TCRLA_Public/050502.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

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

              Monday, May 2, 2005, Vol. 6, Issue 85

                            Headlines


A R G E N T I N A

ACINDAR: Braces for Possible Gas Supply Shortage
BERSA: Banco Nacion Transfering Ownership Unit This Week
COMPANIA DE INVERSIONES: S&P Maintains 'raD' Ratings on Bonds
CRM: $150M of Bonds Maintain S&P Default Ratings
COMUNICACIONES TURISTICAS: Enters Bankruptcy on Court Orders

DISCO: Federal Judge Grants Partial OK for Cencosud Sale
HIDROELECTRICA EL CHOCON: $140M of Bonds Remains at 'BBB'
JORSIN S.R.L.: Liquidates Assets to Pay Debts
NETESPACIO S.A.: Court Rules Liquidation Required
RIMBOY S.A.: Opts for Voluntary Liquidation

TGN: Local Standard & Poor's Maintains `raD' Ratings on Bonds


B R A Z I L

CEMIG: UBS Group Ups Minority Stake to 6.68%
EMBRATEL: Updates Second Share Reoffering Results
GSI GROUP: Moody's Assigns B3 to Proposed Senior Notes
NET SERVICOS: Announces New Ticker at Bovespa
PRIDE INTERNATIONAL: Asset Sale Helps With 1Q05 $16M Net Income


C O L O M B I A

CODAD: S&P Affirms `BB' to $116M, 10.19% Notes Due 2011


M E X I C O

AHMSA: Offers to Pay Back Debt in Full
BALLY TOTAL: Names Jim McDonald as Chief Marketing Officer
CORPORACION DURANGO: Net Loss Drops in 1Q05, Outlook Improves
EMPRESAS ICA: Higher Sales Lead to Positive Results
GRUPO DESC: Ratings Reflect Tight Liquidity Says S&P

GRUPO TMM: Reports $1.2M Operating Income After Year-Ago Loss
LUZ Y FUERZA: Reports MXP718,681 Loss in 1Q05
TV AZTECA: CNBV Imposes $50,000 Penalty
TV AZTECA: Finance Ministry Blasts Allegations Against Gil


P E R U

PAN AMERICAN SILVER: Net Loss For 1Q05 Increases To $2.9M


P U E R T O   R I C O

R&G FINANCIAL: Scott + Scott, LLC Announces Class Action Lawsuit


V E N E Z U E L A

CANTV: Mobile, Broadband Segments Boost Revenue 16.3% in 1Q05
PDVSA: Converting Harvest Agreements Joint Ventures in 2Q05
PDVSA: Venezuelan Defense Head Accuses CIA of Economic Sabotage


     - - - - - - - - - -

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

ACINDAR: Braces for Possible Gas Supply Shortage
------------------------------------------------
Anticipating another round of gas shortages this year, steel
maker Acindar Industria Argentina de Aceros (Acindar) is
stocking up on various supplies in order to meet client needs,
reports Business News Americas.

"We have bigger stocks [of wires, rebar, nails and other
supplies for construction] than normal to face a possible gas
supply shortage," company spokesperson Gustavo Pittaluga said,
adding: "We think this year it is likely we will experience some
problems."

The Company is taking these measures after it suffered from gas
supply problems for most of 2004 due to low investment level
caused by government-imposed price freezes.

Acindar's plan, however, does not include introducing
contingency measures to replace fuel. The Company cannot
substitute fuel because it uses gas in the direct reduction
process and electric energy in the steel mill.

Controlled by Brazilian mining-metals company Belgo-Mineira,
Acindar is Argentina's largest long steel maker with a 53%
market share.

CONTACT: Acindar Industria Argentina de Aceros S.A.
         2739 Estanislao Zeballos Beccar
         Buenos Aires
         Argentina B1643AGY
         Phone: +54 11 4719 8500
         Fax: +54 11 4719 8501
         Web site: http://www.acindar.ar.com


BERSA: Banco Nacion Transfering Ownership Unit This Week
--------------------------------------------------------
Federal bank Banco Nacion will begin the process to sell off
Banco de Entre Rios (BERSA) on May 2 when it will issue the
bidding rules, Business News Americas reports, citing Banco
Nacion Chairperson Felisa Miceli.

Banco Nacion took over BERSA and two other Credit Agricole
units, Nuevo Banco Bisel and Banco Suquia, in 2002 after the
French banking giant left Argentina in the midst of the
country's economic and financial crisis.

The three were taken over by Banco Nacion for the purpose of
selling them back to the private sector at a later stage.

Last year, local bank Macro Bansud won the auction for Suquia
and now the time has come for BERSA to go under the hammer.

In preparation for the BERSA tender, Sedesa, a local institution
that manages a financial crisis reserve fund, has offered a
capital injection of ARS188 million ($1=ARS2.92), Troubled
Company Reporter - Latin America reported earlier.

Among tender conditions, the buyer must payback ARS18 million
that Banco Nacion put into BERSA. Other factors to be considered
from bidders will be the size of their proposed capital
injections, efforts to maintain the current bank staff for the
longest period possible, and the quality of the business plan.


COMPANIA DE INVERSIONES: S&P Maintains 'raD' Ratings on Bonds
-------------------------------------------------------------
Corporate bonds issued by Compania de Inversiones de Energia
S.A. were rated 'raD' by the Argentine branch of Standard &
Poor's International Ratings, Ltd., the National Securities
Commission of Argentina reveals on its web site.

The ratings were based on the Company's financial situation as
of December 31, 2004. The ratings agency added that the 'raD'
rating is issued to debts that are currently in default or whose
obligor has filed for bankruptcy.

The NSC described the affected bonds as "Obligaciones
Negociables autorizadas por AGE de Fecha 13.12.96", worth a
total of US$220 million. These bonds, which matured on April 22,
2002 were classified as "Simple Issue".


CRM: $150M of Bonds Maintain S&P Default Ratings
------------------------------------------------
Standard & Poor's International Ratings, Ltd. Sucursal Argentina
maintains an `raD' rating on corporate bonds issued by Compania
de Radiocomunicaciones Moviles S.A. CRM), according to data
released by the CNV on its Web site.

The bonds, worth US$150 million, were described as "Serie
emitida bajo el Programa de Ons por hasta U$S 350 millones,
vencido el 9-02-03" and classified under "Series and/or Class."
The bonds will mature on May 31, 2008.

The rating action was taken based on the Company's finances at
the end of December 31, 2004. Financial obligations, which carry
an 'raD' rating, are currently in default. The ratings agency
said that the same rating may be issued if interest or principal
payments are not made on the due even if the applicable grace
period has not expired.


COMUNICACIONES TURISTICAS: Enters Bankruptcy on Court Orders
------------------------------------------------------------
Comunicaciones Turisticas S.R.L. enters bankruptcy protection
after Court No. 2 of Buenos Aires' civil and commercial
tribunal, with the assistance of Clerk No. 2, 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. Carlos A. Vicente as
trustee. Mr. Vicente will be verifying creditors' proofs of
claims until the end of the verification phase on June 21.

Argentine bankruptcy law requires the trustee to provide the
court with individual reports on the forwarded claims and a
general report containing an audit of the company's accounting
and business records. The individual reports will be submitted
on June 21 followed by the general report that is due on October
13.

CONTACT: Comunicaciones Turisticas S.R.L.
         Reconquista 575
         Buenos Aires

         Mr. Carlos A. Vicente, Trustee
         Avda Corrientes 2166
         Buenos Aires


DISCO: Federal Judge Grants Partial OK for Cencosud Sale
--------------------------------------------------------
A federal judge in the Argentine province of Mendoza issued
Monday a ruling that partially reversed a recent decision to
block the sale of supermarket chain Disco to Chilean retailer
Cencosud, according to Dow Jones Newswires.

In its latest decision, the court authorized Cencosud and
Disco's owner, Dutch retailer Ahold, to "concrete the transfer
of shares under Cencosud's risk and responsibility until there
is definite resolution."

However, the court ordered Cencosud and Disco to keep operating
independently. The two companies have already been doing so.

Cencosud has already filed an appeal with the Argentine Supreme
Court to press for full authorization in the Supreme Court. No
date for a hearing has yet been set.

The Chilean outfit announced in November that it was paying
US$315 million to buy Disco from Ahold. However, the legal
battle has complicated the Chilean company's efforts to complete
the transaction.

Argentine antitrust authorities have yet to approve the
transaction with the regulatory agency saying it cannot complete
its analysis until the legal issues are resolved.

In March, Ahold said it received from escrow payment for 85% of
Disco's shares. The remaining 15% is still in escrow.

CONTACT: Ahold Corporate Communications
         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

         DISCO S.A.
         Larrea 847, Piso 1
         1117 Buenos Aires, Argentina
         Phone: +54-11-4964-8000
         Fax: +54-11-4964-8076
         Home Page: http://www.disco.com.ar


HIDROELECTRICA EL CHOCON: $140M of Bonds Remains at 'BBB'
---------------------------------------------------------
A total of US$140 million of corporate bonds issued by
Hidroelectrica El Chocon S.A. was rated 'BBB' by Evaluadora
Latinoamericana S.A. Calificadora de Riesgo.

The National Securities Commission of Argentina described the
bonds as "Obligaciones Negociables". The bonds, classified under
"Simple Issue", matured on February 19, 2004.


JORSIN S.R.L.: Liquidates Assets to Pay Debts
---------------------------------------------
Buenos Aires-based Jorsin S.R.L. will begin liquidating its
assets following the liquidation pronouncement issued by Court
No. 9 of the city's civil and commercial tribunal, reports
Infobae.

The ruling places the company under the supervision of court-
appointed trustee Pedro Luis Santamaria. Mr. Santamaria will
verify creditors' proofs of claims until June 14. The validated
claims will be presented in court as individual reports on
August 9.

The trustee will also submit a general report, containing a
summary of the company's financial status as well as relevant
events pertaining to the bankruptcy, on September 20.

The bankruptcy process will end with the sale of the company's
assets. Proceeds from the sale will be used to repay the
company's debts.

CONTACT: Jorsin S.R.L.
         Escalada 1360
         Buenos Aires

         Mr. Pedro Luis Santamaria, Trustee
         Lavalle 1430
         Buenos Aires


NETESPACIO S.A.: Court Rules Liquidation Required
-------------------------------------------------
Court No. 21 of Buenos Aires' civil and commercial tribunal
ordered the liquidation of Netespacio S.A. after the company
defaulted on its debt obligations, Infobae reveals. The
liquidation pronouncement will effectively place the company's
affairs as well as its assets under the control of Mr. Leon
Sergio Fuks, the court-appointed trustee.

Mr. Fuks will verify creditors' proofs of claims until May 27.
The verified claims will serve as basis for the individual
reports to be submitted in court on July 11. The submission of
the general report follows on September 6.

The city's Clerk No. 41 assists the court on this case.

CONTACT: Netespacio S.A.
         Marcelo T de Alvear 777
         Buenos Aires

         Mr. Leon Sergio Fuks, Trustee
         Bouchard 644
         Buenos Aires


RIMBOY S.A.: Opts for Voluntary Liquidation
-------------------------------------------
Court No. 16 of Buenos Aires' civil and commercial tribunal is
currently studying the request for liquidation submitted by
local company Rimboy S.A., says Infobae. The report adds that
that the company filed for "Quiebra Decretada" following
cessation of debt payments.

The city's Clerk No. 16 assists the court on this case.

CONTACT: Rimboy S.A.
         Larraya 2280/2
         Buenos Aires


TGN: Local Standard & Poor's Maintains `raD' Ratings on Bonds
-------------------------------------------------------------
The Argentine arm of Standard and Poor's International Ratings,
Ltd. maintains an 'raD' rating on bonds issued by Transportadora
de Gas del Norte, according to the official web site of the
National Securities Commission of Argentina.

The rating, which is issued to obligations in default and based
on the Company's financial health as of the end of December 31,
2004 affects the following bonds:

- US$24 million worth of "Serie V, con vencimiento en junio de
2003, emitada bajo el programa Global de Ons simples (USD300
Mio) vencido en 03.99" that matured June 1, 2004 and classified
as "Simple Issue."

- US$60.5 million worth of "Serie Vi emitada bajo el Prorama
Global de Ons Simples por un monto de US$320 mm" coming due on
September 1, 2008, and classified under the type "Series and/or
Class."

- US$20 million worth of "Serie VII, con vencimiento en marzo de
2003, emitada bajo el Programa Global de Ons simples (US$300
Mio)," which came due on March 3, 2003 and classified under
"Simple Issue."

- US$20 million worth of "Serie I emitada bajo el Programa
Global de Ons Simples por un monto de US$320 million" coming due
on July 1, 2009 and classified under "Series and/or Class."

- US$154.5 million worth of "Serie II emitada bajo el programa
Global de Ons Simples por un monto de US$320 million" coming due
on August 1, 2008 and classified under "Series and/or Class."

- US$10.7 million worth of "Serie III emitada bajo el programa
Global de Ons Simples por un monto de US$320 million" coming due
on July 1, 2009 and classified under "Series and/or Class."

- US$50 million worth of "Serie III, con vencimiento en octubre
de 2004, emitada bajo el Programa Global de Obligaciones simples
(USD 300 Mio) vencido en 03.99", coming due this October 1, 2004
and classified under "Simple Issue."

- US$9.3 million worth of "Serie IV emitada bajo el Programa
Global de Ons Simples por un monto de US$320 mm" due on July 1,
2009 and classified under "Series and/or Class."

- US$46 million worth of "Serie IV, con vencimiento en junio de
2002, emitida bajo el Programa Global de ONs simples (USD 300
Mio) vencido en 03.99" which came due on June 3, 2002 and
classified under "Simple Issue."

CONTACT: Transportadora De Gas Del Norte (TGN)
         Don Bosco 3672, (C120ABF)
         Buenos Aires, Argentina
         Phone: (+54 11) 4959-2000
         Fax: (+54 11) 4959-2242

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


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

CEMIG: UBS Group Ups Minority Stake to 6.68%
--------------------------------------------
Cemig (Companhia Energetica de Minas Gerais), a listed company
holding public service concessions, with share securities traded
on the stock exchanges of New York, Madrid and Sao Paulo, hereby
informs the public, in accordance with its commitment to
implement best corporate governance practices, and with
Instructions 358 and 359 of the Brazilian CVM (of 3 January 2002
and 22 January 2002 respectively), as follows:

(i) On 12 April 2005 the aggregate proprietary position of the
UBS Group in preferred shares of Cemig, through transactions on
securities exchanges and ADRs (American Depositary Receipts),
was increased to 6,098,366,579 preferred shares, representing
6.68% of the company's total preferred shares.

(ii) The UBS Group is a global conglomerate made up of companies
located in various countries, and has discretionary power to act
on behalf of some of its clients.

(iii) This acquisition is a minority investment which does not
alter the composition of the control or the management structure
of Cemig.

CONTACT: Companhia Energetica de Minas Gerais (CEMIG)
         Av.Barbacena, 1200
         Santo Agostinho - CEP 30190-131
         Belo Horizonte - MG - Brasil
         Fax (0XX31)299-4691
         Phone: (0XX31)3299-4524


EMBRATEL: Updates Second Share Reoffering Results
-------------------------------------------------
Embratel Participacoes S.A. announced Thursday, based on
information provided by Banco Itau S.A., the registrar for the
Company's shares, the number of new Embrapar common shares (ON),
preferred shares (PN) and American Depositary Shares (ADSs),
subscribed for in the Brazilian and U.S. markets, respectively,
during the second reoffering round of unsubscribed shares that
began on April 25, 2005 and ended on April 27, 2005, in
connection with Embrapar's capital increase by private
subscription of shares approved by Embrapar's Board of Directors
on February 3, 2005 and rectified and ratified on February 23,
2005, and the number of remaining unsubscribed shares to be
available for subscription in a public auction that will be held
at the Sao Paulo Stock Exchange (BOVESPA) on May 3, 2005.

The financial amount subscribed to date was of approximately
R$1,822.5 million. Based on the second round, the controlling
shareholder stake increased to 95.14% of the common shares,
45.39% of the preferred shares and 63.90% of the total capital.

As the amount of shares unsubscribed were lower 5% of the total
offered, the Company will offer the remaining unsubscribed
shares in a special public auction at the Sao Paulo Stock
Exchange, through the exchange's Megabolsa electronic system, on
May 3, 2005, from 1:05 p.m. to 1:20 p.m. Sao Paulo time, at the
minimum subscription price of R$4.30 for 1,000 shares.

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

To view subscription process results:
http://bankrupt.com/misc/Embratel.htm

CONTACT: Ms. Silvia M.R. Pereira
         Investor Relations
         Phone: (55 21) 2121-9662
         Fax: (55 21) 2121-6388
         E-mail: silvia.pereira@embratel.com.br
                 invest@embratel.com.br


GSI GROUP: Moody's Assigns B3 to Proposed Senior Notes
------------------------------------------------------
Moody's Investors Service has assigned a B3 rating to the
proposed senior notes of The GSI Group, Inc. ("GSI"), which will
be used to refinance existing indebtedness in connection with
the company's pending acquisition by GSI Holdings Corp. (an
affiliate of Charlesbank Capital Partners, LLC). In addition,
Moody's has affirmed GSI's existing ratings, including its B2
senior implied rating, and assigned a speculative grade
liquidity rating of SGL-2. Approximately $125 Million of rated
debt is affected.

The assignment and affirmation of the long-term ratings reflects
the leverage neutral nature of the proposed buyout given the
meaningful equity contribution by Charlesbank and management.
Further, the rating action recognizes the company's leading
market positions, strong recent performance, and favorable near
and long-term business drivers. The ratings also reflect the
substantial transitional risks as the company moves away from
its entrepreneurial ownership, as well as the ongoing volatility
concerns that exist in the agricultural equipment industry. The
rating outlook is stable.

The following ratings were assigned:

$125 million senior notes due 2013, at B3;

Speculative grade liquidity rating, at SGL-2.

The following ratings were affirmed:

Senior implied, at B2;

$100 million senior subordinated notes, at Caa1;

Senior unsecured issuer rating, at B3.

Proceeds from the proposed notes issuance will be used along
with $15 million in revolver borrowings (under a $60 million
asset-based facility) and $56 million in equity contributions to
fund the purchase of GSI from its founder (Craig Sloan) and the
refinancing of existing indebtedness, plus related transaction
expenses and fees. The transactions value GSI at approximately
$197 million, or 6x fiscal 2004 (December 2004) adjusted EBITDA
of $34 million, but result in substantially flat debt levels at
around $140 million (or 4.2x EBITDA). Moody's will withdraw the
Caa1 rating on GSI's $100 million senior subordinated notes upon
their repayment with the closing of the proposed transactions.

The affirmation of the long-term ratings with a stable outlook
reflects the leverage neutral nature of the proposed transaction
and the company's leading market positions. GSI is the largest
manufacturer of grain and swine equipment and the second largest
maker of poultry equipment. Despite its numerous competitors,
the company's broad platform, its reputation for innovation and
quality, and its long-standing relationships with over 2,500
independent dealers provide significant brand loyalty and
support to these positions over time. GSI's ratings also benefit
from long-term demand drivers in the industry, including the
conversion of U.S. farmland from soybean crops to higher-
yielding corn crops (that also require drying equipment), which
in turn is fueled by growth in ethanol usage. Further, GSI's
international growth prospects remain strong due to its leading
brands and increasing demand for modern, efficient equipment.

Lastly, the ratings are supported by GSI's strong operating
momentum. During the past year, GSI has grown sales by over 20%
on the strength of a recovery in farm income and commodity
prices. The company has also gained market share with new
product introductions and has increased sales in key
international markets, such as Brazil. Despite higher input
prices on raw materials, GSI's profits have improved from the
leveraging of higher sales volumes over its fixed cost base,
with EBITDA growing from $19 million (8% of sales) to around $34
million (12%). The current operating environment should favor
continued growth through fiscal 2005 that, combined with modest
capital expenditure and cash tax requirements, should enable
substantial leverage reduction by year-end.

Notwithstanding these credit strengths, GSI's ratings remain
constrained by its high leverage and modest scale in an industry
that is subject to material volatility due to cyclical, weather-
related, and regulatory/event-driven risks. In fact, prior to
fiscal 2004, the company experienced material operating
pressures from 2000-2003 (a period of depressed farm incomes),
with EBITDA falling from $28 million to $19 million. In
addition, ongoing consolidation within the farming and
agricultural industry is likely to result in long-term margin
pressure, as these customers are more price sensitive, more
efficient operators, and less brand loyal. Moody's also notes
the significant transitional risks to which GSI is exposed as it
moves from an entrepreneurial ownership, which may result in
higher than expected costs and unforeseen charges. In this
regard, Moody's considered the uncertainties related to the CEO
position (which is currently staffed on an interim basis), the
execution of cost efficiency programs, and the weak internal
controls environment for GSI, as evidenced by numerous
adjustments and restatements the company has taken and by its
commentary on this issue in its public filings and offering
memorandum.

Given the company's limited scale, significant transitional
challenges, and the volatility exposure due to exogenous
threats, Moody's views ratings upgrades as unlikely over the
coming twelve-to-eighteen month period. Longer-term upward
rating pressures could be possible with a successful
management/ownership transition and the successful
implementation of new operating strategies, particularly if GSI
builds cash balances to provide financial flexibility or uses
cash flows for acquisitions that broaden its product offerings,
while maintaining debt-to-EBITDA below 3.0x. Conversely, a
rating downgrade would be likely if cyclical, transitional, or
competitive challenges result in negative free cash flow, debt-
to-EBITDA over 5.5x, or restrained access to borrowing lines.

GSI's speculative grade liquidity rating of SGL-2 reflects the
company's good liquidity profile through the June 2006 quarter.
This view is supported by favorable near-term industry
conditions and GSI's strong operating momentum, with run-rate
EBITDA of $34 million comfortably covering projected interest
expense (around $13 million) and capex (around $6 million).
Further, Moody's notes the cash flow benefits of minimal cash
tax requirements (due to tax shields created by the transaction)
and limited near term debt maturities. Support for the SGL-2
rating also stems from the ample size of GSI's $60 million
revolving credit facility, and the modest financial maintenance
covenants in the credit agreement. Notwithstanding borrowing
base limitations, Moody's expects availability to be well in
excess of $20 million during all periods through June 2006.
During this time Moody's also anticipates an EBITDA cushion of
at least 40% relative to GSI's sole covenant under the credit
agreement, minimum fixed charge coverage of 1.0x, and notes that
this covenant only tests if availability falls below $7.5
million.

The significant seasonality and volatility that are inherent in
GSI's business result in substantial reliance on the facility,
limit upward pressure on the SGL rating, and could cause
downward rating pressure if the aforementioned favorable
operating environment changes. Additional SGL rating restraints
are also present in GSI's limited cash balances and its modest
alternative liquidity sources, with the vast majority of its
assets pledged to the credit facility or in restricted
subsidiaries.

The B3 rating on the proposed senior notes reflects the
effective subordination of the notes to a potentially large
amount of secured indebtedness. In this regard Moody's notes
GSI's expected usage of the secured credit facility for seasonal
needs, and the potential for even greater secured borrowings
during cyclical downturns or for acquisitions. GSI can increase
the facility size to $75 million at its discretion. The notes
will be guaranteed by GSI Holdings Corp. and by future domestic
subsidiaries. The indenture governing the notes is expected to
contain customary terms and limitations, including restrictions
on additional indebtedness, dividends, investments, affiliate
transactions, liens, asset sales, and mergers and acquisitions.

The GSI Group, Inc. is headquartered in Assumption, Illinois and
is a leading manufacturer and supplier of agricultural
equipment. The company's products are sold in the grain (62% of
sales), swine (16%), and poultry (22%) markets through a long-
standing network of 2,500 independent dealers in around 75
countries. The company's main brands are GSI, DMC, FFI,
Zimmerman, AP and Cumberland. For the fiscal year ended December
31, 2004, sales were approximately $288 million, with
international sales representing around one-third of the volume.


NET SERVICOS: Announces New Ticker at Bovespa
---------------------------------------------
Net Servicos de Comunicacao S.A. (Bovespa: PLIM4 PLIM3)
(Latibex: XNET), the largest Pay-TV multi-service operator in
Latin America and an important provider of bi-directional
broadband Internet access, publicly announces that as of May 2,
2005, the shares issued by NET will be listed on the Sao Paulo
Stock Exchange (Bovespa) under a new ticker, which will be
changed from the current "PLIM" to "NETC." This change aims to
associate the ticker with the Company's name, making
identification of the shares easier and not requiring any
measures from its shareholders.

CONTACT: Net Servicos de Comunicacao S.A.
         Investors, Marcio Minoru or Sandro Pina
         Tel: +011-55-11-5186-2811
         E-mail: ri@netservicos.com.br
         Web site: http://www.mz-
ir.com/http://nettv.globo.com/NETServ/us/empr/sobr_visao.jsp


PRIDE INTERNATIONAL: Asset Sale Helps With 1Q05 $16M Net Income
---------------------------------------------------------------
Pride International, Inc. reported net earnings and income from
continuing operations for the first quarter of 2005 of
$16,323,000 ($.11 per diluted share) on revenues of
$467,509,000. For the same period in 2004, Pride reported a net
loss of $5,900,000 ($.04 per diluted share) and income from
continuing operations of $4,660,000 ($.03 per diluted share) on
revenues of $403,675,000.

Results for the first quarter of 2005 included a gain on sale of
assets, net of tax, of $3,626,000 and non-cash charges of
$707,000, net of tax, related to the early retirement of debt.
These items collectively increased diluted earnings per share by
$.01.

Operations

Demand for the Company's drilling rigs continued to improve
during the first quarter of 2005, as consolidated operating
income (excluding the effects of asset sales in both periods and
impairment charges in the earlier quarter) increased 19% over
the fourth quarter of 2004.

In the U.S. Gulf of Mexico segment, operating income (excluding
the 2004 impairment charges and gain from sale of assets) for
the quarter improved 24% over the fourth quarter of 2004 due to
improving dayrates and the operation of one additional jackup.
Average daily jackup revenues during the first quarter of 2005
increased to $38,200, up from $35,000 during the fourth quarter
of 2004 and $27,700 during the first quarter of 2004. Of the
Company's ten jackups located in the U.S. Gulf of Mexico, nine
are operating, and the remaining rig is contracted to begin work
during the second quarter of 2005.

The Company's Latin America Land segment increased operating
income (excluding the 2004 impairment charges) 62% sequentially
as a result of increased utilization and pricing driven by
strong demand throughout the region. Drilling and workover
activity in Argentina reached record levels during the quarter.
Operating income for the E&P Services segment increased 6% from
the fourth quarter of 2004, reflecting continued strong market
conditions.

For the Eastern Hemisphere segment, operating income (excluding
the effects of asset sales in both periods and impairment
charges in the earlier quarter) increased 11% from the fourth
quarter of 2004, driven partly by the return of the drillship
'Pride Africa' to service following planned shipyard maintenance
in the fourth quarter. Also, the previously idle semi
submersible 'Pride Venezuela' commenced operations in the first
quarter, and the deepwater semi submersible 'Pride South
Pacific' worked at a significantly higher dayrate.

The Western Hemisphere segment's operating income declined 16%
from the fourth quarter due to the redeployment of a jackup and
two semi submersibles to other business segments and reduced
profitability related to two managed jackups.

Asset Sales

In the first quarter of 2005, a foreign subsidiary of the
Company sold the Energy Explorer IV (Pride Ohio) and received
$40 million in cash. The Company used the proceeds from this
transaction to repay debt.

Also in the first quarter of 2005, the Company entered into
agreements to sell the tender-assisted barge rigs 'Piranha' and
'Ile de Sein', currently working in Southeast Asia. Pursuant to
these agreements, the sale of the 'Piranha' closed in April
2005, and the Company is working to complete the closing
conditions for the sale of the 'Ile de Sein', which is
anticipated to be completed late in the second quarter or early
third quarter of 2005. Total proceeds for the two rigs are
expected to be approximately $50 million in cash.

Debt Reduction

The Company reduced debt during the first quarter of 2005 by
approximately $84 million. In addition, on March 25, 2005 the
Company issued a call notice to redeem the remaining $298.6
million outstanding principal amount of its 2.5% Convertible
Senior Notes Due 2007. During the call period, which ended April
25, 2005, substantially all of the notes were converted into
approximately 18.1 million shares of common stock.

Since the beginning of 2004 through April 28, 2005, the Company
has reduced outstanding debt by approximately $700 million.

About Pride International

Pride International, Inc. (NYSE: PDE), headquartered in Houston,
Texas, is one of the world's largest drilling contractors. The
Company provides onshore and offshore drilling and related
services in more than 30 countries, operating a diverse fleet of
289 rigs, including two ultra-deepwater drillships, 12 semi
submersible rigs, 29 jackup rigs, and 19 tender-assisted, barge
and platform rigs, as well as 227 land rigs.

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

CONTACT: Mr. Robert E. Warren
         Mr. Steven D. Oldham
         Pride International, Inc.
         Phone: +1-713-789-1400



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

CODAD: S&P Affirms `BB' to $116M, 10.19% Notes Due 2011
-------------------------------------------------------
AFFIRMED RATING
- US$116 million 10.19% notes due 05/31/2011 BB/Stable

Rationale

The rating reflects the following risks:

- A continued shortfall in Compania De Desarrollo Aeropuerto
Eldorado S.A.'s (CODAD) revenues from aircraft landings relative
to original forecasts. Because of these deficits, CODAD has had
to rely on payments under the minimum revenue guarantee from the
Republic of Colombia's Unidad Administrativa Especial de la
Aeronautica Civil (AEROCIVIL; the operator of Colombian airports
and the nation's equivalent to the U.S. Federal Aviation
Administration) to service debt obligations in each six-month
period since the second runway opened.

- The fact that only 30% of the minimum revenue guarantee amount
is held in cash in a trust fund for noteholders. The fund is
only replenished annually while debt service is paid
semiannually, leading to some concern about the liquidity of the
obligated payments. Furthermore, the guarantee can be drawn on
for certain limited purposes other than debt service.

- Lower than originally expected aircraft landings, both
domestic and international.

- The nonrecourse nature of the debt to AEROCIVIL, the Republic
of Colombia, and CODAD'S owners.

Offsetting these risks are the following strengths:

- Construction risk has been eliminated by the second runway's
completion.

- A guarantee from AEROCIVIL provides CODAD a minimum level of
revenues if aircraft landings fall below a preset level. This
revenue floor is sufficient to cover annual debt service.

- The tariff design lessens inflation and currency risks. The
tariff structure also provides AEROCIVIL with rate-setting
flexibility and is designed to generate landing fees that cover
maintenance and debt-service costs.

- The airport's importance to the city of Bogot  and to Colombia
as the country's main aviation facility in terms of enplaned
domestic and international passenger traffic and flight
operations.

CODAD, a special-purpose corporation, was awarded a concession
contract by AEROCIVIL. CODAD collects all landing fees at the El
Dorado International Airport in Bogota through 2015. These fees,
as well as minimum revenue guarantee payments from AEROCIVIL,
secure the bonds.

CODAD's total aircraft landings in 2004 remained at the same
levels as 2003. However, international landings continue to
perform strongly, increasing close to 5% in 2004. International
landing fees are almost 6x higher than domestic landings fees.
On the other side, domestic aircraft landings continued the
trend of the past three years, decreasing by 2.3%.

The transaction's liquidity consists of an annually funded
account equal to 30% of the minimum revenue guarantee for that
year. As in other project finance deals, there are no bank lines
available. The minimum revenue guarantee utilization has been
increasing over the years.

As of Dec. 31, 2004, the total debt outstanding was US$92.2
million and the next debt-service payment is on May 31, 2005,
for US$4.93 million. Standard & Poor's expects El Dorado Airport
will continue to fully cover its payments and on time.

Outlook

The stable outlook reflects the outlook assigned to the Republic
of Colombia. The outlook also reflects the fact that CODAD
currently depends on the minimum revenue guarantee from
AEROCIVIL to service its debt. A downgrade could occur if
declines in landings continue. In addition, any rating action on
the Republic of Colombia could lead to the same rating action on
CODAD.

The Airport

The runway CODAD built is about 3,800 meters long and 45 meters
wide. This runway was completed and started operations in June
1998.

Ownership Structure

The concession's ownership, which was awarded in July 1995,
changed in February and October of 2000. The change is not
expected to affect CODAD's management or operations.
Nevertheless, Standard & Poor's believes that Ogden's and
Dragados' diminished participation is, on the whole, slightly
negative, as the new firm will not be able to call on the
considerable experience of Ogden and Dragados as readily in the
future.

AEROCIVIL

AEROCIVIL is the exclusive authority regulating the operation
and supervision of Colombia's 73 government-owned airports. Its
powers include administration of Colombian air space and the
implementation of the nation's aviation policies. Although
AEROCIVIL has some autonomy and a separate legal status from the
Ministry of Transportation, it is subject to close regulation
and supervision by the Colombian government. Colombia's
president appoints AEROCIVIL's director general, and it receives
annual appropriations from the national budget. The strong
connection between AEROCIVIL and the national government is a
credit strength. If the contract is terminated for any reason,
AEROCIVIL will make a termination payment to CODAD. As part of
the termination payment, an amount covering the outstanding debt
is included in the settlement formula.

The Concession Contract

The concession granted CODAD the right to collect commercial
aircraft landing fees generated at the airport from the time the
second runway became operational through the end of the contract
in 2015. The concession includes a guarantee from AEROCIVIL. The
guarantee actually takes the form of a minimum landing guarantee
(MLG), determined for both domestic and international arrivals
that, when multiplied by the set tariffs for each aircraft
class, results in a minimum revenue guarantee (MRG). The MRG is
denominated in dollars and Colombian pesos in the same
proportion in which landing tariffs are denominated and covers,
semiannually, any amount by which runway fees actually received
by CODAD fall short of the guaranteed minimum revenues set out
in CODAD's bid. The guaranteed amount is in all cases forecast
to be sufficient to cover debt service in each year. The
concession contract requires AEROCIVIL to put 30% of the yearly
MRG in a trust fund in cash, a set-aside that does not in any
way limit AEROCIVIL's obligation to pay the full amount when
due. However, the ease of gaining quick access to amounts in
excess of the 30% held as cash is a minor concern. Should actual
revenues from tariffs be lower than CODAD's minimum revenue bid,
the trust fund containing AEROCIVIL's guarantee makes payments
to CODAD by the amount necessary to make up the difference. The
trust fund may also be used for other purposes, such as covering
tariff modifications decreed by AEROCIVIL or income tax law
changes. To date, however, the trust fund has not been called
upon for these purposes in a meaningful way.

Operations

Airline activity at the airport has been lower than projected.
The disappointing results can be traced to Colombia's recession,
the deteriorating security situation, and the effects of the
Sept. 11, 2001 events. Total operations, both landings and take-
offs, steadily declined between 1998 and 2000. However, in 2001,
there was a 4.7% increase, attributable to the easing of
Colombia's recession. Despite this recovery, the Sept. 11 event
in 2001 negatively affected the whole airline industry, and El
Dorado's traffic was not an exception. In 2002 and 2003, total
operations declined by 4% and 5.9%, respectively; in 2004 total
operations remain at the same level of 153,000 take-offs and
landings.

Financial Operations

Debt-service coverage and the MLG

CODAD has drawn on the minimum guarantee from AEROCIVIL to
support operations and payment of debt service since the second
runway opened. The minimum guarantee covers all of CODAD's
maintenance, administrative costs, taxes, and debt service,
meaning that even with a steep decline in airplane landings at
the airport, CODAD could continue to maintain the runways and
pay debt service. Fees for international arrivals are higher
than those for domestic arrivals and, generally, international
flights are composed of larger aircraft than domestic flights,
which results in a higher tariff.

While the mechanism to pay CODAD under the MRG has worked well
so far, there can be no certainty that it will in the future. A
shortfall in minimum revenues larger than the 30% set aside
would require AEROCIVIL to make up the difference from its own
resources that might already be committed elsewhere. AEROCIVIL
could always apply to the central government for extra funds,
but this would require approval by the Congress and may not be
timely. Furthermore, although AEROCIVIL derives an important
component of its revenues from the Colombian government, which
enhances its ability to replenish the trust, the Colombian
government does not guarantee AEROCIVIL's obligation under the
concession contract. Nonetheless, the strategic importance of
the airport to the country makes it likely that the central
government will support AEROCIVIL financially if additional cash
is needed outside of the authorization cycle.

Because operations have been lower than projected, debt-service
coverage has been low. Whereas debt-service coverage was
originally projected to range between 1.5x and 2.8x from the
time the second runway went into operation until 2011, debt-
service coverage for normal operations ranged from 1.31x to
1.19x from 1999 to 2004.

Debt

CODAD's debt is denominated in U.S. dollars and is senior in
nature. Debt service will increase moderately, rising annually
by 6% to 7% until it begins to decline in 2007. The bonds will
be fully paid in 2011. Guaranteed minimum revenues, according to
the latest projections of inflation, cover debt service of
between 1.4x and 1.6x through 2007. As of Dec 31, 2004, the
outstanding debt was US$92.2 million.

The debt-security package

Noteholders have no recourse to CODAD's owners, AEROCIVIL, or
the Republic of Colombia. CODAD is the sole obligor on the
notes, and recourse is only to CODAD and the collateral
designated in the financing documents. The collateral includes:

- A trust securing CODAD's accounts receivables and CODAD's
rights and benefits under the minimum revenue guarantee,

- A conditional assignment of the project agreements to the
trustee, and

- A first-perfected interest in all cash and investment accounts
created under the trust indenture.

The funds needed to service debt will come primarily from the
tariffs payable by the airlines to CODAD. Funds are deposited
monthly into an irrevocable Colombian guarantee trust. From that
account, CODAD withdraws funds for next month's operation and
maintenance expenses. Next, the funds are sent to the offshore
trustee who is required to fill the debt payment account, the
debt-service reserve account, and the major maintenance account
before distributing the remainder, after meeting certain
conditions, to CODAD's owners.

Under the concession's terms, CODAD has the right to all fees
paid by airlines operating at the airport. The concession and
ancillary agreements--and the funds, accounts, and rights
thereunder--were entered into by AEROCIVIL and CODAD and
assigned by CODAD to a patrimonio autonĒmo, a trust-like entity
created under Colombian law. The patrimonio autonĒmo, in turn,
has assigned its rights in the concession to the offshore
trustee on behalf of the noteholders.

Standard & Poor's has received legal assurances that the
commercial security trust agreement by which the patrimonio
autonĒmo was constituted operates as an absolute assignment of
CODAD's right, title, and interest in the concession to the
patrimonio autonĒmo. Colombian counsel has advised that the
noteholders' interest in the assigned concession rights would
not be affected in the event of insolvency of either CODAD or
the trustee for the patrimonio autonĒmo. Accordingly, Standard &
Poor's has concluded that CODAD and its partners have been
effectively isolated from the cash flows of the transaction--the
landing fees paid directly by air carriers to the patrimonio
autonĒmo--and, even if CODAD were to experience insolvency, the
interests of the noteholders would be preserved.

CONTACT:  Primary Credit Analyst:
          Juan P Becerra, Mexico City
          Tel: (52) 55-5081-4416
          E-mail: juan_becerra@standardandpoors.com

          Secondary Credit Analyst:
          Manuel Martinez, Mexico City
          Tel: (52) 55-5081-4462
          E-mail: luis_martinez@standardandpoors.com



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

AHMSA: Offers to Pay Back Debt in Full
--------------------------------------
Steel maker Altos Hornos Mexicanos SA (AHMSA) announced Thursday
it has reached a preliminary debt agreement, under which it
would offer to pay back 100% of the debt at the exchange rate
when payment was suspended, reports Dow Jones Newswires.

The Monclova-based company has been in default on US$1.8 billion
in debt since April 1999 and has yet to resume payments after
reneging on a 2001 restructuring deal in order to seek better
terms.

Last year, the Company appointed the Vector brokerage to
represent it in debt talks.

AHMSA registered a net profit of MXN1.74 billion ($1=MXN11.1450)
in the first quarter of 2005 on sales of MXN5.81 billion.

CONTACT: AHMSA
         International Operations
         Prolongacion Juarez s/n
         Monclova, Coah., 25770
         Phone: + 52 (866) 649 34 00
         Fax: + 52 (866) 649 23 10
         E-mail: sales@ahmsa.com
         Web site: http://www.ahmsa.com.mx


BALLY TOTAL: Names Jim McDonald as Chief Marketing Officer
----------------------------------------------------------
Bally Total Fitness Holding Corporation (NYSE: BFT), North
America's leader in health and fitness products and services,
announced Thursday that Jim McDonald, a 28-year brand, marketing
and advertising veteran, has been appointed Chief Marketing
Officer.

"This is a critical role in the transformation of our company
and our brand," said Paul Toback, Chairman and Chief Executive
Officer of Bally Total Fitness. "Jim brings a high level of
professionalism and a directly relevant skill set built from
working with some of the biggest brands in the world to help us
achieve our goals. He joins us at an exciting time in our
development and I am confident he will be an integral part of
our success."

McDonald, a multi-unit retail specialist, comes to Bally Total
Fitness from RadioShack, where he most recently served as Chief
Brand Officer and Chief Marketing Officer. He was intensely
involved in the Company's store concept development, new product
think tank, sales associate training as well as in developing a
consumer-centric "total customer experience" within RadioShack's
7,000 retail stores and Internet offerings. Additionally,
McDonald developed several memorable advertising campaigns
including the "You've Got Questions, We've Got Answers" tagline
based on extensive market research.

Prior to joining RadioShack, McDonald was Senior Vice President
of Young & Rubicam's The Lord Group, where he was RadioShack's
Account Director and was involved in the initial brand
repositioning.

Over his career, McDonald has worked on many major brands,
including Pizza Hut, Ford, Lincoln-Mercury, Chevron, The Westin
Hotels, Gulf, IBM, Stouffer's, Wurlitzer, Compaq, RCA, Sprint
and MSN. He previously headed up the advertising account for
Chevron and its over 13,000 retail gasoline, food mart and car
care outlets. "The Simply Smarter," Techron additives-focused
advertising for Chevron is still recognized as some of the best
work in the gasoline category.

Mr. McDonald replaces Martin Pazzani, who left the company at
the end of 2004.

Commenting on his appointment, Jim McDonald said, "I am very
excited to join Paul and his team and am committed to growing
the brand in tandem with the rejuvenation of the company's
business strategy. There is a lot to look forward to at Bally
Total Fitness and I'm pleased to have the opportunity to be part
of turning around this great brand."

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: Mr. Matt Messinger
         Bally Total Fitness Holding Corporation
         Phone: 773-864-6850


CORPORACION DURANGO: Net Loss Drops in 1Q05, Outlook Improves
-------------------------------------------------------------
Corporacion Durango, S.A. de C.V., ( BMV: CODUSA) (Durango or
the Company), the largest integrated paper producer in Mexico,
announced its unaudited consolidated results for the first
quarter of 2005. All figures were prepared in accordance with
Mexican generally accepted accounting principles and are stated
in constant Mexican pesos as of the end of each period and
converted into U.S. dollars using the exchange rate at the end
of each period. All comparative figures for the first quarter
2005 and 2004 were prepared on a pro-forma basis after excluding
the results of the Paneles Ponderosa division, the operations of
which were discontinued.

HIGHLIGHTS

* Shipments remained constant in 1Q05 vs. 1Q04
* Improved product mix
* Total sales price 18% greater in 1Q05 than in 1Q04
* Increase in net sales of 18% in 1Q05 vs. 1Q04
* Increase in cost below industry average
* Unit production cost increase of 15% in 1Q05 vs. 1Q04
* Increase of EBITDA of 46% in 1Q05 vs. 1Q04
* Increase of EBIT of 117% in 1Q05 vs. 1Q04
* Successful building of new company fundamentals
* Financial cost reduction of 58%
* Financial restructuring completed
* Industry cost concern going forward

PERFORMANCE

Item                                    1Q05    1Q04    Var
Total Shipments (000 Short Tons)        317.4   316.9   0%
Pricing (US$/Short Ton)                 574     485     18%
Net Sales (US$Million)                  182.0   153.8   18%
Unit Cost (US$/Short Ton)               496     430     15%
EBITDA (US$Million)                     22.6    15.4    46%
EBITDA Margin                           12%     10%     2%
US$Million

SHIPMENTS

The Company's total shipments and shipments in its industry
segments remained constant as compared with the first quarter of
2004.

Shipments  (000 Short tons)     1Q05    1Q04
Paper                           149.3   151.1
Packaging                       165.9   162.8
Other                           2.2     3.0
Total                           317.4   316.9

PRICE

The average sales prices increased by 18% to US$574 from US$485
in the first quarter of 2004 primarily as a result of a
strengthening of industry paper pricing. The average paper unit
price increased by 29% from the first quarter of 2004.

Prices   (US$/Short Ton)        1Q05    1Q04
Paper                           556     431
Packaging                       586     532
Other                           864     703
Total                           574     485

NET SALES

Total net sales grew by 18% to US$182.0 million from US$153.8
million in the first quarter of 2004 mainly due to increases in
paper sales prices.

Net Sales (US$ Million)         1Q05            1Q04
Paper                           83.0            65.1
Packaging                       97.2            86.6
Other                           1.9             2.1
Total                           182.0           153.8

Net sales from the paper segment increased by 27% to US$83.0
million from US$65.1 million in the first quarter of 2004, while
net sales from the packaging segment increased by 12% to US$97.2
million from US$86.6 million in the first quarter of 2004. The
average packaging unit price increased by 10% from the first
quarter of 2004.

PRODUCTION COST

The unit production cost increased by 15% from the first quarter
of 2004 primarily as a result of increases in the cost of energy
and raw materials.

Unit Cost  (US$/ Short Ton)     1Q05    1Q04
Total                           496     430

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES

Selling, general and administrative expenses increased by 8% to
US$13.2 million in the first quarter of 2005 from US$12.2
million in the first quarter of 2004.

EBITDA*

EBITDA* increased by 46% from the first quarter of 2004. EBITDA
as a percentage of net sales was 12% in the first quarter of
2005 compared to 10% in the first quarter of 2004.

EBITDA     (US$ Million)        1Q05    Margin  1Q04    Margin
Paper                           11.7    14%     2.2     3%
Packaging                       10.5    11%     12.9    15%
Other                           0.4     21%     0.3     15%
Total                           22.6    12%     15.4    10%

* EBITDA.- EBITDA means, for any period, the sum of the
following for the Company and its Subsidiaries:

     a) operating income for such period;
     b) to the extent deducted in determining such operating
        income for such period, the sum of the following:
          i) depreciation,
         ii) amortization,
        iii) any non-cash charges other than any non-cash
charges
             that represent accruals of, or reserves for, cash
             disbursements to be made in any future accounting
             period,
         iv) the aggregate amount of all severance payments made
             in cash,
          v) taxes paid or payable, and
         vi) non-cash charges incurred in connection with
pension
             plans; and c) of the aggregate amount of interest
             income accrued during such period.

COMPREHENSIVE FINANCING COST

Our net comprehensive financing cost decreased from US$10.8
million in the first quarter of 2004 to US$9.4 million in the
first quarter of 2005. Our net comprehensive income can be
broken down as follows:

(1) Interest expense decreased by 55% to US$13.2 million from
US$29.2 million in the first quarter of 2004 due to lower debt
and average interest rates.

(2) Interest income increased by 150% to US$1.3 million from
US$0.5 million in the first quarter of 2004, due to the average
interest payable on our increased cash investments.

(3) Foreign exchange results declined from a gain of US$5.7
million in the first quarter of 2004 to a loss of US$2.3 million
in the first quarter of 2005, as a result of a depreciation of
the peso against the dollar.

(4) Gain from monetary position decreased to US$4.9 million from
US$12.2 million in the first quarter of 2004 as a result of a
lower debt in the first quarter of 2005 compared to the same
period in 2004.

PROVISIONS FOR EMPLOYEE PROFIT SHARING AND INCOME
AND ASSET TAXES NET OF TAX LOSS CARRY FORWARDS

Provisions for employee profit sharing and income and asset
taxes, net of tax loss carry forwards, decreased to a loss of
US$7.6 million from a gain of US$20.9 million in the first
quarter of 2004 mainly as a result of deferred tax benefit.

NET INCOME

Net income increased from a net loss of US$64.0 million in the
first quarter of 2004 to a net loss of US$9.9 million in the
first quarter of 2005.

FINANCIAL RESTRUCTURING CONSUMMATED

On February 23, 2005 the Company consummated its financial
restructuring. The Company's unsecured bank creditors amended
and restated their existing loans as Series A Loans in an
aggregate principal amount of approximately $116.1 million. The
holders of the Company's other unsecured indebtedness, including
the Company's 12 5/8% Senior Notes due 2003, 13 1/8% Senior
Notes due 2006, 13 1/2% Senior Notes due 2008 and 13 3/4% Senior
Notes due 2009, received Series B Notes issued in an aggregate
principal amount of approximately $433.8 million in exchange for
their debt. In addition, all such creditors received the
Company's series B shares, constituting an aggregate of 17% of
the Company's capital stock on a fully diluted basis.

The Series A Loans will bear interest at LIBOR plus 2.75% per
annum, payable quarterly, and will mature on December 31, 2012.
Principal under the Series A Loans will be amortized based on
the following schedule: 5.0% in 2005; 12.0% in 2006; 12.0% in
2007; 12.0% in 2008; 12.0% in 2009; 13.0% in 2010; 20.0% in 2011
and 14.0% in 2012.

The Series B Notes will bear interest at the rate of 7.50% per
annum until December 31, 2005, 8.50% per annum from January 1,
2006 through December 31, 2006, and 9.50% per annum thereafter
until maturity on December 31, 2012. Interest on the Series B
Notes will be payable quarterly.

The Series A Loans and Series B Notes are guaranteed by certain
of the Company's subsidiaries, and be secured ratably by the
real estate and other fixed assets of the Company and certain of
the Company's Mexican subsidiaries and the common shares of two
of the Company's subsidiaries.

SERIES B SHARES ISSUED

The B series shares (or free subscription shares) have been
trading on the Mexican Stock Exchange (Bolsa Mexicana de
Valores) since March 7, 2005.

CEO's STATEMENT

Miguel Rincon, Corporacion Durango's Chairman and Chief
Executive Officer, commented: The results of this quarter
continue to reflect our product mix improvement and cost control
strategies that allow us to increase by 18% our price mix and
maintain our cost below the industry average of costs growth.
During the slowest seasonal quarter of the year, the volumes
mainly remained flat and results were affected by the higher
cost of energy and raw materials. Our results reflect the
successful building of the new company fundamentals.

We expect that our results will continue improving gradually in
the following quarters, Rincon concluded.

CONTACTS:  CORPORACION DURANGO, S.A. DE C.V.
           Mayela R. Velasco
           Tel: +52 (618) 829 1008
           E-mail: mrinconv@corpdgo.com.mx

           Miguel Antonio R.
           Tel: +52 (618) 829 1070
           E-mail: rinconma@corpdgo.com.mx

           THE GLOBAL CONSULTING GROUP
           Kevin Kirkeby
           Tel: (646) 284-9416
           E-mail: kkirkeby@hfgcg.com


EMPRESAS ICA: Higher Sales Lead to Positive Results
---------------------------------------------------
Empresas ICA, Mexico's biggest engineering and construction
company, reported a net profit of MXN67.5 million for the 1Q05,
reversing a net loss of MXN87.4 million for the 1Q04, on 53%
higher sales at MXN4.01 billion, reports Dow Jones Newswires.

In its earnings report, ICA revealed it clinched new deals and
contracts worth MXN2.09 billion during the quarter, bringing the
value of its total pending contracts to MXN19.96 billion, or the
equivalent of 17 months of sales.

It also said it unloaded US$31 million in assets during the
quarter, while paying about MXN200 million off its net debt to
end the period with MXN7.86 billion in financial obligations.

CONTACT:  Empresas ICA SA
          Ing. Alonso Quintana
          Tel: (5255) 5272-9991 x3653
          E-mail: alonso.quintana@ica.com.mx

          Lic. Paloma Grediaga
          Tel: (5255) 5272-9991 x3664
          E-mail: paloma.grediaga@ica.com.mx

          Zemi Communications (In the United States)
          Daniel Wilson
          Tel: (212) 689-9560
          E-mail: d.b.m.wilson@zemi.com


GRUPO DESC: Ratings Reflect Tight Liquidity Says S&P
----------------------------------------------------
ISSUER CREDIT RATING
  Corporate Credit Rating:  B+/Stable/--

Major Rating Factors

Strengths:
    * Favorable operating environment for chemical producers in
North America
    * Success of asset sale program.
    * Positive performance of food business.

Weaknesses:
    * Tight financial flexibility
    * Continued weakness of its auto parts business
    * Commodity price volatility

Rationale

The ratings on Desc S.A. de C.V. (Desc) are limited by its tight
financial flexibility due to its debt's terms and conditions,
significant debt maturities coming due in 2006, the continued
weakness of its auto parts business, and the inherent risks of
commodity price volatility across its core business lines. The
ratings are supported by the favorable operating environment for
chemical producers in North America and the success of the
company's asset sale program during 2004. The rating also
benefits from the positive performance of Desc's food business,
which is expected to build on the improvements made during the
last two years.

Desc is a diversified holding company and one of the largest
companies in Mexico. Its subsidiaries operate in the auto parts,
chemical, food, and real estate sectors. The company is
currently in the midst of an evaluation of its portfolio of
business. Standard & Poor's Ratings Services anticipates that
Desc will continue its asset sale program, particularly in the
auto parts and real estate business, in order to strengthen its
financial position and financial flexibility. A stronger balance
sheet could set the stage for a new business strategy aimed at
pursuing growth opportunities in Mexico's industrial sector;
nevertheless, in light of Desc's modest free operating cash flow
generation, no major investments are anticipated by Standard &
Poor's over the next two years, as they could compromise the
issuer's efforts to improve its financial flexibility and the
conditions required by its debt structure.

Desc's consolidated results during 2004 reflect the progress of
the company's efforts to improve its operating performance and
strengthen its financial position. Through the successful
completion of a capital increase of 2.7 billion pesos (about
$240 million) and other sources of liquidity, the company
reduced its total debt by $330 million during the year. The
aforementioned had a positive impact on Desc's key financial
ratios for 2004. During the period, the company posted EBITDA
interest coverage, total debt-to-EBITDA, and FFO-to-total debt
ratios of 2.4x, 3.5x, and 16.4%, respectively, which compare
favorably to the 2.1x, 5.3x, and 4.8% posted in 2003.
Nevertheless, weakness in the automotive sector results
continues to weigh on the company's operating and financial
performance, and the outlook, like that of other auto parts
producers in North America, remains challenging. The food sector
is expected to build on the improvement trend in place since
2003, and expectation for further positive performance also
reflects the continued growth in the packaged and prepared foods
business in Mexico.

The aforementioned, coupled with the positive environment for
the chemical industry in North America, should offset the
continued weakness in the company's auto parts business and
allow Desc to post sales and EBITDA close to the ones reported
for 2004, which along with planned asset sales of about $125
million (including real estate inventories) should allow the
company to continue to reduce its debt and improve its financial
performance. The sale of Velcon will reduce projected revenues
and EBITDA. However, proceeds are expected to be directed toward
debt reduction and therefore, by year-end 2005, Desc could post
EBITDA interest coverage, total debt-to-EBITDA, and FFO-to-total
debt ratios of about 3.0x, 3.0x, and 35%, respectively.
Nevertheless, weakness in the company's top line and asset sales
program, stemming from increased raw material prices in the
chemical and/or food business and/or real estate inventories
sales short of expectations, could prevent the expected
improvements in Desc's financial performance.

Liquidity

Desc's liquidity is tight. The company's liquidity is supported
by a $112 million facility to support its working capital
requirements and a comfortable debt maturity profile ($38
million) during 2005. Liquidity is also supported by the
continued success of the company's asset sale program, most
recently the sale of Velcon. Nevertheless, Desc's debt
maturities in 2006 are significant (about $145 million) and
compare unfavorably to the issuer's free operating cash flow
generation (expected to reach $20 million in 2005). Also, the
issuer's ability to tap new sources of liquidity is limited
given the heavy liens on the company's assets under its
syndicated facilities. The company is currently in compliance
with its financial covenants and covenant headroom should
improve as its debt reduction plans move forward.

Outlook

The stable outlook reflects Standard & Poor's expectations of a
moderate improvement in Desc's operating performance and debt
reduction through asset sales that should result in an improved
cash flow generation. The aforementioned, if coupled with an
improvement in the company's liquidity, particularly its debt
maturity schedule and a release of liens, could lead to a
positive rating action. Deterioration in the company's key
financial ratios (particularly if its EBITDA interest coverage
ratio moves below 2.0x and its total debt-to-EBITDA ratio
approaches 4.0x) and/or further weakness in the company's
liquidity would lead to a negative rating action.

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

          Secondary Credit Analyst:
          Manuel Guerena, Mexico City
          Tel: (52) 55-5081-4411
          E-mail: manuel_guerena@standardandpoors.com


GRUPO TMM: Reports $1.2M Operating Income After Year-Ago Loss
-------------------------------------------------------------
Grupo TMM, S.A. a Mexican multi-modal transportation and
logistics Company, reported earnings of $2.73 per share for the
first quarter of 2005, compared to a loss of $ 0.16 per share a
year ago.

TMM reported the following results for the first quarter:

- Revenue of $64.5 million, up 16.0 percent from $55.6 million
the previous year;

- Operating income of $1.2 million, up from a loss of $0.06
million a year ago;

- Operating margin of 1.8 percent, up 1.9 percentage points from
last year's (0.1) percent;

- Net income after discontinuing operations of $155.8 million,
up from a net loss after discontinuing operations of $9.1
million the previous year

TMM also reported a gain on the sale of its interest in Grupo
TFM to Kansas City Southern of $176.4 million net of income
taxes, improving its shareholder equity by $155.8 million. The
Company will also improve its financial performance with the
reduction of $140 million of financial obligations in mid-May,
resulting in lower interest costs of $14.9 million per year.

Jose F. Serrano, chairman and CEO of TMM, said, "Our focus over
the past several years has been to protect TMM and its
stakeholders from the impact of tough economic conditions and an
over-leveraged balance sheet. We have taken extraordinary
measures to reorganize TMM, including the restructuring of our
debt, reducing overhead and selling assets."

"With the completion of the sale of our interest in Grupo TFM to
Kansas City Southern, our entire focus will now be improving the
value of the Company for all stakeholders. We are committed to
doing what needs to be done to improve our operations, grow our
businesses and provide greater value for our investors. As we
discussed last quarter, we will continue to focus on reducing
overall debt while creating increased cash flow and strong
operations for the future of TMM. I believe that the ports,
tanker and logistics businesses can produce higher returns and
can give the Company solid earnings going forward. This is where
we are going to concentrate our efforts."

Javier Segovia, president of Grupo TMM, commented, "TMM's
balance sheet has improved dramatically through the monetization
of our interest in Grupo TFM, which will provide the Company
with greater flexibility to focus on opportunities to enhance
our operations. With the $200 million of cash proceeds from this
transaction, debt will be reduced by $140 million, and we have
additionally satisfied the GM Put option as well as outstanding
legal and investment banking fees. We are now implementing
alternative methods to grow existing TMM businesses and continue
to explore other options within our core activities, which will
expand our operations in order to exceed interest coverage
demands and generate strong operating profits.

"Our Ports, Logistics and Specialized Maritime operations,
supply chain logistics solutions, and information platforms
provide exceptional value to customers within and to and from
Mexico. At Specialized Maritime, we recently participated in and
won a bidding process for the short-term chartering of three
additional product tankers to Pemex, which will represent an
additional $3 million in EBITDA for 2005, and which reinforces
TMM's dominant position in the coastline distribution of Pemex
products. We are also expecting resolution on a bid for two
additional five-year charter contracts also for Pemex in the
next few days. If successful, we anticipate a significant
increase in this division's EBITDA. Pemex has indicated their
plans to renew their product tanker fleet through the bid of
long-term charters of Mexican flag vessels, and TMM plans to
participate in this process. Additionally, we are working to
extend our concession for tugboats with SMR for another 10 years
at Manzanillo. At Ports, we are exploring a variety of
opportunities to develop and expand our operations at the port
of Tuxpan. We will provide additional details on all of these
potential revenue streams as soon as they are available."

"Our goals for 2005," Segovia concluded, "are to shape our new
Company for today and tomorrow by managing our interest costs,
growing our operations in niches that are unique and profitable,
and improving operating profits in excess of our financial
obligations."

SEGMENT RESULTS

Specialized Maritime

In the first quarter, Specialized Maritime reported:

- Revenue of $29.9 million, up 4.9 percent from last year's
$28.5 million;

- Operating income of $3.1 million, down 1.3 percent from a year
ago;

- Operating margin of 10.3 percent, down 0.7 percentage points
from the previous year;

Revenues in the supply ship segment increased 1.0 percent and
gross profit increased 6.2 percent. Parcel tankers revenue
improved 1.3 percent, but gross profit in this segment was
impacted by higher fuel costs. Product tankers revenue improved
by 23.4 percent quarter over quarter.

Ports and Terminals

For the first quarter, Ports and Terminals reported:

- Revenue of $8.9 million, up 64.8 percent from last year's $5.4
million;

- Operating income of $0.9 million, up from a loss of $0.01
million a year ago;

- Operating margin of 9.7 percent, up from (0.2) percent the
previous year;

Total revenues at Acapulco increased by 101.0 percent, or $1.0
million, quarter over quarter, due mainly to an increase in
cruise ship calls and auto handling movements. Cruise ship
revenues increased 127.0 percent quarter over quarter, with 60
cruise ship calls handled during the first quarter of 2005
compared to 29 calls in the same period of 2004. Acapulco
quarter-over-quarter automobile handling revenues improved 36.5
percent. At TMM's shipping agencies, revenues increased from
$0.4 million to $2.3 million, primarily due to greater ship call
activity at major ports in Mexico. Additionally, the Company has
now begun shipping agency operations at Cozumel and Progreso.

Logistics

In the first quarter, Logistics reported:

- Revenue of $25.8 million, up 16.7 percent from last year's
$22.1 million;

- Operating income of $1.3 million, similar to a year ago;

- Operating margin of 5.1 percent, down from 5.9 percent the
previous year;

The logistics division continues to demonstrate program
improvements. The Ford Motor Company contract continues to
expand, impacting first-quarter costs but allowing for greater
revenue expansion and improved operating margins during the
remainder of the year. In the dedicated trucking operations, the
Company has increased its truck fleet with 55 new over-the-road
tractors from Freightliner. This new equipment will
substantially improve operating efficiency and reduce
maintenance costs. In the yard and terminal management portion
of the business, the group has initiated the operation of a
warehouse in Monterrey for crossdocking services for Jumex and
other customers. The division's container repair and maintenance
business has moved to a new container repair facility in
Ensenada, Mexico, doubling its capacity, as port activity
continues to expand as more ocean carriers move operations to
that site. TMM is currently involved in negotiating an extension
of the Volkswagen contract for management of the finished
vehicles yard in Puebla. As these negotiations continue, the
Company believes that the Volkswagen relationship will be as
comprehensive as its current contract with Ford Motor Company.

SALE OF TFM

On April 1, 2005, Grupo TMM closed the sale of its interest in
Grupo TFM to Kansas City Southern (KCS). The consideration
received by TMM totaled approximately $600 million, which
included $200 million in cash, $47 million in a two-year, five
percent KCS promissory note and 18 million shares of KCS common
stock, valued at approximately $353 million. An additional $110
million in a combination of cash, notes and stock will be paid
by KCS upon completion of a settlement involving the VAT and Put
lawsuits with the Mexican government. As all conditions for the
closing of the sale transaction were present at the end of the
first quarter, the sale was deemed effective as of March 31.

DEBT REDUCTION

The $200 million in cash proceeds from the sale of the Company's
interest in Grupo TFM were used to pay down the following
obligations: 1) approximately $70.5 million in principal and
accrued interest of TMM's securitization program; 2)
approximately $34.0 million to satisfy the GM Put Option and
applicable taxes and related expenses; 3) approximately $70.0
million that will be used to pay down TMM's Senior Secured Notes
due 2007 on a pro rata basis on May 13, which will consist of
approximately $68.0 million in principal amount and $2.0 million
in accrued interest; and 4) approximately $25.5 million in
related fees and expenses, which consisted of approximately $11
million in legal fees related to the VAT/Put settlement, $10
million in investment banking fees and $4.5 million in other
legal fees and general expenses. The remaining outstanding
Secured Notes due 2007 after May 13 will be approximately $465
million.

STATUS OF VALUE ADDED TAX (VAT) LAWSUIT AND MEXICAN GOVERNMENT
PUT

TMM and KCS have jointly prepared a proposal for settlement of
the pending VAT claim and the Put and have submitted the
proposal to the Mexican government for review and acceptance.
The proposal contemplates, in general terms, that Grupo TFM will
acquire the 20 percent of shares of TFM subject to the put
option held by the Mexican Government (the "Put") on a basis
that effectively offsets the VAT claim and Put obligation,
ending all litigation on these issues. Once settled, the $110
million payment described above from KCS will be made to TMM. As
part of the closing of the TFM sale transaction, KCS has assumed
all responsibilities associated with the Put obligation.

TMM's management will discuss earnings and provide a corporate
update on Friday, April 29, 2005, at 11:00 a.m. Eastern Time. To
participate in the call, please dial 800-240-5318 (domestic) or
303-262-2193 (international) at least five minutes prior to the
start of the call. A simultaneous Webcast of the meeting will be
available at http://www.actioncast.acttel.com,Event ID: 28214.
The Company suggests that Internet participants access the site
at least five minutes prior to the start of the conference call
to download and install any software required to run the
presentation. A replay of the conference call will be available
through May 6 at 11:59 p.m. EDT, by dialing 800-405-2236 or 303-
590-3000, and entering conference ID 11027817. On the Internet a
replay will be available for 30 days at
http://www.actioncast.acttel.com,Event ID: 28214.

Headquartered in Mexico City, Grupo TMM  (NYSE:TMM)(BMV:TMM
A)("TMM"), is a Latin American multimodal transportation
Company. Through its branch offices and network of subsidiary
companies, TMM provides a dynamic combination of ocean and land
transportation services.

To view financial statements:
http://bankrupt.com/misc/tmm2.htm

CONTACT: Grupo TMM
         Mr. Juan Fernandez
         Phone: 011-525-55-629-8778
         E-mail: juan.fernandez@tmm.com.mx
                 or
         Mr. Brad Skinner
         Investor Relations
         Phone: 011-525-55-629-8725
                203-247-2420
         E-mail: brad.skinner@tmm.com.mx
                or
         Dresner Corporate Services
         Ms. Kristine Walczak
         investors, analysts, media
         Phone: 312-726-3600
         E-mail: kwalczak@dresnerco.com
                or
         PROA/StructurA
         Mr. Marco Provencio
         Phone: 011-525-55-629-8708
                011-525-55-442-4948
         E-mail: mp@proa.structura.com.mx

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


LUZ Y FUERZA: Reports MXP718,681 Loss in 1Q05
---------------------------------------------
Losses continue to mount at Luz y Fuerza del Centro (LFC) as the
Mexican energy supplier ended another quarter in the red. Comtex
Global News reported Thursday that LyFC posted a loss of
MXP718,681.00 for the three-month period ended March 31, 2005.
The loss comes at the heels of a MXP464,430.00 full year loss in
2004.

The first quarter of 2005 also saw the Company adding another
MXP64,533,054 to its labor liabilities. The embattled energy
company continues to bleed cash despite access to government
subsidies to support its operations. In 1Q05, the Company
received a total of MXP5,980,027.00 in subsidies from the state.

In January, the Inter-Secretarial Spending omission and the
Treasury Secretariat (SHCP) ordered Luz y Fuerza to collect
overdue accounts with its large clients. LyFC's bad debts total
US$481 million, an amount almost equal to a quarter of its
yearly income.


TV AZTECA: CNBV Imposes $50,000 Penalty
---------------------------------------
TV Azteca, S.A. de C.V., one of the two largest producers of
Spanish-language television programming in the world, announced
Thursday that the Mexican Banking and Securities Commission
(CNBV) notified TV Azteca, Ricardo B. Salinas, Chairman of the
Board, and Pedro Padilla L., Board Member of the Company
concerning financial penalties being imposed in connection with
administrative procedures that were brought by the CNBV in late
January 2005 arising from alleged violations of the Mexican
Securities Law as a result of transactions that occurred in 2003
among Unefon, Nortel and Codisco.

TV Azteca notes that the sanctions are subject to appeal and
takes the position that they are not based upon a proper
interpretation of the Law, and TV Azteca plans to take
appropriate measures to appeal these sanctions. The aggregated
amount of the financial penalties equals approximately US$2.3
million, of which the CNBV intends to impose upon TV Azteca a
penalty equivalent to approximately US$50,000.

Company Profile

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

CONTACT: Investor Relations
         Mr. Bruno Rangel
         Phone: +011-52-55-3099-9167
         E-mail: jrangelk@tvazteca.com.mx

         Media Relations
         Mr. Tristan Canales
         Phone: +011-52-55-1720-5786
         E-mail: tcanales@tvazteca.com.mx

         Mr. Daniel McCosh
         Phone: +011-52-55-1720-0059
         E-mail: dmccosh@tvazteca.com.mx
         Web site: http://www.tvazteca.com.mx


TV AZTECA: Finance Ministry Blasts Allegations Against Gil
----------------------------------------------------------
The Finance Ministry dismissed Wednesday TV Azteca's allegations
that an official used threats to try to stop the network from
airing a critical program about Citigroup Inc. (C) and its 2001
acquisition of Mexico's Grupo Financiero Banamex. In a
statement, the ministry said the move to file charges against
Finance Minister Francisco Gil is an attempt to discredit the
government as it investigates Salinas and his associates in the
Unefon transaction.

On Tuesday, TV Azteca filed charges with the Federal Attorney
General's Office alleging that Gil called its head of
information and public affairs to his offices that day and
demanded that the program be stopped, or the ministry would
charge Salinas with securities law violations.

The broadcaster further alleged that Gil also demanded that TV
Azteca pay fines related to the Unefon transactions, stop trying
to discredit banks and authorities, and that it drop court stays
against regulators' demands for information.

The Finance Ministry denied the accusations and said in its
statement that Salinas has "obstructed" the government's
investigation by using "judicial maneuvers to postpone"
providing required information.



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

PAN AMERICAN SILVER: Net Loss For 1Q05 Increases To $2.9M
---------------------------------------------------------

    FIRST QUARTER HIGHLIGHTS
    ------------------------
    -   Silver production increased 27% over first quarter 2004
        to 3.0 million ounces.
    -   Cash flow from operations was $2.7 million vs. $(0.3)
        million in 2004.
    -   Cash production costs increased to $4.50/oz.
    -   Consolidated revenue of $27.1 million increased 79% over
        the first quarter of 2004. The net loss for the quarter
        was $2.9 million ($0.4 million in 2004) due primarily to
        increased spending on the Manantial Espejo project,
        reduced realized revenues due to base metal hedges and
        higher production costs.
    -   Commenced development of the Alamo Dorado silver mine in
        Mexico.
    -   Became the only silver producer on the XAU, the Gold and
        Silver Index.
    -   Launched a line of bullion products to provide investors
        with easier access to physical silver.

    FINANCIAL RESULTS
    -----------------

Pan American Silver Corp.'s (NASDAQ: PAAS; TSX: PAA)
consolidated revenue for the first quarter of 2005 was $27.1
million or 79% greater than in 2004 due to the addition of
production from the Morococha mine acquired in the third quarter
of 2004. Cash flow from operations totaled $2.7 million versus
$(0.3) million in 2004 due to increased silver and base metal
production and higher realized silver prices. Mine operating
earnings in the quarter decreased to $1.5 million from $1.8
million in the year-earlier period, due to increased
depreciation charges and increasing production costs at the
operations.

Cash production costs at all operations have been negatively
affected by increasing power, fuel and concentrate shipping
costs as well as the strengthening of local currencies against
the US dollar. Peruvian operations have also been affected by
increased timber costs due to local shortages, plus the
imposition of a 1% net smelter royalty on all production. These
factors contributed to a 19% increase in consolidated cash
costs, from $3.78/oz to $4.50/oz. Although this higher cost
structure is likely to continue to affect operations in the
short term, work is underway to increase efficiency and
productivity in the second quarter resulting in decreased unit
costs.

The net loss for the first quarter increased from $0.4 million
in 2004 to $2.9 million in 2005 after taking into account the
$2.0 million cost from zinc and lead hedges and $1.0 million in
increased exploration expense, primarily for the feasibility-
stage Manantial Espejo project in Argentina. Without these
items, Pan American would have realized a profit in the quarter.
In addition, Pan American became subject to income taxes in Peru
as of late 2004, resulting in an expense of $1.2 million for
income taxes and workers' profit participation during the first
quarter of this year. Exploration drilling will be focused on
Morococha, where the Company expects to expand reserves and
resources significantly.

Consolidated silver production for the first quarter totaled
2,995,702 ounces, a 27% increase over the first quarter of 2004.
The increase was due primarily to the addition of the Morococha
silver mine in Peru, acquired effective July 1 of 2004, and
increased production at the La Colorada mine in Mexico, offset
by lower production at Huaron and Quiruvilca. Zinc and copper
production also increased due to the contribution from
Morococha, while lead production decreased slightly over the
year-earlier period due to lower lead grades and recoveries at
Huaron and Quiruvilca.

Working capital at March 31, 2005, including cash and short-term
investments of $91.9 million, declined $8.3 million from
December 31, 2004 to $106.4 million, due primarily to capital
investments in the development of Alamo Dorado and capital
expenses at Huaron and La Colorada.

Geoff Burns, President and CEO of Pan American commented, "We
have definitely seen higher costs this quarter due to increased
energy costs, new taxes and local currency appreciation. Our
focus is on efficiency and productivity improvements to offset
the rise. We expect to see increased silver production and lower
unit costs in the second quarter, but the financial benefits of
those improvements will not be realized until the third quarter,
given the lag time for our concentrate sales. We still expect to
produce approximately 13.5 million ounces of silver this year at
a cost of $4.25/oz".

    OPERATIONS AND DEVELOPMENT HIGHLIGHTS
    -------------------------------------

    PERU

The Morococha mine produced 653,534 ounces of silver at a cash
cost of $3.72/oz. In 2005 the Company expects to invest
approximately $9.0 million in mill refurbishment, underground
development and mining equipment as part of a gradual expansion
to 3.9 million ounces of silver production annually. In
addition, 24,000 meters of drilling is being conducted this year
to exploit the property's immense mineral potential. Initial
results of the drilling completed to the end of the first
quarter are extremely encouraging.

The Quiruvilca mine produced 563,388 ounces of silver, a
decrease of 9% due primarily to lower silver grades. Cash costs
increased to $4.20/oz reflecting lower silver, zinc and lead
production. Production in the quarter was slowed by the required
maintenance of main haulage equipment for four weeks. The
equipment has since been returned to service and production and
costs are expected to return to forecast levels in the second
quarter.

Silver production at the Huaron mine in the first quarter of
2004 decreased 8% to 884,146 ounces due to lower grades and
recoveries. As a result, cash costs increased 16% to $4.74/oz.
The mine has accelerated development of new stopes to reach
better grade ore. Production is expected to increase starting in
the second quarter and the mine is still expected to produce 4.0
million ounces of silver this year.

The Silver Stockpile Operation sold 206,015 ounces of silver in
the first quarter, down 28% from 2004. Costs rose as a
reflection of the royalty now being paid to the Peruvian company
Volcan under the operation's purchase agreement.

MEXICO

Construction of the Alamo Dorado mine has commenced, with
commercial production of 5 million ounces of silver annually
expected to begin in late 2006. Capital costs for the project
will be $76.6 million, including working capital and a
contingency allowance. Pan American will fund the project from
its cash reserves. All necessary permits are in place, primary
equipment has been secured or identified and earth works will
begin in May. Alamo Dorado is expected to produce silver at a
cash cost of $3.25/oz or less for the next 8 years.

The La Colorada mine increased production to a record 688,619
ounces of silver in the first quarter, an increase of 39% over
the year-earlier period, due primarily to better silver grades
arising from the successful implementation of more selective
mining methods. Cash costs remained stable at $5.58/oz. With the
oxide mine now performing at capacity, the operation's ability
to increase production and reduce costs further is dependent on
the reactivation of sulphide production, which was stopped due
to excess water underground. Hydrological studies are underway
to assess the viability of resuming sulphide mining, but no
decision is expected until late in 2005.

ARGENTINA

Feasibility work continues on the 50% owned Manantial Espejo
silver-gold joint venture. An additional 7,900 meters of infill
and extension drilling were completed during the quarter and
incorporated into the block models required for open pit and
underground mine design. Water sources have been identified and
pump testing on the water wells is under way. The feasibility
study is expected to be completed later in 2005.

BOLIVIA

The resumption of mining at San Vicente has been delayed pending
conclusion of necessary agreements with state mining authority
Comibol, but production is expected to commence in May. San
Vicente is forecast to produce 700,000 ounces of silver to Pan
American's account at a cash cost of $2.23/oz.

SILVER MARKETS

The silver price opened the quarter at $6.77/oz and closed at
$7.19/oz with significant volatility. This volatility is
expected to continue in reaction to moves in the US dollar and
speculative interest. The annual world silver survey of supply
and demand statistics for 2004 will be published by the Silver
Institute on May 26 and a summary will be provided on Pan
American's website.

In April Pan American launched a new line of silver bullion
products for its shareholders and other silver investors in
order to provide easier access to physical silver and to help
stimulate demand. The products comprise .999 pure silver coins
and bars in one, five and ten ounce weights, featuring Pan
American's trademark "silver hammer" and using silver supplied
from Pan American's La Colorada mine in Mexico, one of the
world's purest silver mines. The Pan American silver products
will be minted at and exclusively available through Washington
State-based Northwest Territorial Mint, one of the largest
private mints in the United States. They will sell for $0.50 to
$0.70 per ounce above the spot price of silver on the date of
order, depending on volume. The coins and bars can be ordered by
calling the Northwest Territorial Mint at 1-800-344-6468 or at
www.silverPA.com.

To see financial statements:
http://bankrupt.com/misc/Pan_American_Silver.htm

CONTACT:  Brenda Radies, Vice-President, Corporate Relations
          Tel: (604) 806-3158
          URL: www.panamericansilver.com



=====================
P U E R T O   R I C O
=====================

R&G FINANCIAL: Scott + Scott, LLC Announces Class Action Lawsuit
----------------------------------------------------------------
Scott + Scott, LLC a law firm based in Connecticut with offices
in Chagrin Falls, Ohio and San Diego, California, filed a class
action in the United States District Court for the District of
New York on behalf of the purchasers of R&G Financial Corp
(NYSE: RGF; "R&G Financial" or the "Company") securities between
April 21, 2003 and April 26, 2005, inclusive (the "Class
Period"). The deadline for purchasers of the securities of R&G
Financial to move for lead plaintiff is June 27, 2005.

Plaintiff alleges that during the Class Period, R&G Financial
failed to disclose and misrepresented the following material
adverse facts which were known to Defendants or recklessly
disregarded by them:

   (1) that R&G Financial's earnings quality had been
       significantly weakened by the Company's use of overly
       aggressive assumptions to generate gain on sale income,
       as well as to boost the value it retained in its interest
       only ("IO") residuals in securitization transactions;

   (2) that R&G Financial's methodology used to calculate the
       fair value of its IO residual interests retained in
       securitization transactions was incorrect and caused the
       Company to overstate its financial results by at least
       $50 million;

   (3) that the Company's financial statements were not prepared
       in accordance with Generally Accepted Accounting
       Principles ("GAAP");

   (4) that the Company lacked adequate internal controls and
       was therefore unable to ascertain the true financial
       condition of the Company; and

   (5) that as a result, the value of the Company's net income
       and financial results were materially overstated during
       the Class Period.

On March 25, 2005, after the market closed, R&G Financial
announced that it would restate its financial results for fiscal
years 2003 and 2004. News of this shocked the market. Shares of
R&G Financial, on April 26, 2005, fell $8.14 per share, or 35.12
percent, to close at $15.04 on unusually heaving trading volume.
After the market closed on April 26, 2005, R&G Financial issued
a press release announcing that it was also now subject to an
informal SEC probe relating to its restatement announcement.

If you wish to discuss this action with an attorney or have any
questions concerning this notice, your rights or any matter
within our expertise, contact:

           Neil Rothstein of Scott + Scott
           (800-332-2259)
                     or
           David Scott
           (800-404-7770)

           108 Norwich Avenue
           Colchester, CT 06415
           Phone: 860/537-3818
           Fax: 860/537-4432.
           Web Site: http://www.scott-scott.com/



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

CANTV: Mobile, Broadband Segments Boost Revenue 16.3% in 1Q05
-------------------------------------------------------------
HIGHLIGHTS

- Total revenue and EBITDA grew 16.3% and 11.4%, respectively,
over first quarter 2004;
- Continued growth in fixed, mobile and broadband services
customer bases that respectively posted 10.1%, 14.8% and 92.3%
increases;
- 85 thousand first quarter mobile net additions increased our
mobile customer base to nearly 3.2 million subscribers;
- Strong ABA (ADSL) sales continued to increase our customer
base to 186 thousand subscribers, a 17.1% increase over fourth
quarter 2004 and a 112.6% increase over first quarter 2004;
- Consistent with our initiatives to match investments with
current market opportunities, CAPEX increased Bs. 52.9 billion
over first quarter 2004 thus decreasing Free Cash Flow;
- Significant Net Income growth to Bs. 287.5 billion from 48.8
billion on a year-over-year basis, driven by higher EBITDA,
lower depreciation expense and the one time gain on the sale of
a non core asset.

REVENUE ANALYSIS

(Historic and current revenue figures presented herein reflect
the new split described in the Initial Note above. As a result,
formerly Internet & Other revenue item is now part of Fixed and
Broadband lines.)

Operating revenue totaled Bs. 1,111.6 billion during the first
quarter of 2005 and reflects a Bs. 155.7 billion (16.3%)
increase over first quarter 2004.

The first quarter year-over-year revenue growth resulted from
42.3%, 30.5% and 1.6% increases in mobile, broadband and fixed
telephony revenue, respectively. As a percentage of total
revenue, first quarter mobile revenue increased from 28.6% to
35.0% as compared to first quarter 2004.

Customer base growth in all three segments contributed to
revenue growth. In the case of fixed service revenue, traffic
increases and an absence of real tariff increases were the other
primary
drivers of the net year-over-year revenue variance. Mobile
revenue growth was also driven by higher average revenue per
user as well as increased handset sales.

Internet revenue is now included in Fixed and Broadband revenue
depending whether it is provided with a dial-up access or an
ADSL (ABA) connection, respectively. In summary, Internet
subscribers grew 54.1% on a year-over-year basis from 254
thousand to 392 thousand, of which broadband (ADSL) related ones
went from being 34.4% of total Internet subscribers as of the
end of March 2004 to 47.5% as of the end of March 2005.

Fixed

Access Lines:

Resulting from the change explained in the initial note above,
fixed access lines do not include ADSL (ABA) lines and private
circuits. Historic figures have been adjusted accordingly.

Total lines in service increased 10.1% on a year-over-year basis
exceeding 2.9 million as of March 31, 2005, Almost 39 thousand
net additions were generated during the first quarter of this
year, marking the seventh consecutive quarter of subscriber
growth.

Access lines growth was driven by a 12.3% residential increase
and 3.5% increase in the non-residential and public telephony
segments.

Our fixed line prepaid product continues to drive our fixed line
growth with first quarter net additions of 55,341 lines. These
gains were partially offset by a 16,470 decline in postpaid
lines. Approximately 30% of the prepaid lines additions were
generated by the Company's fixed wireless telephony service,
"Cantv Listo", our primary initiative for capturing customers in
underserved areas. As of March 2005, the fixed wireless service
customer base totaled 26,443 customers, of which 20,931 were
prepaid. The increasing coverage of Cantv's mobile network opens
new growth opportunities for the fixed wireless service.

Local Service Revenue:

First quarter 2005 local service revenue of Bs. 224.3 billion
was Bs. 30.4 billion lower (11.9%) compared to the same period
in 2004.

Local service revenue continues to reflect the decrease in
residential tariffs in real terms. The failure by CONATEL to
approve residential tariff increases since 2003 has resulted in
15.6% and 10.0% year-over-year real term reductions in the
weighted average usage tariffs and monthly recurring charge
tariffs, respectively. This decline was partially offset by a
6.6% increase in local unbundled minutes. Public telephony
reflected a 17.2% increase in the revenue per minute rate, due
to improved billing on actual traffic.

The monthly recurring charges component of local service revenue
reflected a 12.3% drop compared to first quarter 2004. This
decline was driven by 8.1% and 15.1% weighted average rate
reductions in residential and non-residential postpaid tariffs
respectively, combined with a 3.3% decrease in residential
postpaid lines. Prepaid lines, towards which some of the
postpaid lines migrate, do not generate monthly recurring
charges. These declines were partially offset by a 2.6% increase
in non-residential postpaid lines. The 30.3% decrease in
installation revenue when compared to the first quarter of 2004
was primarily attributable to a decrease in installations and
real decline in the average installation price of 4.8%.

Local usage revenue decreased 9.7% due to a 15.6% decrease in
the weighted average tariff, partially offset by a 6.6% increase
in unbundled (billed) minutes.

Unbundled (billed) minutes increased 6.6% during first quarter
2005 when compared to the same period in 2004. As shown in
Figure 5, the respective 11.4% and 2.3% increases in residential
and non-residential traffic were partially offset by 10.7%
decrease in public telephony traffic. The 11.4% increase in
residential unbundled minutes is attributable to the 12.3%
increase in new lines.

Specifically, the residential traffic increase was driven by the
addition of prepaid subscribers with higher usage patterns, the
results of our dial-up Internet offer named "Cantv Familiar"
introduced in late May 2004, as well as our new residential
plan, "Habla por Llamadas", that includes 100 calls for a fixed
rate, regardless of call length. While total unbundled minutes
for the non-residential segment increased by 17 million due to
the subscriber increase, minutes of use per line declined 1.8%.

Domestic Long Distance Revenue:

Domestic Long Distance revenue increased Bs. 0.5 billion (0.7%)
as compared to the first quarter of 2004. This increase is
attributable to an increase in residential long distance
revenue, partially offset by declines in non-residential and
public telephony domestic long distance revenue, respectively.

Compared to the same period of 2004, first quarter 2005
residential DLD revenue grew 7.1% to Bs. 33.6 billion. The Bs.
2.2 billion increase in residential domestic long distance
revenue was driven by a Bs. 1.8 billion (13.5%) increase from
our bundled plans and a Bs. 0.4 billion (2.3%) increase from our
unbundled plans, primarily attributable to gains from our "Plan
Nacional 3000". Commercial success of this plan, launched in
July 2004, is reflected in a 165% subscriber growth during the
first quarter 2005.

The increase in revenue from the Company's DLD bundled plan
named "Noches y Fines de Semana Libres" resulted from a higher
weighted average real tariff partially offset by a 19.4% decline
in traffic.

Non-residential domestic long distance revenue declined Bs. 1.6
billion to Bs. 30.5 billion. The 5.0% decline was attributable
to a 16% reduction in weighted average tariff partially offset
by a 9.7% increase in traffic. Public telephony domestic long
distance revenue declined Bs. 0.1 billion to Bs. 10.8 billion.
The 1.0% decline was attributable to a 20.8% real reduction of
the weighted average tariff partially offset by the 20.6%
increase in traffic.

International Long Distance Revenue:

First quarter 2005 total International Long Distance (ILD)
revenue of Bs. 28.5 billion (2.6% of total revenue) reflected a
1.2% increase over first quarter 2004 results. This was due to a
Bs. 1.1 billion increase in net settlement revenue partially
offset by a Bs. 0.8 billion decline in outgoing revenue.

The Bs. 0.8 billion (2.7%) ILD outgoing revenue decrease
reflected a 9.6% reduction in the weighted average tariff
partially offset by a 6.7% increase in traffic.

The Bs. 1.1 billion net settlement revenue increase on a year-
over-year basis resulted from a 66.7% increase in incoming
traffic partially offset by significant incoming rate reductions
driven by the increased competition in this market.

Interconnection Revenue (Outgoing Fixed to Mobile and Incoming):

Quarterly interconnection revenues grew 11.8% on a year-over-
year basis supported by a 9.5% and a 30.7% increase in both,
outgoing and incoming revenue, respectively.

The 12.4% and 3.5% increases in Local and DLD F-M outgoing
revenue, respectively, were driven by 32.0% and 30.1% respective
traffic gains over the same prior year period. The traffic
increases were partially offset by respective real rate
reductions of 14.7% and 21.0% for those revenue lines.

The higher outgoing traffic is a consequence of a larger mobile
market as well as a new Fixed to Mobile (F-M) tariff designed to
incent usage in that segment. In addition, a new promotional
public telephony F-M tariff was introduced in September 2004
with the objective of increasing revenue in this segment. The
initiative was successful and Public telephony F-M revenue
increased 0.6% for the first quarter of 2005 when compared to
the same period of 2004.

Incoming revenue increased 30.7% due to a 40.0% traffic increase
despite real rate reductions of 7.8%. Growth in incoming traffic
was generated by an increase in other operators' fixed and
mobile subscriber bases as well as international long distance
calls received by other local operators that terminated in our
network.

Mobile

Mobile revenue increased 42.3% on a year-over-year basis to Bs.
389.5 billion increasing the share of total revenues from 28.6%
to 35.0%. Our mobile business continues to be the main driver of
revenue growth. The increase in mobile revenue accounted for Bs.
115.7 billion of the Bs. 155.7 billion increase in total
revenue.

The mobile revenue increase was the result of a larger customer
base, 17.4% higher average revenue per user (ARPU), and 77.0%
increase in equipment sales of Bs. 47.1 billion. Several
innovative services were launched during the first quarter of
2005. In January, Movilnet launched NEO, a service that provides
access to entertainment, communication, information and
productivity applications to our postpaid customers who use
CDMA-1X equipment supporting third generation services. NEO is
based on Qualcomm's BREW application development environment.

In February, Cantv launched "ABA Movil", a wireless broadband
service using EVDO technology (a wireless broadband data
protocol known as Evolution Data Optimized) that provides
customers with connection speeds ranging from 700 Kbps to 2,400
Kbps. This service, now available in Caracas, is scheduled to be
available in four other major cities by the end of 2005. The
service is available for a monthly charge of Bs. 150,000 which
includes downloads of up to 850 Mb plus the Bs. 390,000 cost of
an EVDO PC card.

Also in February, Cantv launched "Transfiere tu Saldo", which
allows our prepaid subscribers to transfer small balances via
SMS to other Movilnet prepaid customers at a cost of Bs. 200
plus applicable taxes.

By the end of first quarter 2005, Movilnet's subscriber base
approached 3.2 million, representing a 14.8% increase on a year-
over-year basis, and is composed of 223 thousand (7.0%) postpaid
and 3.0 million (93.0%) prepaid customers.

On a sequential basis, the addition of 85 thousand net customers
represented a 2.7% increase over the December 31, 2004
subscriber base.

The prepaid plan "Pegate con mas 600", launched in October 2004,
an extension of the Christmas season promotion, the Valentine's
day promotion and our new offer, "Acercate a tus Clientes" which
is targeted at the small and medium enterprise segments, were
the primary contributors to the first quarter's strong,
subscriber growth.

Usage and ARPUs:

A total of 763 million minutes of use (outgoing and incoming)
were used during the first quarter 2005, a 17.6% increase when
compared to the first quarter 2004.

The 15.2% increase in the first quarter 2005 outgoing minutes
resulted from an 81.0% increase in bundled traffic partially
offset by a 7.9% reduction in unbundled minutes. This dynamic
highlights the increasing significance of our bundled plans. As
compared to the first quarter 2004 volumes, prepaid bundled
plans that were first introduced in April 2004 drove 77 million
additional minutes in the first quarter 2005. An additional 42
million minutes were generated from postpaid bundles.

During the first quarter 2005, higher ARPU was achieved in both
subscriber segments. Postpaid and prepaid ARPU were Bs. 161,087
and Bs 37,307, respectively, compared to Bs. 147,481 and Bs.
30,503 in the first quarter 2004. Blended ARPU grew 17.4%,
reaching Bs 45,954 compared to the Bs. 39,150 first quarter 2004
average.

During the first quarter 2005, SMS revenue totaled Bs. 73.6
billion, a 49% increase over the first quarter 2004.
Approximately 1,253 million messages (a 33% increase) were sent
by our customers during the quarter. SMS represented 15.0% of
the Company's total first quarter mobile revenue. Handset sales
in the first quarter 2005 increased 77.0% on a year-over-year
basis, representing 12.1% of mobile revenue. Movilnet sold over
268 thousand handsets for Bs. 47.1 billion during the first
quarter 2005.

Broadband

ADSL (ABA) and private circuits revenue totaled Bs. 131.8
billion (11.9% of total revenue) for the quarter, an increase of
Bs. 30.8 billion (30.5%) on a year-over-year basis, due to a Bs.
27.5 billion (105.7%) increase in ADSL (ABA) revenue and a 4.4%
increase in private circuits revenue, totaling Bs. 78.4 million
in the quarter.

ADSL (ABA) lines have experienced strong growth in the last 5
quarters, with a 112.6% year-over-year growth. As of December
2004, our ADSL (ABA) customer base totaled 186 thousand lines.
Our continued investment and commercial efforts maintained the
strong ADSL (ABA) sales momentum, as reflected in the 27
thousand ADSL (ABA) first quarter 2005 net additions.

EXPENSE AND MARGIN ANALYSIS

First quarter 2005 total operating expenses increased Bs. 24.5
billion or 2.8%, to Bs. 909.0 billion compared to the first
quarter 2004 and reflect a Bs. 113.3 billion, or 19.4%, increase
in cash operating expenses, partially offset by a Bs. 88.8
billion, or 29.5%, reduction in depreciation and amortization
expenses.

The increase in operating expenses resulted mainly from a Bs.
50.5 billion (98.8%) increase in cost of sales, driven by 177.6%
increase in cellular handset sales and a 32.1% increase in fixed
wireless equipment sales at various level of subsidies. Also
contributing to this increase were Bs. 28.4 billion of higher
interconnection costs driven by higher traffic volumes, a Bs.
24.2 billion increase in contractor expenses supporting customer
service activities, higher consulting fees and network
maintenance, and a Bs. 38.5 billion increase in labor benefits
due to salary increases. Partially offsetting these increases
were lower advertising expenses and other miscellaneous
expenses. The decrease in depreciation and amortization expense
resulted from certain network assets reaching the end of their
useful lives and the low level of capital investments during
2003, which began to recover in 2004.

First quarter EBITDA increased 11.4% to Bs. 415.0 billion from
Bs. 372.5 billion reported in the same period of 2004. As a
percentage of revenue, EBITDA margin declined 200 basis points
versus the first quarter of 2004. The percentage decline
resulted from cash operating expenses increasing 19.4% while
revenue increased at a lower rate of 16.3%. Despite healthy
growth in customers and traffic, total revenue growth continued
to be curbed by the absence of fixed regulated tariff increases.
The increased cash operating expenses were primarily driven by
the higher volume of subsidized equipment sales.

Other income, net of Bs. 108.2 billion was recorded in first
quarter 2005 compared to other expense, net of Bs. 7.4 billion
in first quarter 2004. Interest income increased by 33.0% due to
higher short-term investments. First quarter interest expense
decreased 16.1% due to lower average interest rates related to
bolivar denominated debt. An exchange gain of Bs. 26.2 billion
was recorded in the first quarter 2005 compared to an exchange
loss of Bs. 5.1 billion during the same quarter in 2004 and was
mainly due to the Bs. 39.4 billion exchange gain recognized from
the sale of our investment of 1.119% holding in International
Satellite Telecommunications Organization (INTELSAT), previously
recorded as unrealized translation gain in a separate account in
equity.

The loss from net monetary position increased 26.2% resulting
from a higher average net monetary asset position. Other income
increased from Bs. 2.6 billion to Bs. 84.3 billion mainly as a
result of the gain from the sale of INTELSAT of Bs. 81.9
billion.

The income tax provision recorded in the first quarter 2005
increased by Bs. 7.1 billion to Bs. 22.1 billion compared to the
same period a year ago due to a higher taxable income.

Net income

First quarter net income increased to Bs. 287.5 billion compared
to Bs. 48.8 billion in the first quarter of 2004. This
significant increase was the result of a Bs. 88.8 billion
(29.5%) decrease in depreciation and amortization expense as
well as a positive swing from other expense of Bs. 7.4 billion
in 2004 to other income of Bs. 108.2 billion in 2005.

CASH FLOW ANALYSIS

Free cash flow for the quarter ended March 31, 2005 totaled Bs.
121.1 billion, 35.7% lower than what was reported in the first
quarter 2004. While cash earnings (net income or loss adjusted
for non cash items) increased by Bs. 4.3 billion, a Bs. 52.9
billion increase in capital expenditures combined with a Bs.
18.7 billion decrease in the net balance of current and non-
current assets and liabilities resulted in the Bs. 67.3 billion
year-over-year reduction in FCF. (See Reconciliation of Non-GAAP
financial measures on page 14). First quarter 2005 net cash
provided by financing activities totaled Bs. 17.9 billion and
reflected the proceeds from the issuance of commercial paper
partially offset by the payment of debt. The Company's net cash
position totaled Bs. 855.8 billion as of March 31, 2005,
compared to Bs. 754.9 billion as of December 31, 2004.

First quarter 2005 capital and software expenditures totaled Bs.
128.6 billion, a Bs. 52.9 billion increase over the same period
of 2004. 2005 capital expenditures continue to focus on:

i) the expansion of our CDMA-1X network footprint to support
projected demand in mobile and fixed wireless services;

ii) deployment of backbone and data networks to sustain the
growth in our ABA (ADSL) and other data product lines; and

iii) the integration and transformation of the Company's
information systems. The latter will provide the necessary
system functionality to support the Company's projected service
offerings and improve operating performance. In addition, during
2005, Cantv will be deploying the EVDO technology to provide
wireless broadband services.

DEBT

During the first quarter 2005, Cantv made debt payments totaling
Bs. 25.4 billion, a Bs. 191.4 billion decrease when compared to
first quarter 2004. 2005 payments included a Bs. 15.5 billion
(US$7.2 million) payment on IFC loans and a Bs. 9.9 billion
(541.0 million) payment to Japan's Eximbank. During the first
quarter of 2004, payments of Bs. 216.8 billion included Bs.
185.1 billion (US$100 million) for Yankee Bonds, Bs. 13.3
billion (US$7.2 million) for the IFC loans and Bs. 9.5 billion
(541.0 million).

As of March 31, 2005, debt balances were Bs. 300.7 billion, a
Bs. 21.8 billion increase when compared to debt balances as of
March 31, 2004. Since December 2004, the Company has issued
commercial paper, totaling Bs. 96.4 billion as of March 31,
2005. As a percentage of Equity, total debt was 7.4% as of March
31, 2005 compared to 6.8% as of March 31, 2004.

OTHER DEVELOPMENTS

Exchange Control

The exchange control regime that was established by the
Government on January 21, 2003, remains in effect. At its
outset, the exchange rate was fixed at Bs. 1,600 per US$1. It
was next adjusted on February 6, 2004 to Bs. 1,920 per US$1. On
March 2, 2005, the official exchange rate was adjusted again to
the current rate of Bs. 2,150 per US$1.

The Company has received approvals from the Government's Foreign
Currency Administration Commission (CADIVI) to acquire US$529.0
million since the implementation of the exchange controls, for
payments of foreign goods and services (US$366.6 million) and
interest and debt payments (US$162.4 million). During the first
quarter 2005, the Company received approvals from CADIVI to
acquire US$80.7 million for payments of foreign goods and
services and US$14.8 million for interest and debt payments.

As of March 31, 2005, CADIVI had approved US$318.8 million since
the implementation of the exchange controls for the conversion
of Bolivars to US dollars for repatriation of dividends. In
April 2005, Cantv received approval from CADIVI for the
conversion of bolivars to US dollars in the amount of US$37.5
million for repatriation to foreign investors and ADS holders of
dividends paid in bolivars in December 2004.

Dividends

During the March 31, 2005 Shareholders meeting, an ordinary
dividend of Bs. 505 per share was approved to be paid on April
27, 2005.

Amendment to Deferred Taxes Venezuelan Accounting Principle

In March 2005, the Venezuelan Federation of Public Accountants
published a Revised Statement of Accounting Principle No. 3:
Accounting for Income taxes, effective for periods beginning
after December 31, 2004. Restatement of prior periods is
required.

The Company is currently evaluating the impact of the
application of the provisions of this standard, introducing
significant changes, that will be recorded in the second quarter
of 2005 with retroactive recognition and restatement of all
prior periods to be presented.

Acquisition of Corporacion Digitel, C.A.

On November 21st, Cantv signed a stock purchase agreement to
acquire 100% of the common stock of Corporacion Digitel, C.A.
(Digitel), a wholly owned subsidiary of Telecom Italia Mobile
S.p.A., for approximately US$450 million corresponding to
enterprise value. The closing of the transaction is subject to
regulatory approvals by Pro-Competencia (the anti-trust agency),
CONATEL and CADIVI. The Company expects these approvals to take
place during the second quarter of this year.

Digitel, located in Caracas, is the leading GSM operator in
Venezuela and operates in the Central Region since 1999. As of
December 2004, Digitel was servicing over 1.36 million
subscribers.

About CANTV

Cantv, a Venezuelan corporation, is the leading Venezuelan
telecommunications services provider with approximately 2.9
million fixed access lines in service, 3.2 million mobile
subscribers and 204 thousand broadband subscribers as of March
31, 2005. The Company's principal strategic shareholder is a
wholly owned subsidiary of Verizon Communications Inc. with
28.5% of the capital stock. Other major shareholders include the
Venezuelan Government with 6.6% of the capital stock (Class B
Shares), employees, retirees and employee trusts which own 7.0%
(Class C Shares) and Telefonica de Espana, S.A. with 6.9%.
Public shareholders hold the remaining 51.0% of the capital
stock.

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

NOTES:

1. Financial results are stated in accordance with Generally
Accepted Accounting Principles in Venezuela. Amounts in Bolivars
(the local currency) have been adjusted for inflation as of
March 31, 2005. Translation of financial statements data to US$
has been performed, solely for the convenience of the reader,
converting Bolivar amounts at the current offi1cial exchange
rate of Bs. 2,150 per US$1.

2. As announced in the Company's February 2005 conference call,
this document presents, for the first time, Cantv's revenue and
operating indicators broken down along our three main lines of
business: fixed, mobile and broadband services instead of
presenting the previous four line split: fixed, mobile, Internet
and other. This format will also be followed in future earnings
release documents. The Company believes this format better
communicates its results of operations. For comparison purposes
historic figures have been adjusted accordingly.

CONTACT: Cantv Investor Relations
         Phone: +011 58 212 500-1831 (Master)
                +011 58 212 500-1828 (Fax)
         E-mail: invest@Cantv.com.ve

         The Global Consulting Group
         Ms. Lauren Puffer
         Phone: 646 284-9426 (US)
         E-mail: lpuffer@hfgcg.com


PDVSA: Converting Harvest Agreements Joint Ventures in 2Q05
-----------------------------------------------------------
Harvest Vinccler C.A. (HVCA), the Venezuelan subsidiary of
Houston-based oil company Harvest Natural Resources (NYSE: HNR),
has been notified by Petroleos de Venezuela SA (PDVSA) that all
operating service agreements are to be converted into
incorporated joint ventures under the 2001 Venezuelan Organic
Hydrocarbon Law (OHL) through negotiation with the contract
holders.

Dr. Peter J. Hill, President and CEO of Harvest, revealed this
fact in the Company's first quarter earnings statement.

"HVCA has exchanged proposals and is in discussions with PDVSA
and MEP to resolve our 2005 capital program and production
issues under our operating service agreement and also to
establish a longer-term path forward. The proposals define a
valuation and organizational framework under which we would
migrate the South Monagas Unit to an `Empresa Mixta', or mixed
company under the OHL. Under the OHL, PDVSA will own a majority
stake in the new company and HVCA will own the remaining stake
in the joint venture. If these negotiations are successful, HVCA
would contribute its rights to the South Monagas Unit to the new
company and PDVSA would contribute other fields and assets pro-
rata to their ownership interest. A technical and economical
evaluation of the South Monagas Unit and other fields and assets
conducted jointly by the MEP, PDVSA and HVCA is expected to
commence during the second quarter. We hope to have a successful
conclusion to the OHL negotiations within six months."

Dr. Hill said, HVCA has been notified by PDVSA "that it intends
to limit the fees paid for oil deliveries to no more than two-
thirds of the market value of the delivered oil. Based on our
estimates, as indirectly confirmed by Government officials, the
oil fee paid to HVCA in 2004 was approximately two-thirds of the
market value. Consequently, we do not expect the fee limit to be
significant. In addition, SENIAT, the Venezuelan income tax
authority, has stated the income tax rate for activities
conducted under the operating service agreements in Venezuela
will increase from 34% to 50% effective April 18, 2005. However,
it is not clear how this increase might be implemented. The
SENIAT also announced it will audit companies with operating
service agreements. The tax audit for HVCA is underway. We
believe HVCA has met its tax payment obligations in all material
respects. HVCA paid approximately $29 million of Venezuelan
income taxes for 2004."


PDVSA: Venezuelan Defense Head Accuses CIA of Economic Sabotage
---------------------------------------------------------------
Venezuela's National Armed Force is planning a probe to ferret
Central Intelligence Agency (CIA) operatives that have allegedly
infiltrated state oil company Petroleos de Venezuela PDVSA.

Defense minister General Jorge Luis Garcia Carneiro said in a
report from El Universal that the U.S. spies are out to wreak
havoc in the local oil industry. He pointed to "... CIA elements
who have not ceased to disrupt the Venezuelan institutional
life."



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

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