Company's assets.

CONTACT: Mr. Marcela Ingrid Vainberg, Trustee
         Mahatma Gandhi 419
         Buenos Aires



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

LORAL SPACE: Files Revised Reorganization Plan
----------------------------------------------
Loral Space & Communications Ltd. (OTCBB: LRLSQ) filed Tuesday a
revised plan of reorganization (the Plan) with the Bankruptcy
Court.

The Plan, which revises the terms of a plan previously filed on
December 5, 2004, reflects an agreement among the Company, the
Creditors' Committee and the Ad-Hoc Committee of Space
Systems/Loral (SS/L) trade creditors on the elements of a
consensual plan of reorganization. It is subject to confirmation
by the Bankruptcy Court. The Plan provides, among other things,
that:

- Loral's two businesses, satellite manufacturing (New SS/L) and
satellite services (New Skynet), will emerge intact as separate
subsidiaries of reorganized Loral (New Loral).

- New SS/L will emerge debt-free and continue its current
activities, including completion of all satellites under
construction or on order, and active pursuit of additional new
awards.

- New Skynet will continue to provide transponder leasing,
network and professional services to current and prospective
customers.

- New Loral will emerge as a public Company under current
management and will seek listing on a major stock exchange.

- Holders of allowed claims against SS/L and Loral SpaceCom will
be paid in full in cash, including interest from the petition
date to the effective date of the Plan.

- Loral Orion unsecured creditors will receive approximately 80
percent of New Loral common stock and their pro rata share of
$200 million of preferred stock to be issued by New Skynet.
These creditors also will be offered the right to subscribe to
purchase their pro-rata share of $120 million in new senior
secured notes of New Skynet.  This rights offering will be
underwritten by certain Loral Orion creditors who will receive a
fee which may be payable in additional New Skynet notes.

- Loral bondholders and certain other unsecured creditors will
receive approximately 20 percent of the common stock of New
Loral.

- Loral's existing common and preferred stock will be cancelled
and no distribution will be made to the holders of such stock.

Implementation of the Plan and the treatment of claims and
equity interests as provided in the Plan are subject to final
documentation and confirmation by the Bankruptcy Court. Loral
cannot predict with certainty when or if confirmation of the
Plan will occur.

The plan is available on Loral's website at www.loral.com. The
document also will be available via the court's website, at
www.nysb.uscourts.gov.  Please note that a PACER password is
required to access documents on the Bankruptcy Court's website.
Loral's bankruptcy case number is 03-41710 (RDD).

About Loral

Loral Space & Communications is a satellite communications
company. It owns and operates a fleet of telecommunications
satellites used to broadcast video entertainment programming,
distribute broadband data, and provide access to Internet
services and other value-added communications services. Loral
also is a world-class leader in the design and manufacture of
satellites and satellite systems for commercial and government
applications including direct-to-home television, broadband
communications, wireless telephony, weather monitoring and air
traffic management.

CONTACT: Ms. Jeanette Clonan
         Mr. John McCarthy
         Loral Space & Communications Ltd.
         600 Third Ave.
         New York, NY 10016
         USA
         Phone: 212-697-1105
         Web site: http://www.loral.com


SEA CONTAINERS: Unit Signs 10-Year Franchise With UK Rail
---------------------------------------------------------
Sea Containers Ltd. (NYSE: SCRA and SCRB), ferry and rail
operators, marine container lessors and leisure industry
investors, announced Tuesday that its wholly-owned subsidiary,
GNER Ltd., has signed a new 10 year franchise with the U.K.
government's Strategic Rail Authority. The new franchise will be
in direct continuation of GNER's existing franchise that
terminates on April 30, 2005.

GNER has held the present franchise for 9 years. The new
franchise has a break clause after 7 years if GNER fails to meet
certain performance criteria.

Mr. James B. Sherwood, Chairman of Sea Containers and GNER
Holdings, said he was delighted GNER had come through the
bidding process against three strong competitors, with flying
colors. He said his reading of the government's requirements had
been that they were looking for the bid which delivered the
maximum cash to the Treasury, while at the same time protecting
the standards of service. He said that he was pleased that
GNER's successful bid protected GNER's much acclaimed restaurant
car services, the daily exterior washing of all trains and
retention of GNER's headquarters in York.

GNER's bid calls for an increase in rolling stock by three
diesel train sets in the 10 year period and assumes only that
the historic average annual growth of volume will continue. Its
existing 10 set diesel train fleet will be completely overhauled
and refurbished much as is taking place with the electric train
sets called "Mallards". The Mallard program is half complete and
the final train set will be placed in service in October 2005.

Although GNER's initial management fee as a percentage of
revenue will be about 1/3 less than the fee in the current
franchise, a number of special adjustments reduced profits in
the last year of the franchise. Revenue is expected to rise
rapidly so the new fees should quickly surpass the levels in the
old franchise. The government has agreed to protect GNER's
revenue after the first four years. If it falls to less than 94%
of target, the deficit is shared 20% to GNER and 80% to the
government. Between 94% and 98% it is shared 50/50. If revenue
exceeds target GNER keeps 100% of the excess up to 102%, 60%
from 102% to 106% and 40% over 106%.

GNER is currently exceeding its revenue targets.

Sea Containers has agreed through GNER Holdings to inject 5
million ($9 million) of capital into GNER Ltd., and to provide a
30 million ($55 million) standby credit facility. Mr. Sherwood
said that the new franchise gives the operator less freedom to
develop the business than the existing one, which he regretted,
however, there was still considerable scope to enhance revenue
through improved sales and marketing and yield management.

GNER has proposed creating an "electric horseshoe" by
electrifying 15 miles of track between Leeds and Hambleton
Junction and the upgrade of stations between Leeds and
Doncaster. The London/Leeds journey time will be the same
whether trains proceed via the existing route or the new route
so the plan would be to have the half hourly trains alternating
between clockwise and counter clockwise rotations. Additional
capacity will be achieved by operating Leeds as a through
station saving 30 minutes turn-around time.

Christopher W.M. Garnett, Chief Executive and architect,
together with Richard McClean, Development Director, of the new
franchise stressed the following important features of the new
franchise:

- Agreement of the owners of GNER's leased diesel train fleet to
spend 75 million on upgrade, plus the supply of 3 additional
diesel train sets to the same specification.

- 13 extra London-Leeds services by December 2007 (subject to
approval of the Rail Regulator).

- Installation of wi-fi on all trains by May 2007.

- Creation of a new Integrated Control Center in York with
Network Rail by September 2006.

- Investment of 25 million in station improvements, funded out
of cash flow, to cover 900 extra car parking spaces, 400 cycle
spaces and elevators at Newark and Grantham.

- Installation of automatic ticket barriers at Peterborough,
Durham and Newcastle.

- Installation of 50 additional fastticket machines.

Mr. Garnett said that the punctuality target by 2010 was 90%
compared with achieved punctuality of 80.4% currently. GNER
routes are long and the track is shared with other operators who
may have delays, which in turn can delay GNER trains. GNER hopes
to convince Network Rail to rewire major sections of overhead
cable, which is substandard and frequently causes delays.

Mr. Garnett concluded by saying "we want to thank the traveling
public, their political representatives and our staff who
supported our case for the new franchise. The franchise renewal
process went quickly and smoothly because this time there were
far fewer uncertainties. We expect to deliver to the government
a surplus of more than 1 billion during the 10 years of the new
franchise based on an average annual revenue growth of 7.8%.

Revenue growth in the last two years has been 8.2% per annum.
The employees of GNER are proud to be given this vote of
confidence. They have worked diligently these past 9 years to
deliver Britain's finest railway and intend to retain this
ranking in the next 10 years".

GNER is currently bidding together with MTR of Hong Kong for the
Integrated Kent commuter franchise, currently being operated by
the U.K. government. MTR delivers 99.9% punctuality in Hong Kong
where it moves 2 million people daily. Together with Laing PLC,
operator of Chiltern Railways, GNER intends to bid for the
Greater Western franchise in 2006. Chiltern is considered
Britain's finest operator over middle distance routes.

CONTACT: Mr. Steve Lawrence
         Public Relations and Communications
         Sea Containers Services Ltd.
         Sea Containers House
         20 Upper Ground, London SE1 9PF
         Phone: +44 20 7805 5830
         E-mail: steve.lawrence@seacontainers.com
         Web site: http://www.seacontainers.com



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

BANCO BRADESCO: Central Bank Approves Capital Increase
------------------------------------------------------
Mr. Jose Luiz Acar Pedro, Executive Vice President and Investor
Relations Director of Banco Bradesco S.A., informs the U.S.
Securities and Exchange Commission of the Company's move to
increase capital by subscription through this letter dated March
22, 2005:

Securities and Exchange Commission
Office of International Corporate Finance
Division of Corporate Finance
Washington, D.C.

Dear Sirs:

Ref.: Capital Increase by Subscription - Bradesco
Extraordinary General Meeting (EGM) held on 12.9.2004 and
3.10.2005 (at 4 p.m.) - relative to the 3,688612594%
subscription.

We communicate the approval, by the Central Bank of Brazil, on
3.18.2005, and published in the Federal Official Gazette, of the
capital increase process of Banco Bradesco S.A. by subscription
of stocks, disclosed in the EGM held on 12.9.2004 and ratified
in the EGM held on 3.10.2005 (at 4 p.m.).

Consequently, the new stocks will be free for trading as of
tomorrow, 3.23.2005.

Dividends: The new stocks shall be entitled to Monthly and
possibly Complementary Dividends and/or Interest on Own Capital
to be declared by the Board of Directors as from this date on,
as well as possible advantages to be attributed to the other
stocks.

CONTACT: Banco Bradesco S.A.
         Predio Novo - 4 ANDAR
         Cidade de Deus
         S/N, Osasco
         Sao Paulo, 06029-900
         Brazil
         Phone: 55-11-3684-9229
         Web site: http://www.bradesco.com.br


CEMIG: Board Endorses 2004 Financial Statements
-----------------------------------------------
The Board of Directors of Companhia Paranaense De Energia
(COPEL) approved the following resolutions during the 108th
Board of Directors meeting held March 21, 2005:

a) Approved, by unanimous vote, Balance Sheet and other
Financial Statements, Management Report and the Proposal of
Profit Appropriation for Fiscal Year 2004, the submission of
this subjects to the Annual Shareholders' Meeting, which call
notice was approved on a date to be defined.

b) Approved, by unanimous vote, the procedure to regularize
intra-Company financial transfers between the wholly-owned
subsidiaries and between these subsidiaries and the Holding
Company;

c) Approved, by unanimous vote, the rectification of the terms
of the real guarantee within the scope of the Company's Third
Debenture Issue.

CONTACT: Cemig-Companhia Energetica
         Avenida Barbacenda 1200
         Bello Horizonte MG, 30161-970
         Brazil


CSN: Agrees to Sell Tons of Iron Ore to CVRD
--------------------------------------------
Companhia Siderurgica Nacional ("the Company") informed its
shareholders and the public that on March 21, 2005, the Company
and Companhia Vale do Rio Doce ("CVRD") have entered into a
contract whereby CSN will sell to CVRD a total of 54,700,000
(fifty-four million, seven hundred thousand) tons of iron ore
from its Casa de Pedra Mine, during a term of 10 (ten) years and
3 (three) months, destined to Asia.

The transaction is the first long-term iron ore sale by CSN from
the expansion of the Casa de Pedra Mine and is a landmark of the
sale of iron ore in large scale by CSN. The commercial terms of
the transaction with CVRD include price referenced to the
international market with variations in accordance with the
official deals published annually by Brazilian mining companies
and by Asian steel companies.

CONTACT: Mr. Marcos Leite Ferreira
         CSN - Investor Relations
         Phone: (55 11) 3049-7591
         E-mail: marcos.ferreira@csn.com.br
         Web site: http://www.csn.com.br/


GLOBOPAR: Completes Share Purchase Agreement With Telmex
--------------------------------------------------------
Globo Comunicacoes e Participacoes S.A.("Globopar")announced
Tuesday the completion of the transactions contemplated under
the Share Purchase Agreement with Telefonos de Mexico, S.A. de
C.V. ("Telmex"), signed June 27, 2004, relating to the sale by
Globopar and its subsidiaries of an interest in Net
Servicos de Comunicacao S.A. ("Net") to a subsidiary of Telmex.
Globopar, and its subsidiaries, Distel Holding S.A., UGB
Participacoes S.A. and Roma Participacoes Ltda. (collectively,
"Globo"), completed the sale of Net shares to Latam do Brasil
Participacoes S.A. ("Latam"), which is indirectly controlled by
Telmex, on March 21, 2005.

Globo received net proceeds of approximately US$185 million as a
result of the Telmex transaction. At the closing of Globopar's
proposed debt restructuring, in accordance with agreements
reached with the bank and bondholder restructuring steering
committees, approximately US$102 million of these net proceeds
will be distributed to Globopar's creditors as prepayment of the
new notes to be issued by Globopar and approximately US$83
million will be placed into a collateral account for the benefit
of Globopar's secured creditors.

The transactions with Telmex were completed as follows:

(a) Globo transferred to GB Empreendimentos e Participacoes S.A.
("GB"), a wholly-owned subsidiary of Globo prior to the
transactions, 802,494,433 common shares of Net, representing 51%
of Net's total voting capital;

(b) Globo transferred to Latam 131,074,091 common shares of GB,
representing 49% of GB's total voting capital, as well as all
534,996,288 preferred shares of GB; and

(c) Globo transferred to Latam 460,928,020 common shares of Net,
representing 29.29% of Net's voting capital.

Globo remains the controlling shareholder of GB, which holds 51%
of the voting capital stock of Net. Globo also continues to hold
directly 171,095,380 common shares of Net and 200,000,000 prefer
red shares of Net, representing 10.87% of the voting capital and
9.63% of the total capital of Net.

As a result of these transactions, Telmex, through Latam, holds
36.55% of the voting capital and 19.59% of the total capital of
Net, in 2 addition to its interest in the voting capital of GB
described above. The percentages of capital included in this
press release are approximate and assume the completion of the
private issuance of shares of Net that is currently underway.

The final price per common share of Net purchased from Globo by
Latam, either directly or indirectly through GB, was R$0.6277.
In connection with the transaction, Globo and Telmex also
entered into shareholders' agreements relating to GB and Net.

About Globopar

Globopar is a Brazilian holding Company owned by the Marinho
family with interests in cable and satellite television, pay
television programming, magazine publishing and printing.

About Telmex

TELMEX is the leading telecommunications Company in Mexico with
17.2 million telephone lines in service, 3.3 million line
equivalents for data transmission and 1.7 million Internet
accounts. TELMEX offers telecommunications services through a 75
thousand kilometer fiber optic digital network. TELMEX and its
subsidiaries offer a wide range of advanced telecommunications,
data and video services, Internet access as well as integrated
telecom solutions for corporate customers. Additionally, the
Company offers telecommunications services through its
affiliates in Argentina, Brazil, Colombia, Chile and Peru.

About Net Servicos

Net Servicos de Comunicacao S.A. ("Net") is the largest Pay-TV
multi-service operator in Latin America and an important
provider of bi-directional broadband Internet access Virtua.

CONTACT: International Media Contact:
         Mr. Simon Maule / Mr. Robert Mead Jo Ristow
         Phone: +44 207 554 1400
         E-mail: smaule@gavinanderson.co.uk

         Brazilian Media Contact:
         Gavin Anderson & Company Companhia de Noticias
         Phone: +55 11 3643 2713
         E-mail: jo@cdn.com.br


NET SERVICOS: Concludes Debt Restructuring
------------------------------------------
Net Servicos de Comunicacao S.A. (Company or NET), a publicly-
held Company, headquartered in the city and State of Sao Paulo,
located at Rua Verbo Divino, 1356 - 1 andar, Chacara Santo
Antonio, with the corporate taxpayer's ID (CNPJ/MF)
#00.108.786/0001-65, under the terms of the Instruction 358/02
issued by CVM (Securities and Exchange Commission of Brazil),
announces the following relevant notice:

As of March 22, the Company's debt restructuring was concluded,
which had an aggregate adhesion of 98% of the total gross
indebtedness volume to which the restructuring proposal was
made.

On this date, the payment of 40% of the principal was made, plus
the total of interest rates on balance as of 06/30/2004, for the
period between 07/01/2004 and 03/21/2005, at the LIBOR-
equivalent rate, plus 3% p.a. for debt denominated in US dollar
and CDI (interbank deposit certificate), plus 2% p.a. for Reais-
denominated debt. Hence, the Company will be showing a new net
indebtedness of approximately R$480 million.

Since the announcement of debt restructuring, the purpose was to
make the Company capable of sustaining the growth of its
operations with its own funds and at the same time have a
financial debt to be amortized without depending on the capital
market conditions. The Company believes that in view of its new
Net Debt/EBITDA04 ratio of .3x, an amortization calendar
consistent with feasible cash generation estimates and hedge
against high interest rates and/or foreign exchange rates built
in new debt instruments, this purpose was fully fulfilled.

Once concluded the debt restructuring, Net Servicos shall be
controlled by GB Participacoes, which on its turn shall be
controlled by Organizacoes Globo, then shall maintain its
control held in the Company.

GB Participacoes, which has as single assets 51% of Net's common
shares, is a Company whose common shares are 51% held by
Organizacoes Globo and 49% by Telmex. The structure of this
operation obtained previous approval of Anatel (Brazilian
Telecommunications Agency).

CONTACT: Mr. Leonardo P. Gomes Pereira
         Chief Financial Officer and Investor Relations Officer
         Net Servicos de Comunicacao S.A.
         Rua Verbo Divino 1356
         Chacara Santo Antonio
         Sao Paulo, SP 04719-002
         Brazil
         Phone: 5511-5186-2000
         Web site: http://globocabo.globo.com


UNIBANCO: Budgets BRL50Mln for Full Brand Renewal
-------------------------------------------------
Unibanco launched in March 21, 2005 its new brand. The result
was a full brand renewal, with new logotype, colors, and
branches look, that will bear the blue as the main color and the
green as supporting color, replacing the black and white which
were the official colors of the bank.

One of the highlights of the project is the return of the
Unibanco icon. The symbol, created in the decade of 60, is back,
now revamped, with more movement and lightness.

The new visual communication of Unibanco will be gradually
implemented in its more than its 1,270 branches and corporate-
site branches, distributed in Brazil, in the credit and debit
cards, checks, promotional material, and in the administrative
buildings.

The gross investment for the project is budgeted at around R$50
million, and will be concluded in 36 months.

CONTACT: Unibanco-Uniao de Bancos Brasileiros S.A.
         Unibanco Holdings
         Avenida Eusebio Matoso 891
         Sao Paulo 05423-901
         Brazil
         Phone: 55-3789-8000
         Web site: http://www.unibanco.com.br


* BRAZIL: Faces Challenges on Road to Improved Creditworthiness
---------------------------------------------------------------
The numerous and complex economic challenges facing policymakers
in the Federative Republic of Brazil (BB-/Stable/B) are debated
frequently and very publicly, given the nation's vibrant
democracy. Current topics of discussion have included the
adequacy of Brazil's fiscal-monetary policy mix, the
appropriateness of international reserve accumulation, and the
government's relationship with the International Monetary Fund
(IMF). All of these topics are pertinent to Standard & Poor's
Ratings Services' assessment of Brazil's creditworthiness.
However, their impact on Brazil's ability and willingness to
repay its debt on time and in full depends on the level of the
rating and on the forward-looking assumptions underpinning that
rating.

Standard & Poor's raised its long-term foreign currency credit
rating on Brazil to 'BB-' from 'B+' in September 2004. This
rating is in the speculative-grade category, which, by
definition, implies high credit risk and, consequently, room for
improvement in Brazil's policy and economic fundamentals. Also,
as a speculative-grade credit, Brazil's economic fundamentals
are more vulnerable to changes in the global economic
environment, and the adequacy of the government's policy
response is less certain than that of investment-grade credits.
These points must be kept in mind when putting in context the
current topic under discussion. In addition, Brazil's fiscal
vulnerabilities imply that fiscal policy has no choice but to
remain prudent to maintain the current 'BB-' rating.

Brazil's Fiscal/Monetary Policy Mix

Given strong real GDP growth of 5.2% of GDP in 2004 and a high
primary (noninterest) surplus, Brazil's net general government
debt declined by eight percentage points to 53% of GDP in 2004.
However, in 2005, Standard & Poor's expects the decline to be
much more modest at only one percentage point; net debt is
projected to decline to 52% of GDP. This smaller pace of
improvement reflects an expected slower pace of real GDP growth
of 3.9%, a smaller primary surplus, and somewhat higher real
interest rates given the cycle of monetary tightening.

Given the stronger-than-expected pace of growth in GDP and in
tax revenues in 2004, the government raised the nonfinancial
public-sector primary surplus target to 4.5% of GDP in September
2004 and closed the year with an out-turn of 4.6% of GDP. The
primary target for 2005, initially set at 4.25% of GDP, implied
an easing in fiscal policy. The announcement in February 2005
that Brazil will take part in a three-year public investment
pilot program with the IMF implies some additional easing of the
2005 primary target to about 4.1% of GDP. (This possibility was
included in the 2005 budget sent to and approved by Congress.)

Are there rating implications for these decisions on fiscal
policy at this time? Given current global economic conditions
and other factors supporting the 'BB-' rating on Brazil-namely
its strong external performance-the answer is no. However, it is
important to underscore that within this context, Standard &
Poor's expects that fiscal policy will continue to be prudently
managed by the government, with revenue performance driving
decision-making on expenditure execution. As a result, Standard
& Poor's expects the 2005 primary fiscal out-turn to somewhat
exceed the 4.1% of GDP target.

Criticism of government policy has focused on several key areas:

    * More expansionary fiscal policy has contributed to the
need for more restrictive monetary policy, given that actual and
expected inflation remain above the 2005 consumer price
inflation target of 5.1% of GDP.
    * A healthier, more balanced policy mix would consist of a
higher target for the primary surplus that could-all other
things being equal-permit somewhat easier monetary policy.
    * The increase in current government spending in 2004
contributes to the poor quality of Brazil's fiscal accounts.
    * More needs to be done to reduce the high level of current
public expenditure, which has been supported by a rising and
complex tax burden that poses a disincentive for much-needed
private investment.

Standard & Poor's concurs with such analysis. However, given
other mitigating factors-such as solid external trade
performance and the benign global financial conditions-there are
not negative rating implications for this less-than-ideal
current policy-mix at the 'BB-' rating level.

Nevertheless, the policy mix and composition of spending do
limit the momentum for improvements in Brazil's
creditworthiness, again, all else being equal. At a projected
52% of GDP for 2005, Brazil's net general government debt is
higher than the 40% median for other countries in the 'BB'
category. Absent stressed global economic conditions, which
could demand a corrective adjustment in the current policy
stance, running a higher primary surplus that supported lower
real interest rates would likely reduce Brazil's debt-to-GDP
ratio at a faster pace than Standard & Poor's currently expects.
This, in turn, could support an improvement in creditworthiness.
Although running a primary surplus near the current target is
adequate for Brazil's debt burden, there is little to no room to
lower the primary surplus further. Other countries with similar
debt burdens have and do run larger primary surpluses, which
have lowered their debt burdens at a faster pace than in Brazil.

For any given fiscal effort, greater expenditure flexibility,
namely a lower share of nondiscretionary spending, enhances
policy room to maneuver in the face of unforeseen shocks and
tends to strengthen perceptions of creditworthiness. For a given
fiscal effort, a greater share of spending on productive
investment-such as in human or physical capital, which
strengthens medium-term growth prospects-could also tend to
support improved creditworthiness. Brazil's fiscal position
could improve through a combination of these policies, which, in
fact, has been highlighted by Standard & Poor's over the years.

The poor quality of Brazil's expenditure mix is not new.
Nondiscretionary spending has accounted for 85% of total central
government spending over the past three years. Central
government payroll plus private-sector social security expenses
(INSS) has risen by 15% in nominal terms in each of the last
three years. Rationalization of payroll, additional efforts to
reduce the public- and private-sector social security deficits,
or both would tend to support improved creditworthiness.

The 2003 reform of the public-sector social security regime
contributed to Standard & Poor's improved assessment of Brazil's
creditworthiness despite the near-term fiscal savings being
small because of its longer-term effects. However, the deficit
for the public-sector regime remains high and constrains policy
room for maneuvering. Furthermore, the INSS deficit has
increased since the reform of 1999. At 1.8% of GDP in 2004, the
INSS deficit is almost double the then-projected stabilization
of the deficit at 1% of GDP associated with that 1999 reform,
which better aligned benefits and contributions. However,
continued deterioration has been mostly because of the link
between INSS benefits and increases in the minimum wage,
highlighting the need for additional reform.

Brazil's tax burden is very high for its level of economic
development and poses a disincentive for private investment.
Raising taxes has been key to raising the primary surplus to
current levels of more than 4% of GDP from 0% of GDP in 1998.
Unfortunately, Standard & Poor's sees little scope for Brazil to
reduce the tax burden given the need to maintain a high primary
surplus until the level of current, nondiscretionary expenditure
and the magnitude of the debt burden are reduced. This will take
time and concerted political effort. In the meantime, continued
efforts to simplify the system could somewhat mitigate the
problematic overall level of taxation.

With an even stronger fiscal performance than that currently
targeted by the government, the financial markets' perceptions
of risk could support a faster reduction in overnight interest
rates by Banco Central and a decline in real interest rates. One
can debate whether the exact level of Brazil's inflation targets
should or could be slightly higher given the disagreement about
Brazil's institutional constraints and the speed at which
inflation can credibly be reduced. However, it is very clear
that to enhance medium-term growth prospects, there is nothing
to be gained by having high inflation. Brazil's inflation is
still high by international standards. Given its too-recent
history of very high inflation, changing the mentality of
investors and consumers to expect and believe that inflation
will converge to international levels takes time. In this
regard, Banco Central's commitment to and success in lowering
inflation is crucial. Standard & Poor's believes that monetary
policy credibility could be further enhanced with formal central
bank independence supplementing its operational independence.

Another fiscal challenge is improving the composition of
Brazil's domestic debt. The government succeeded in improving
the debt composition, which was reflected in Standard & Poor's
upgrade of Brazil in September 2004. The country's share of
dollar-linked paper stood at 8% of domestic debt at the end of
January 2005 from 22.1% in December 2003 and 37% in December
2002. This, in turn, helps insulate the debt burden and fiscal
balances from fluctuations in the exchange rate.

However, the share of paper linked to overnight interest rates
is high at more than 50% of domestic debt, leaving fiscal
balances and debt-to-GDP vulnerable to fluctuations in short-
term interest rates. In addition, the maturity structure of
Brazil's domestic debt is only 21 months for securities issued
via a competitive tender. Although the government successfully
raised the share of fixed-rate paper to 18.7% of domestic debt
in January 2004 from 12.5% in December 2003 and 2.2% in December
2002, it has done so at the cost of a slight reduction in
average tenor. This highlights the difficult tradeoffs involved
in domestic debt management, especially when starting with a
poor debt structure. Tax breaks on holdings of longer-term paper
announced in mid-2004 could facilitate some lengthening of
tenors, but that also depends on the ongoing establishment of a
sound policy track record, a reduction in the government debt
burden, low inflation, and institutional efforts to improve
liquidity in the secondary market.

External Vulnerability

Brazil's external debt burden, though much improved, is still
high. External debt net of liquid assets is projected at about
120% of exports of goods and services for 2005-2006, down
significantly from 300% in 2000. However, the ratio averages a
much lower 50% on average for other 'BB' credits. Brazil depends
on the capital markets to meet its external financing needs,
which is another source of vulnerability given the volatility in
investor sentiment. Brazil's vulnerability (as measured by its
external financing needs), however, has also improved in recent
years. Gross financing needs-defined as the current account
deficit, medium- and long-term amortizations, and short-term
debt-are projected at 100% of gross international reserves in
2005-2006, down from 300% in 2000.

The significant improvement is in part because of Brazil's
strong trade performance. With merchandise exports having grown
by 32% in 2004 and still outpacing the pick-up in imports, the
trade surplus peaked at $33.7 billion and continues to post
records in 2005. Although Brazil's export base has doubled over
the past five years to about 19% of GDP, it is low compared with
other countries Standard & Poor's rates in the 'BB' category,
the exports of which average 30% of GDP.

However, the improvement in financing needs also reflects the
higher level of international reserves compared with 1999-2002.
The government's policy of accumulating international reserves
since December 2004 as market conditions permit, like in early
2004, has led to the accumulation of about $10 billion in
international reserves as of March 2005 since December 2004. In
light of Brazil's amortization profile that includes net
repayments to the IMF in the coming years, these international
reserves serve as a precautionary buffer and lower financing
risks for Brazil. Although the strategy of building
international reserves does entail fiscal costs and complicates
the conduct of monetary policy, the combination of Brazil's
fiscal and external vulnerabilities implies that many policy
decisions in Brazil entail balancing tradeoffs.

Given the time needed to bolster Brazil's export base further
and lower its external debt burden, prudent accumulation of
international reserves is a way in which Brazil can mitigate
some of its financing vulnerabilities. Brazil's gross financing
needs, at 100% of international reserves, compares with 90% for
other 'BB' credits. Although much improved, Brazil's debt-
servicing ratios remain higher than those of peer credits. Debt
service (even excluding short-term debt) as a share of exports
of goods and services will still be about 40% in 2005-2006 (down
from 97% in 2000), which is still much weaker than about 15% for
the 'BB' median.

The IMF

Whether or not to extend the current stand-by arrangement with
the IMF, which expires at the end of March 2005, is a decision
for Brazil's government. Standard & Poor's policy is not to
advise whether or not any government should undertake a program.
That said, creditworthiness can be affected by the presence or
absence of an IMF program in certain instances.

Under current global economic and liquidity conditions, the
current 'BB-' rating on Brazil is not dependent on whether or
not the government extends the program because Standard & Poor's
assumption is that Brazil is committed to a prudent
macroeconomic policy mix with or without a formal IMF stand-by
program. Standard & Poor's does not believe that Brazil needs a
formal IMF program to foster or further strengthen a culture of
fiscal responsibility, as is the case in some lower-rated
sovereigns. In addition, Standard & Poor's expects Brazil to
continue to engage the IMF on discussion of policy-like with the
three-year public investment pilot program-with or without a
formal program.

The announcement that Brazil will participate in this IMF pilot
program was expected. The program entails a modest easing of
fiscal policy targets for investment in carefully selected
infrastructure projects. It does not imply off-budget accounting
but rather continued transparent fiscal accounting. Calculations
of the results for the overall fiscal balances and primary
balances will include these expenditure outlays. All potential
expenditures are expected to continue to be outlined in the
budget process.

Similar types of expenditures had already been negotiated with
the IMF and incorporated in Brazil's fiscal accounts and
budgeted from 2003 to 2005. This has included some spending by
Petrobras and by municipal governments on various sanitation
projects in 2003 and 2004. Such spending has been prudently
managed, has not been excessive, and has not compromised
Brazil's overall primary surplus commitment. Standard & Poor's
expects that, similar to investment decisions under the Public
Private-Sector Partnerships framework, the government will be
selective in focusing on sound, well-run, and beneficial
investment projects under the pilot program. In fact, all other
things being equal, more productive investment spending and less
current spending for a given primary fiscal effort would improve
the quality of Brazil's fiscal balances.

Brazil has not drawn funds from its IMF program since September
2003. With current global liquidity conditions and current
underlying economic fundamentals in Brazil, the government is
not dependent on the IMF for financing. This contrasts sharply
with the environment of 2002 when questions about the
prospective policy stance under a government led by the Partido
dos Trabhaladores and deteriorating debt dynamics contributed to
lack of affordable market financing. In that circumstance, the
IMF played a key role providing financing.

Some sovereigns with higher ratings than Brazil do negotiate IMF
programs for contingency purposes. Sovereigns rated in the
investment-grade category generally do not have IMF programs.
However, that does not imply that a prerequisite for being
assigned an investment-grade rating is not having an IMF
program. Rather, it is that the combination of underlying the
strength in economic fundamentals and predictability of policy
is such that investment-grade credits do not need to have an IMF
program. Given the strong track record of Brazil's meeting IMF
targets and its working relationship with the IMF, under a
scenario of stressed global economic conditions and extremely
unfavorable terms for market financing, Standard & Poor's
expects that Brazil would readily renegotiate a program with the
IMF and gain access to funding.

The Potential For An Upgrade Depends On Brazil's Policies

To conclude, the current policy stance and composition of
Brazil's expenditure and tax burden do not have negative
implications for the current 'BB-' rating on Brazil given the
other factors underpinning the rating. At the same time,
however, it does limit the upside potential for the rating. A
fiscal stance that led to a faster reduction in debt to GDP,
reform that permitted more fiscal flexibility and improved the
quality of public spending, and a less-vulnerable domestic debt
structure would support stronger creditworthiness. Standard &
Poor's believes that Brazil's political leaders and the economic
team understand these constraints. As policymakers, however,
they balance the goal of higher creditworthiness with other
political objectives. Given the time needed to bolster Brazil's
export base further and reduce its external debt burden, prudent
accumulation of international reserves is a way in which Brazil
can mitigate its financing vulnerabilities. From a medium-term
fundamental perspective, however, continued growth in exports is
a more compelling driver for improved creditworthiness. The
decision on whether or not to renew a formal program with the
IMF again balances political objectives. At this time, there are
no implications for the rating if the government does not decide
to renew the program, given the benign global financial
conditions, the expectation of an ongoing prudent policy stance
by the Brazilian government, and improvement in fiscal and
external vulnerabilities during the past several years.

Primary Credit Analyst: Lisa M Schineller, New York
(1) 212-438-7352; lisa_schineller@standardandpoors.com



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

ENAMI: Seeks Conama's Approval to Build $2.18M SX-EW Plant
----------------------------------------------------------
State minerals company Enami is seeking approval from
environmental agency Conama on its plan to build a solvent
extraction-electrowinning (SX-EW) plant at its Taltal plant in
northern Chile's Region II.

Enami spokeswoman Claudia Nunez told Business News Americas that
the Company expects construction of the US$2.18-million plant to
take about one year with production starting in March 2006.

The new plant would have production capacity of 200 tonnes/month
(t/m) of copper cathodes and use the existing mineral processing
facilities at the Jose Antonio Moreno unit, 2km from the port of
Taltal.

Enami is selling its Ventanas smelter-refinery to Codelco, the
world's largest producer of copper, for US$393 million to help
cover a large chunk of an upcoming US$450-million debt payment.

CONTACT:  ENAMI (Empresa Nacional de Mineria)
          MacIver 459,
          Santiago, Chile
          Phone: 637 52 78
                 637 50 00
          Fax:   637 54 52
          Email: webmaster@enami.cl
          Home Page: www.enami.cl/
          Contact:
          Jorge Rodriguez Grossi, President



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

PACIFICTEL: Saturation Leads to Satellite Use
---------------------------------------------
Ecuadorian state-run fixed line operator Pacifictel is now using
satellite capacity after it lost the use of its capacity on an
international cable due to saturation.

According to Business News Americas, the cable in question runs
under the Pacific Ocean from Punta Canero on Ecuador's Santa
Elena peninsula to connect with Chile, Colombia and Argentina.



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

AIR JAMAICA: Suspends Flights to 3 Eastern Caribbean Countries
--------------------------------------------------------------
Air Jamaica announced over the weekend that flights between
Jamaica and Barbados, Jamaica and Grenada and Jamaica and St
Lucia were being suspended with immediate effect until April 16.

The action, the airline said, was taken to meet a new
accelerated maintenance schedule required by the Jamaica Civil
Aviation Authority (JCAA).

St Lucia's Tourism Minister Phillip J. Pierre acknowledged
concern about the suspension of Air Jamaica's flights to the
country but said the move is not expected to have a devastating
impact on the islands tourism sector.

"Only on Saturday we had a meeting with Continental Airlines in
Texas and they have agreed subject to working out the fine
details to commence services to St Lucia from November this
year," he said.

Pierre said that the impact would also be eased by the fact that
two other U.S. carriers, Delta Airlines and U.S. Airways, had
announced plans to increase their services to the island.

Last month, Air Jamaica pulled half its 20 planes out of service
and canceled several U.S. and Britain-bound flights after a U.S.
Federal Aviation audit raised questions about the airline's
maintenance schedule. The FAA insisted Air Jamaica carry out
major maintenance to planes every 15 months instead of every 18
months.



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

AOL LATIN AMERICA: May Seek Bankruptcy Protection
-------------------------------------------------
As stated in previous reports filed with the Securities and
Exchange Commission, America Online Latin America, Inc. ("AOLA"
or the "Company") does not expect to reach cash flow break even
with available cash on hand. The Company expects available cash
will only be sufficient to fund operations into the third
quarter of 2005. To continue operations beyond such time, the
Company would need an additional, substantial capital infusion.
AOLA will not be able to obtain additional financing, whether
from Time Warner Inc. ("Time Warner"), America Online, Inc.
("America Online"), the Cisneros Group of Companies ("Cisneros
Group"), Banco Itau, S.A. ("Banco Itau") or any other source.
The Company is not currently expending resources to obtain
financing from any source because it believes that any efforts
to obtain financing would be futile based on past experience.

Since May 2004, AOLA, together with our financial advisors, have
explored potential strategic alternatives for AOLA and its
subsidiaries, including a possible sale of our entire Company,
the sale of one or more of our operating businesses, the sale of
specific assets or other comparable transactions. To date, the
Company has not successfully completed any such transaction. The
Company is reviewing preliminary and non-binding indications of
interest from multiple parties with respect to the sale of
certain assets. However, there can be no assurance that a
transaction relating to any of these expressions of interest, or
any other transaction, will be completed. Time Warner, the
holder of $160 million of our senior convertible notes, has the
right to require the Company to use the proceeds from any sale
transaction to repay the senior convertible notes. In addition,
its preferred stock has a current aggregate liquidation
preference of approximately $599 million, excluding accrued but
unpaid dividends.

Even if the Company is successful in selling all of its
businesses, the proceeds will not be sufficient to repay the
senior convertible notes, and none of those proceeds will be
available to common stockholders. As a result, the Company does
not believe that its common stock has, or will have, any value.

If AOLA does not consummate the disposition of its businesses in
a timely manner, the Company expects to cease operating those
businesses, although no definitive decision has been made to
cease any particular operation at any particular time. At any
time during the process of attempting to sell its businesses or
ceasing any operation, the Company may conclude that it is
advantageous to file for protection under the bankruptcy laws of
the United States or the insolvency laws of one or more foreign
jurisdictions in which it operates. Any such voluntary filing
would require the consent of the holders of its class B and C
preferred stock, in addition to the authorization of its board
of directors.

On March 16, 2005, management concluded that AOLA is not a going
concern for financial reporting purposes and eventually will not
have sufficient funds to continue operations. In light of that
conclusion, management reviewed current contracts in effect and
determined that the recording of a partial impairment of the
remaining unamortized balance of unearned services recorded as a
result of AOLA's strategic marketing agreement with Banco Itau
was necessary. Management estimates that the amount of this non-
cash impairment is approximately US$38.9 million. In addition,
the Company believes that its disclosure in this report
concerning Company's financial condition and prospects may have
resulted in a default under the senior convertible notes held by
Time Warner. This may have accelerated automatically its
obligation to repay these notes and, therefore, the full $160
million may be immediately due and payable. The Company does not
have sufficient funds available to repay this debt.

As a result of the foregoing matters, AOLA expects that Ernst &
Young LLP will include a going concern qualification in its
report concerning its 2004 audited financial statements.

CONTACT: America Online Latin America, Inc.
         6600 N. Andrews Ave.
         Suite 500
         Fort Lauderdale, FL 33309
         USA
         Phone: 954-229-2100


BALLY TOTAL: Hires Turnaround Expert as New CFO
-----------------------------------------------
Bally Total Fitness Holding Corporation (NYSE: BFT), North
America's leader in health and fitness products and services,
announced Tuesday that finance veteran Carl Landeck has been
appointed Chief Financial Officer, effective March 28, 2005.

"The hiring of a new CFO is an important step in restoring
investor confidence in Bally's financial statements," said Paul
Toback, Chairman and Chief Executive Officer of Bally Total
Fitness. "I have every confidence that Carl will be an excellent
addition to the executive team, as he brings a wealth of
management and financial turnaround experience and possesses the
leadership skills necessary to help us chart our future on a
sound financial basis."

Landeck, a Certified Public Accountant, has served as the CFO of
both publicly traded and privately held companies over the past
ten years and in various senior financial roles spanning nearly
two decades. Throughout his career, Landeck has demonstrated an
ability to restore credibility and integrity to accounting and
finance functions at companies where there have been inherited
deficiencies. He also brings a strong reputation for integrity
and accomplishment within the banking and lending communities.

He most recently served as Chief Financial and Administrative
Officer at Levitz Home Furnishings, Inc., one of the nation's
largest home furnishings retailers and parent Company to both
Levitz and Seaman Furniture. At Levitz Home Furnishings, Landeck
was instrumental in developing and ensuring the financial
integrity of the business, establishing an effective control
environment and building the organizational infrastructure
necessary to efficiently and effectively support the
revitalization of the Company's operations.

Before joining Levitz Home Furnishings, Landeck served as Chief
Financial Officer of Cablevision Electronics Investments, a
wholly owned subsidiary of Cablevision Systems Corporation
(NYSE: CVC), where he focused on the Company's successful
acquisition and re-positioning of assets from Nobody Beats the
Wiz, one of the largest regional retailers of consumer
electronics goods during the 1990's. He was previously Vice
President of Finance and Chief Accounting & Financial Officer at
Herman's Sporting Goods, Incorporated. Landeck's diverse
experience also includes implementing restructuring plans and
extensive development of financial technology.

Commenting on his new roles and responsibilities, Carl Landeck
said, "I'm very impressed with the actions this new management
team is taking in executing the turnaround plan for Bally. I
appreciate Paul's confidence in me and look forward to helping
him restore credibility and financial integrity to the business.
I'm excited to join them at this important time as we work
together to maximize the Company's full potential."

Landeck replaces Bill Fanelli who has served as acting CFO since
April 2004. Fanelli will transition to the newly created
position of Senior Vice President of Planning and Development
where he will leverage his more than twelve years of experience
at Bally in overseeing critical areas of the business, including
strategic business planning, information technology, real
estate, construction and franchising.

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


INDUSTRIAS PENOLES: Sells Joint Venture Unit for $70M
-----------------------------------------------------
Goldcorp Inc. (TSX:G)(NYSE:GG), and Wheaton River Minerals Ltd.
(TSX:WRM)(AMEX:WHT) (together "Goldcorp"), are pleased to
announce the acquisition by their Mexican operating arm,
Luismin, of the 2.4 million ounce Bermejal Gold Deposit in
Mexico for cash consideration of US$70 million. Closing of the
acquisition, from Minera El Bermejal, S. de R.L. de C.V.
("Minera Bermejal"), a joint venture of Industrias Penoles S.A.
de C.V. ("Penoles") and Newmont Mining Corporation ("Newmont"),
is expected by March 31, 2005.

In order to finance the acquisition, Goldcorp will sell its
inventory of gold bullion early in the second quarter of 2005.
Furthermore, given Goldcorp's intent to continue to grow by way
of accretive acquisitions, the Company intends to discontinue
its previous practice of stockpiling one third of its production
from the Red Lake Mine.

Ian Telfer, President and Chief Executive Officer of Goldcorp,
said, "This transaction is a key step in consolidating control
of the Guerrero Gold Belt, a significant part of our growth
strategy in Mexico. This purchase increases Goldcorp's current
measured and indicated mineral resources in this district to
nearly 6 million ounces of gold. The immediate proximity to our
Los Filos Gold Deposit will allow the use of a joint processing
facility for ore from both deposits, which will provide
considerable economies of scale. The acquisition of Bermejal
will turn our Los Filos project into the largest gold mining
operation in Mexico, with average annual production expected to
exceed 300,000 ounces.

By financing this acquisition through the sale of our gold
bullion inventory, we are converting 240,000 ounces of gold in
the bank vault into 2.4 million ounces of gold in the ground.
This is accretive by any measure."

The Bermejal Gold Deposit is located 2 kilometers south of
Goldcorp's Los Filos Gold Deposit, where feasibility studies are
nearing completion. Testwork completed by both Minera Bermejal
and Goldcorp during due diligence indicates run of mine heap
leaching is the preferred processing method.

With the acquisition, the main design effect on the Los Filos
feasibility study will be a change in the proposed heap leach
pad location to a more central location in order to provide
enough capacity to process material from both open pittable
deposits. Geotechnical and design studies have already commenced
on the new pad location. With the majority of Bermejal ore run
of mine heap leached, the already designed Los Filos crushing /
agglomeration plant will not change in scope.

Goldcorp plans to immediately commence further metallurgical,
geotechnical, and engineering studies towards developing both
Bermejal and Los Filos into one comprehensive mining operation.

Reserves and Resources for Goldcorp's interests in the Guerrero
Gold Belt are reported as follows;

                      GUERRERO GOLD BELT
             MINERAL RESERVES AND RESOURCES(1,8)
                   (as of December 31, 2004)

                                                  Contained
                              Tonnage             Gold
                              (million   Grade    (million
Project   Classification      tonnes)    (g Au/t)   ounces)
---------------------------------------------------------

Bermejal (3)   Indicated       93.60        0.79        2.37
  --------------------------------------------------------
Los Filos(4,5) Measured        20.67        0.81        0.54
  ---------------------------------------------------------
               Indicated       67.54        0.91        1.98
  ---------------------------------------------------------
Nukay(4,6)     Proven           0.42        4.73        0.07
  ---------------------------------------------------------
                Probable        0.77        4.65        0.12
  ---------------------------------------------------------
                Measured        0.04        5.31        0.01
  ---------------------------------------------------------
                Indicated      10.45        1.75        0.59
  ---------------------------------------------------------
TOTAL
Measured & Indicated
(inclusive of mineral reserves)                        5.68
  --------------------------------------------------------
Los Filos(4,5) Inferred       11.26         0.7        0.26
  ---------------------------------------------------------
Nukay(4,6)     Inferred        9.69         1.8        0.58
  ---------------------------------------------------------
El Limon
(2,4,7)       Inferred        6.50         3.3        0.68
  ---------------------------------------------------------
TOTAL Inferred                                        1.52
  -------------------------------------------------------

Notes:

1. Mineral Reserves and Resources reported above have been
calculated as of December 31, 2004 in accordance with the
standards of the Canadian Institute of Mining, Metallurgy and
Petroleum National Instrument 43-101.

2. Data shown is Goldcorp's share of Mineral Resources.

3. The Bermejal Mineral Resource was estimated by Penoles, the
current operator of the project, and was included as the
"Mezcala" indicated resource by Newmont in their News Release
dated February 3, 2005. The Bermejal Mineral Resource is
reported using a 0.35 g Au/t cutoff and a US$400 gold price. The
resource estimate was audited and verified by Gary Giroux,
P.Eng. of Giroux Consultants, a Qualified Person under National
Instrument 43-101 guidelines.

4. The Los Filos, Nukay, and El Limon Mineral Reserves and
Resources were reported by Wheaton in their News Release dated
March 7, 2005.

5. The Los Filos Mineral Resource was estimated by Neil Burns,
P.Geo. of Snowden Mineral Industry Consultants, a Qualified
Person under National Instrument 43-101 guidelines. The Mineral
Resource is wholly contained within an optimization shell using
a US$400 gold price, and includes crush/leach resources of 51.5
million measured and indicated tonnes grading 1.28 grams of gold
per tonne for a total of 2.12 million ounces.

6. The Nukay Mineral Reserves and Mineral Resources and were
estimated by Gary Giroux, P.Eng. of Micon Consultants, a
Qualified Person under National Instrument 43-101 guidelines.
The reserves and resources were estimated using a US$375 gold
price and appropriate cut-offs.

7. The El Limon Mineral Resource was estimated by James N. Grey,
P.Geo. and Al Samis, P.Geo., both of Teck Cominco Ltd. and
Qualified Persons under National Instrument 43-101 guidelines.
The Mineral Resource is wholly contained within an optimization
shell using a US$400 gold price.

8. Mineral Resources which are not Mineral Reserves do not
demonstrate economic viability.

In February 2005, Goldcorp announced that its offer for Wheaton
River was successful and this merger is expected finalized in
April 2005. The combined Company, which continues as Goldcorp
under the direction of Wheaton River management, creates the
world's lowest cost million ounce gold producer, with 2005 gold
production expected to exceed 1.1 million ounces of gold at a
cash cost of less than US$60 per ounce. By 2007, gold production
is expected to grow to over 1.5 million ounces. The combined
Company has a strong balance sheet with over US$500 million in
cash and gold bullion, and no debt.

CONTACT: Goldcorp Inc.
         Ms. Julia Hasiwar
         Director, Investor Relations
         Phone:(604) 696-3011
               (604) 696-3001
         E-mail: info@goldcorp.com
         Web site: http://www.goldcorp.com


MAXCOM TELECOMUNICACIONES: Posts 7% Increase in EBITDA IN 4Q04
---------------------------------------------------------------
The number of lines in service at the end of 4Q04 increased 20%
to 164,403 lines, from 137,544 lines at the end of 4Q03, and 6%
when compared to 154,968 lines in service at the end of 3Q04.
Out of the total outstanding lines at the end of 4Q04, 10,220
lines, or 6%, were from Wholesale customers, which compares to
6,850 lines, or 5%, at the end of 4Q03, and 11,320 lines, or 7%,
at the end of 3Q04. During September 2004 we initiated the
deployment of public telephones within areas where we already
have coverage. Out of the total lines in service at the end of
4Q04, 492 lines were from public telephones.

During 4Q04 line construction was higher at 29,243 lines, from
1,232 constructed lines in the same period of 2003; and more
than twice when compared to 12,816 constructed lines during
3Q04. On a full year basis, line construction increased five
fold from 9,367 in 2003 to 52,918 in 2004.

During 4Q04, 19,260 new lines were installed, almost twice the
9,694 lines installed during 4Q03. When compared to 3Q04, the
number of installations increased 31% from 14,655 lines.

During 4Q04, the monthly churn rate was 2.0%, lower than the
2.4% monthly average churn during 4Q03. When compared to 3Q04,
churn rate remained at 2.0%. Voluntary churn in 4Q04 resulted in
the disconnection of 2,787 lines, a rate of 0.6%, similar to the
rate registered in 3Q04 with 2,717 disconnected lines.
Involuntary churn resulted in the disconnection of 6,028 lines,
a rate of 1.3%, which is in line with 5,588 disconnected lines
in 3Q04.

Full year churn for 2004 at 2.0% improved when compared to 2.6%
in 2003. Voluntary churn during 2004 resulted in the
disconnection of 10,265 lines, a rate of 0.8%, which is higher
than 0.7% registered in 2003 and equivalent to 10,740
disconnected lines. Involuntary churn for 2004 resulted in the
disconnection of 23,145 lines, a rate of 1.8%, which compares
favorably to 29,502 disconnected lines, or 1.9%, during 2003.

CUSTOMERS:

Total customers grew 19% to 120,562 at the end of 4Q04, from
101,137 at the end of 4Q03, and 8% when compared to 111,444
customers at the end of 3Q04.

The growth in number of customers by region was distributed as
follows: (i) in Mexico City customers increased by 16% from 4Q03
and 7% from 3Q04; (ii) in Puebla customers grew 18% from 4Q03
and 7% from 3Q04; and, (iii) in Queretaro, the number of
customers increased 106% from 4Q03 and 35% from 3Q04.

The change in the number of customers by category was the
following: (i) business customers increased by 5% from 4Q03 and
2% from 3Q04; and, (ii) residential customers increased by 20%
from 4Q03 and 8% from 3Q04.

REVENUES:

Revenues for 4Q04 increased 6% to Ps$236.1 million, from
Ps$223.7 million reported in 4Q03. Voice revenues for 4Q04
increased 15% to Ps$190.3 million, from Ps$165.2 million during
4Q03, driven by an 18% increase in voice lines together with a
1% increase in ARPU. Data revenues for 4Q04 were Ps$10.3 million
and contributed with 4% of total revenues. Data revenues in 4Q03
were Ps$31.1 million when we recognized non-recurring revenues
of Ps$24.6 from one single customer (See "Maxcom
Telecomunicaciones 4th quarter 2003 and full year 2003 results"
released on April 16, 2004). Wholesale revenues for 4Q04 were
Ps$35.6 million, a 30% increase from Ps$27.4 million in 4Q03.

Revenues for 4Q04 increased 4% to Ps$236.1 million, from
Ps$226.9 million in 3Q04. Voice revenues for 4Q04 increased 3%
to Ps$190.3 million, from Ps$184.3 million during 3Q04. Data
revenues in 4Q04 decreased 12% to Ps$10.3 million, from Ps$11.7
million during 3Q04. During 4Q04, revenues from Wholesale
customers increased 15% to Ps$35.6 million, from Ps$30.9 million
in 3Q04.

On a full year basis, Revenues increased 8% to Ps$868.2 million,
from Ps$805.4 million in 2003. Voice revenues for 2004 increased
to Ps$715.5 million, from Ps$668.9 million in 2003. Data
revenues for 2004 decreased 11% to Ps$41.8 million, from Ps$47.1
million in 2003. During 2004 revenues from Wholesale customers
increased 24% to Ps$110.9 million, from Ps$89.4 million in 2003.

COST OF NETWORK OPERATION:

Cost of Network Operation in 4Q04 was Ps$78.1 million, a 2%
decrease when compared to Ps$79.9 million in 4Q03. Over the same
period, outbound traffic grew 18%, showing an improvement on a
cost per minute basis. The Ps$1.8 million decrease in Cost of
Network Operation was generated by: (i) Ps$4.1 million, or 8%,
increase in network operating services, mainly driven by Ps$4.1
million higher calling party pays interconnection charges;
Ps$1.2 million higher cost of circuits; and, Ps$0.6 million
higher AsistelMax, lease of ports and other services cost, which
were partially offset by Ps$1.8 million lower long distance
interconnection; (ii) Ps$1.9 million higher Technical expenses,
basically as a result of Ps$1.3 million higher maintenance
expenses; (iii) Ps$6.4 million decrease related to the sale of
telecommunications equipment to one single customer under a
lease of capacity agreement (see "Maxcom Telecomunicaciones 4th
Quarter 2003 and full year 2003 results" released on April 16,
2004); and, (iv) Ps$1.4 million, or 29%, decrease in
installation expenses and cost of disconnected lines.

Cost of Network Operation decreased 4% quarter-over-quarter when
compared to Ps$81.2 million in 3Q04. Network operating services
decreased Ps$3.3 million, or 6%, mainly driven by (i) Ps$3.6
million lower long distance reselling cost as a result of better
routing of long distance traffic; (ii) Ps$0.8 million lower
leases of circuits and ports; (iii) Ps$0.1 lower AsistelMax and
other services cost, which were partially offset by Ps$1.2
million higher calling party pays charges as a result of
increased traffic. Technical expenses remained at Ps$20.9
million, and installation expenses and cost of disconnected
lines increased 81% to Ps$3.6 million, basically as a result of
a higher number of lines with billed installation charges. On a
traffic-related cost basis, the cost per minute improved as
outbound traffic increased 4%.

On a full year basis, the Cost of Network Operation increased 6%
over 2003 when compared to Ps$306.4 million in 2004. While
network operating services increased Ps$15.2 million, or 8%, and
installation expenses and cost of disconnected lines decreased
Ps$15.2 million, or 57%, technical expenses increased Ps$17.0
million, or 27%. On cost per minute basis, there was an
improvement when compared to the previous year, as outbound
traffic grew 17% while the Cost of Network Operation increased
6%.

Gross margin at 67% in 4Q04 showed an improvement from 64%
reported in 4Q03 and 64% reported in 3Q04.

Full year gross margin improved to 65% from 64% in 2003.

SG&A:

SG&A expenses were Ps$103.5 million in 4Q04, an 11% increase
from Ps$92.8 million in 4Q03. The increase was mainly driven by:
(i) higher sales commissions of Ps$4.6 million; (ii) higher
general and insurance expenses of Ps$4.3 million; (iii) higher
advertising of Ps$3.5; (iv) higher bad debt reserve of Ps$3.8
million; and, (v) higher consulting fees of Ps$0.5 million.
Higher expenses were partially offset by: (i) lower salaries,
wages and benefits of Ps$3.6 million; and, (ii) lower leases and
maintenance expenses of Ps$2.3 million.

SG&A expenses in 4Q04 increased 5%, from Ps$98.5 million in
3Q04. This variation was mainly driven by: (i) higher consulting
fees of Ps$2.0 million; (ii) higher general and insurance
expenses of Ps$2.1 million; (iii) higher sales commissions of
Ps$1.9 million; and, (iv) higher leases and maintenance of
Ps$0.4 million. Higher expenses were partially offset by: (i)
lower bad debt reserve of Ps$0.9 million; (ii) lower salaries,
wages and benefits of Ps$0.3 million; and, (iii) lower
advertising expenses of Ps$0.2 million.

On a full year basis, SG&A expenses in 2004 decreased 8%, from
Ps$405.5 million in 2003. This variation was mainly driven by:
(i) restructuring cost in 2003 of Ps$28.9 million; (ii) lower
bad debt reserve of Ps$12.9 million; (iii) lower external
advisors fees of Ps$2.4 million; (iv) lower salaries, wages and
benefits of Ps$2.2 million; and, (v) lower leases and
maintenance Ps$1.9 million. Lower expenses were partially offset
by: (i) higher advertising of Ps$10.1 million; (ii) higher
general, administrative expenses and insurance costs of Ps$4.3
million; and, (iii) higher external sales commissions of Ps$2.8
million.

EBITDA:

EBITDA for 4Q04 increased 7% to Ps$54.6 million, from Ps$51.0
million reported in 4Q03. When compared to 3Q04, EBITDA grew 16%
from Ps$47.1 million.

Full year EBITDA for 2004 improved 70% to Ps$187.4 million, from
Ps$110.5 million in 2003.

EBITDA margin of 23% remained at the same level of 4Q03, but
showed an improvement from 21% in 3Q04.

This is the 7th consecutive quarter that Maxcom reports positive
EBITDA. On a full year basis, EBITDA margin improved to 22% in
2004 from 14% in 2003.

CAPITAL EXPENDITURES:

Capital Expenditures for 4Q04 were Ps$139.8 million, four times
the Ps$27.4 million reported in 4Q03, and a 33% increase when
compared to Ps$104.9 million in 3Q04.

Full year Capital Expenditures for 2004 were Ps$329.0 million,
167% higher when compared to Ps$123.0 million in 2003.

CASH POSITION:

Maxcom's cash position at the end of 4Q04 was Ps$65.7 million in
Cash and Cash Equivalents, including Ps$5.5 million of
restricted cash in connection with a banking financing obtained
in 2004, compared to Ps$43.9 million at the end of 4Q03. Cash
and Cash Equivalents at the end of 3Q04 were Ps$42.3 million.

CAPITALIZATION AND LOCAL FINANCING:

On October 6, 2004, Maxcom announced the expiration of the
exchange offer for its Senior Notes due 2007. The exchange offer
closed on October 8, 2004. With the completion of this
transaction, Maxcom's indebtedness was substantially reduced by
71% to $52,825,668 from $179,213,590. The Company also
significantly improved its debt profile by extending its
maturity dates.

The improved capital structure allowed Maxcom to access funds in
the local markets and in local currency with the closing of its
first bank facility in November 2004. Currently, Maxcom is
actively working with several local banks to increase the
availability of resources to fund its capital expenditures.

RECENT ACCOUNTING PRONOUNCEMENTS:

The provisions of Statement C-15 "Impairment of the Value of
Long-Lived Assets and their disposal"("Bulletin C-15"), issued
by the Mexican Institute of Public Accountants ("MIPA"), went
into effect on January 1, 2004. Bulletin C-15 establishes
general criteria for the identification and, if applicable,
recognition of losses from impairment or decrease of value of
long-lived tangible and intangible assets, including goodwill.
We performed a preliminary valuation to determine the fair value
of our long-lived assets at January 31, 2004 upon adoption of
Bulletin C-15. The result of the preliminary valuation was that
a Ps$56.9 million impairment loss was recorded in the Income
Statement on January 1, 2004. The preliminary valuation
identified our point- to-point and point-to-multipoint microwave
concessions (which expire in 2018) as our most representative
asset based on our strategy in place during January 2004, and
therefore the financial projections used for the valuation were
limited to a 15 year period.

A final valuation to determine the fair value of our long-lived
assets at January 31, 2004 was performed in 4Q04 based on our
strategy in place at the end of the year. The final valuation
identified our National Telephony Concession (which expires in
2027) as our most representative asset. The National Telephony
Concession had no cost and thus a zero book value as disclosed
in the notes to our consolidated financial statements. The life
of the Telephony Concession was utilized as the period over
which to include financial projections to determine the fair
value of our long-lived assets, resulting in no impairment of
our long-lived assets; and, therefore, the impairment loss of
Ps$56.9 million recorded in January 2004 was reversed in 4Q04.

The tables on pages 9 and 10 show our 2004 consolidated
financial statements for 1Q04, 2Q04 and 3Q04 as reported and
table on page 11 shows selected balance sheet items for the same
periods on a proforma basis to exclude the effect the impairment
recorded in 1Q04.

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

CONTACT:  MAXCOM TELECOMUNICACIONES, S.A. DE C.V.
           Jose-Antonio Solbes
           Tel.: +52-55-5147-1125
           E-mail: investor.relations@maxcom.com

           Lucia Domville
           Tel: +1-917-375-1984
           Email: ldomville@nyc.rr.com


NII HOLDINGS: Board Approves 2004 Cash Bonus for Executives
-----------------------------------------------------------
On March 16, 2005, the Compensation Committee of the Board of
Directors of NII Holdings, Inc. (the "Company") awarded annual
cash incentive bonuses to the Company's Chief Executive Officer
and the Company's other four most highly compensated executive
officers in 2004 (the "named executive officers"). The awards
were made by the Compensation Committee pursuant to the 2004
Incentive Compensation Plan (the "Plan"), which was approved by
the stockholders of the Company at the 2004 Annual Meeting of
Stockholders.

The following table sets forth the cash bonuses awarded to the
named executive officers who will be included in the Company's
2005 proxy statement:


     Executive Officer                   2004 Cash Bonuses
     -----------------------------------------------------
     Mr. Stephen M. Shindler
     Chief Executive Officer                    $484,000

     Mr. Lodewick van Gemert
     President and Chief Operating Officer      $247,500

     Mr. Byron R. Siliezar
     Vice President and Chief Financial Officer $221,100

     Mr. Jose Felipe
     President, Nextel Cono Sur                 $186,875

     Mr. Robert J. Gilker
     Vice President and General Counsel         $207,900


2005 Bonus Plan

On February 16, 2005, the Compensation Committee established the
performance criteria and goals for executive officers with
respect to cash bonus awards to be paid under the Plan for
achievements relating to the Company's performance for the 2005
fiscal year (the "2005 Bonus Plan"). The criteria relating to
the Company's performance for 2005 are:

(i) operating cash flow of the Company and its consolidated
subsidiaries,

(ii) consolidated net subscriber additions, and

(iii) operating expense targets. Each of the performance
criteria is weighted, including a discretionary component based
on individual performance factors. The minimum achievement
required to qualify for a bonus is 80% of the specified target
goals under the 2005 Bonus Plan. The maximum payout of a bonus
will be based on achievement of 120% of the specified target
goals under the 2005 Bonus Plan. All awards under the 2005 Bonus
Plan are expected to be paid in cash in the first quarter of
2006.

CONTACT: NII Holdings, Inc.
         10700 Parkridge Blvd.
         Suite 600
         Reston, VA 20191
         USA
         Phone: 703-390-5100
         Web site: http://www.nextelinternational.com


VITRO: Unit's Ratings Equalized With Parent's Says S&P
------------------------------------------------------
The ratings on Vitro Envases Norteamerica, S.A. de C.V. (Vena)
are equalized with those of its parent Company, Vitro S.A. de
C.V. (Vitro), reflecting the latter's ability and incentive to
take assets and/or burden the Company with liabilities thanks to
its 100% equity interest in Vena, which contributes
approximately 50% of Vitro's consolidated EBITDA. Crossed
acceleration clauses between Vena and Vitro's Yankee bonds
provide an additional incentive to the whole economic entity to
honor Vena's debt.

Vena is the largest glass container producer in Mexico and
Central America. Through its six facilities in Mexico, the
Company serves 89% of the noncaptive market, a share that is
expected to remain due to the Company's strong market presence
and diversified client base. Other facilities are located in
Costa Rica, Guatemala, and Bolivia.

The ratings on Vitro reflect the Company's high financial
leverage, its weak free operating cash flow generation, and the
challenging operating environment faced by its operating units
across the board. The ratings also reflect the Company's leading
position in flat glass, glass containers, and glassware business
in Mexico and its export activities and international operations
(particularly in the U.S.), which contribute about 50% of total
revenues.

Monterrey, Mexico-based Vitro, through its subsidiary companies,
is Mexico's leading glass producer. Vitro is a major participant
in three principal businesses: flat glass, glass containers, and
glassware. Vitro also produces raw materials and equipment and
capital goods for industrial use.

Vitro's high leverage is reflected in its key financial
indicators. For the 12 months ended Dec. 31, 2004, Vitro posted
EBITDA interest coverage, total debt/EBITDA, and FFO/total debt
ratios of 1.8x, 4.4x, and 9.7%, respectively, which compare
unfavorably to the 2.0x, 4.2x, and 13% posted in 2003.

Furthermore, the Company's free operating cash flow generation
is considered weak, as evidenced by a the FOCF/sales ratio of 2%
and the FOCF/total debt ratio of 3% posted in 2004. The
operating environment for Vitro's operations is challenging
across the board, and it reflects increased competition in the
domestic market and the continued strength in natural gas
prices. In 2005, the spotlight will be on the glass containers
business, as it is expected to drive the Company's revenue and
EBITDA generation. It appears that prospects for the unit are
favorable due to the acceptance of price increases by key
customers. Nevertheless, the Company's performance has been
disappointing in recent years and 2005 could see another decline
in the issuer's EBITDA margin.

Liquidity

The Company's prefinancing cash flow generation is weak (less
than $50 million is expected in 2005) and compares unfavorably
to debt maturities (ex-trade facilities) that totaled $216
million as of Dec. 31, 2004. Nevertheless, Standard & Poor's
believes that Vitro's liquidity is sufficient to meet its 2005
maturities. As of Dec. 31, 2004, the issuer held about $234
million in unrestricted cash, which should be sufficient to meet
holding Company obligations of about $100 million that are due
in 2005. Vitro's financing plan for 2005 will focus on the
refinancing of debt maturities that total $115 million during
the year, particularly $80 million due at its flat glass
subsidiary (Vitro Plan S.A. de C.V.) The Company has
demonstrated good access to the capital markets, as evidenced by
the recent issue of $80 million notes through Vena.

Outlook

The stable outlook reflects Standard & Poor's opinion that
Vitro's liquidity is adequate to meet its debt maturities due in
2005. The ratings could be lowered if the Company's key
financial indicators fail to improve during the year, as it is
expected that excess cash balances will be directed toward debt
reduction as maturities come due. In particular, Standard &
Poor's expects Vitro's EBITDA interest coverage and its total
debt/EBITDA ratio to move toward 2.0x and 4.0x respectively
during the year. A positive rating action would demand a
substantial improvement in Vitro's operating and financial
performance relative to Standard & Poor's expectations.

Primary Credit Analyst: Jose Coballasi, Mexico City
(52)55-5081-4414; jose_coballasi@standardandpoors.com



=================================
T R I N I D A D   &   T O B A G O
=================================

WASA: Assures RIC of Progress at Caroni/Arena Waterworks
--------------------------------------------------------
The Regulated Industries Commission (RIC) of Trinidad and Tobago
said it has received an assurance from the Water and Sewerage
Authority (WASA) that the situation at the Caroni/Arena
Waterworks has improved, relates the Trinidad Express.

In a statement, RIC said: "The Authority has now assured the RIC
that the problem plaguing the Caroni/Arena Water Treatment Plant
has improved and that the plant was now operating at an output
of 65 million gallons per day, consistent with its dry season
operations.

"However, the situation is expected to improve further with the
completion of the desilting works and the RIC anticipates
resumption of full output of 70 million gallons per day within
the next month."

The Commission said it plans to visit the Caroni/Arena Water
Treatment Plant to view firsthand the desilting problem and
other production related issues.



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

PDVSA: Completes Drilling at Tomoporo Oil Field
-----------------------------------------------
Petroleos de Venezuela, through it's Western Division,
successfully finished drilling wells TOM 10 and TOM 11 in
Tomoporo field, located in La Ceiba District, State of Trujillo.
These new wells are currently producing 15 thousand 500 barrels
a day of medium crude (23 API), by natural flow at a controlled
rate.

In order to minimize the environmental impact on these areas,
which have great agriculture and livestock value, they were
drilled as cluster-type wells, using state-of-the-art technology
to build highly slanted extended reach wells, and finishing with
the best production and completion practices.

During the drilling stage, a solid and liquid waste disposal
work plan was followed, which included biodegradation techniques
to preserve the ecosystem.

TOM 10 and TOM 11 wells were drilled under our own endeavor and
with active participation of domestic companies specialized in
drilling, cementing, and handling cuttings, thus ratifying the
capacity of Venezuelan professionals to tackle the efficient
development of reservoirs of this nature.

Once again, the new PDVSA staff shows its technical ability,
teamwork, and commitment to their Country, to produce more
social wealth for our people by adding value to our resource:
Oil.

CONTACT: Petroleos de Venezuela
         Ave. Libertador, La Campina Caracas
         1010 Country
         Venezuela
         Phone: 58-212-708-4021
         Web site: http://www.pdvsa.com


PDVSA: Lawmaker Continues to Push for Referendum on Citgo Sale
--------------------------------------------------------------
Venezuelan opposition lawmaker Carlos Berrizbeitia is not giving
up on his proposal to call for a referendum to decide on the
future of state oil PDVSA's wholly owned subsidiary, Citgo.

Business News Americas recalls that the national assembly,
Venezuela's legislative body, has previously denied
Berrizbeitia's proposal but the lawmaker is adamant.

"This is a matter for consultation. If the government really is
going to sell it [Citgo], then it is the people who should
decide the destiny of PDVSA. We proposed that the people be
consulted since this is a matter of national importance
[considering] Citgo represents 20% of PDVSA's assets,"
Berrizbeitia said.

The controversy surrounding Citgo began when Chavez said that
keeping the unit was subsidizing cheap gasoline in the U.S. and
was bad business for both PDVSA and Venezuela. Energy and oil
minister and PDVSA president Rafael Ramirez later added fuel to
the fire when he said that some of Citgo's nine refineries and
asphalt plants could be sold.



                            ***********


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

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

Copyright 2005.  All rights reserved.  ISSN 1529-2746.

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

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

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


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