TCRLA_Public/050504.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

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

              Wednesday, May 4, 2005, Vol. 6, Issue 87

                            Headlines

A R G E N T I N A

B. DE TSA: Asks Court to Reorganize
BACULO S.A.: Court Concludes Reorganization Process
CLUB TRAFICO'S: Gets Court Nod for Reorganization
DATOS S.A.: Proceeds With Liquidation
DHV COMMUNICATIONS: Judge Approves Bankruptcy

EDENOR: Employees Want to Negotiate Sale Hand-To-Hand With EdF
EDESUR: Assigns 'BBB(arg)' Rating to Bonds
HOSPEDAR S.A.: Court Declares Company Bankrupt
TELECOM ARGENTINA: Ratings Reflect Decision to Suspend Payments
* ARGENTINA: Commentary Examines Fiscal Challenges it is Facing


B E R M U D A

FOSTER WHEELER: Management Corrects Error in 2004 Financials


B R A Z I L

AES CORP.: Calls for Redemption of 8.5% Senior Notes
CSN: Allocates 2004 Net Profit
CSN: Amends Dividend, Interest on Capital Payment Notice
EMBRATEL: Woos Internet Users With Mergulhou Ganhou Promo
TELEMAR: Ends 1Q05 With BRL193 Million Net Income

UNIBANCO: Units Listed on Bovespa Index


E L   S A L V A D O R

BANCO DE COMERCIO: Regulator Approves Scotiabank's Acquisition
BANCO DE COMERCIO: Fitch Withdraws Ratings After Buy
* EL SALVADOR: Hopes to Improve Economy With $100M Loan


M E X I C O

BANSI: Ratings Reflect Size in the Mexican Financial System
DIRECTV GROUP: Strong Demand Helps Cut Net Loss to $96M in 1Q05
GRUPO ELEKTRA: Mulls NYSE Voluntary Delisting
GRUPO IUSACELL: Results Threaten Ability as a Going Concern
INDUSTRIAS UNIDAS: Ratings Reflect Industry Cycle

TV AZTECA: Shareholders to Decide Future of Trading in US Stock


P U E R T O   R I C O

DORAL FINANCIAL: Investor Files Suit Alleging Stock Fraud
R&G FINANCIAL: Shareholders Turn to Court to Recover $2.7B
R&G FINANCIAL: Increases Quarterly Cash Dividend for 1Q05


U R U G U A Y

ABN AMRO BANK: Moody's Takes Various Rating Actions
BANCO A.C.A.C.: Moody's Assigns New Global LC Deposit Rating
BANCO DE LA NACION: Moody's Assigns Caa2 to LC Deposit Ratings
BANCO DE LA REPUBLICA: LTFC Deposit Rating Affirmed at Caa1
BANCO HIPOTECARIO: Moody's Assigns, Affirms Ratings

BANCO SANTANDER: Gets Baa3 Global Local Currency Deposit Rating
BANCO SURINVEST: Moody's Assigns New Global LC Deposit Rating
BANKBOSTON N.A.: Moody's Affirms Caa1 LTFC Deposit Ratings
BBVA URUGUAY: Ratings Reflect Explicit Support From Parent
CITIBANK (URUGUAY): Ratings Constrained by Sovereign Ratings

DISCOUNT BANK: Sovereign Ratings Constrained
LLOYDS TSB BANK: Moody's Assigns, Affirms Ratings


V E N E Z U E L A

PDVSA: Promotes Hydrocarbons Cooperation With New Cuban Branches

     -  -  -  -  -  -  -  -

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

B. DE TSA: Asks Court to Reorganize
-----------------------------------
Personnel services provider B. de TSA requested for
reorganization after failing to pay its liabilities since April
21 this year, says La Nacion

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

The case is pending before Court No. 12 of Buenos Aires' civil
and commercial tribunal. The city's Clerk No. 24 assists the
court on this case.

CONTACT: B. de TSA
         Avenida Belgrano 1494
         Buenos Aires


BACULO S.A.: Court Concludes Reorganization Process
---------------------------------------------------
The reorganization of Buenos Aires-based Baculo S.A. has ended.
Data revealed by Infobae on its Web site indicated that the
process was concluded after Court No. 16 of the city's civil and
commercial tribunal, with assistance from Clerk No. 32,
homologated the debt agreement signed between the Company and
its creditors.


CLUB TRAFICO'S: Gets Court Nod for Reorganization
-------------------------------------------------
Club Trafico's Old Boys will begin reorganization following the
approval of its bankruptcy petition by Court No. 2 of
Pergamino`s civil and commercial tribunal. The opening of the
reorganization will allow the Company to negotiate a settlement
with its creditors in order to avoid a straight liquidation.

Mr. Federico D. Bonello will oversee the reorganization
proceedings as the court-appointed trustee. He will verify
creditors' claims until May 31. The validated claims will be
presented in court as individual reports on July 27.

Mr. Bonello is also required by the court to submit a general
report essentially auditing the Company's accounting and
business records as well as summarizing important events
pertaining to the reorganization. The report will be presented
in court on September 8.

An informative assembly, the final stage of a reorganization
where the settlement proposal is presented to the Company's
creditors for approval, is scheduled on March 8 next year.

Dr. Bernardo Louise, clerk of court, assists the court on this
case.

CONTACT: Club Trafico's Old Boys
         Calle Velez Sarsfield 368
         Pergamino

         Mr. Federico D. Bonello, Trustee
         Av. J. A. Roca 814
         Pergamino


DATOS S.A.: Proceeds With Liquidation
-------------------------------------
Mr. Juan Moreno successfully sought the bankruptcy of Datos S.A.
after Court No. 19 of Buenos Aires' civil and commercial
tribunal declared the Company "Quiebra," reports La Nacion.

As such, the financial services provider will now start the
process with Ms. Edith Regazzoni as trustee. Creditors must
submit proofs of their claim to the trustee by August 1 for
authentication. Failure to comply with this requirement will
mean a disqualification from the payments that will be made once
the Company's assets are sold.

The creditor sought for the Company's liquidation after the
latter failed to pay debts amounting to US$16,565.06. The city's
Clerk No. 37 assists the court on the case that will close with
the sale of all of its assets.

CONTACT: Datos S.A.
         Avenida Rivadavia 666
         Buenos Aires

         Ms. Edith Regazzoni, Trustee
         Carlos Pellegrini 465
         Buenos Aires


DHV COMMUNICATIONS: Judge Approves Bankruptcy
---------------------------------------------
DHV Communications Inc. was declared bankrupt after Court No. 5
of Buenos Aires' civil and commercial tribunal endorsed the
petition of N.S.S. S.A. for the Company's liquidation. Argentine
daily La Nacion reports that the creditor has claims totaling
US$ 13,181.43 against the Company.

The court assigned Mr. Carlos Alberto Llorca to supervise the
liquidation process as trustee. Mr. Llorca will validate
creditors' proofs of claims until June 27.

The city's Clerk No. 9 assists the court in resolving this case.

CONTACT: DHV Communications Inc.
         Avenida Belgrano 535
         Buenos Aires

         Mr. Carlos Alberto Llorca, Trustee
         Carlos Pellegrini 385
         Buenos Aires


EDENOR: Employees Want to Negotiate Sale Hand-To-Hand With EdF
--------------------------------------------------------------
The 2,037 employees of Edenor that are taking part in the
Company's Employee Stock Ownership Plan, known in Spanish for
its acronym PPP, are seeking to negotiate the sale of their 10%
stake in the power distributor together with Electricite de
France (EdF), who owns the other 90%.

The employees revealed their proposal in a letter to Edenor
President Fernando Ponasso, who will transmit the letter to
EdF's headquarters in Paris. In the letter, the employees
proposed that if EdF sells its majority holding in Edenor, they
want to take part in the talks with equal rights.

"We do not pretend to sell with EdF, but listen to the same
offer as the controlling shareholder and decide whether it suits
us or not. This process involves not only the sale, but also
Edenor's future," a PPP source told business daily El Cronista.

Edenor posted net losses of ARS89.9 million (US$30.8mn) in 2004.
The Company has been negatively affected by the devaluation of
the peso in early 2002 and subsequent rates freeze. As of
December 31, 2004, Edenor had ARS1.53 billion of net equity.

CONTACT:  EDENOR S.A.
          Azopardo Building
          Azopardo 1025 (1107) Capital Federal
          Phone: (54-11) 4346-5000
          Fax: (54-11) 4346-5300
          E-mail: to ofitel@edenor.com.ar
          Web Site: http://www.edenor.com.ar


EDESUR: Assigns 'BBB(arg)' Rating to Bonds
------------------------------------------
Fitch Argentina Calificadora de Riesgo S.A. assigned a
'BBB(arg)' rating to ARP160 million worth of corporate bonds
issued by Edesur S.A.

Argentina's securities regulator, the Comision Nacional de
Valores (CNV), reports that the rating affects these issues:

- ARP40 million worth of bonds described as "ON Clase 5" with
undated maturity; and

- ARP120 million worth of bonds described as "ON Clase 6" with
undated maturity.

Fitch concurrently maintained the 'BBB(arg)' rating given to
US$450 million worth of bonds described the bonds, which have an
undisclosed maturity date.

The rating action, taken based on the Company's financial status
as of December 31, 2004, means that the issue carries an
adequate credit risk relative to other issues in the country.

CONTACT:  EDESUR S.A.
          Gte. Gral.: Ing. Rafael Fernandez Morande
          San Jos, 140, 3o P
          Capital Federal 1076
          Argentina
          Phone: 4370-3700/4370-3370
          Fax: 4381-0708

          Home Page: www.edesur.com.ar


HOSPEDAR S.A.: Court Declares Company Bankrupt
----------------------------------------------
Court No. 23 of Buenos Aires' civil and commercial tribunal
declared local Company Hospedar S.A. "Quiebra", relates La
Nacion. The court approved the bankruptcy petition filed by
Cooperativa de Credito, Vivienda y Consumo Creditos Inmobiliaria
Ltda., whom the Company has debts amounting to US$16,830.41.

The Company will undergo the bankruptcy process with Ms. Jessica
Minc as trustee. Creditors are required to present proof of
their claims to Ms. Minc for verification before July 27.
Creditors who fail to submit the required documents by the said
date will not qualify for any post-liquidation distributions.

Clerk No. 46 assists the court on the case.

CONTACT: Hospedar S.A.
         San Martin 390
         Buenos Aires

         Ms. Jessica Minc, Trustee
         Vuelta de Obligado 1715
         Buenos Aires


TELECOM ARGENTINA: Ratings Reflect Decision to Suspend Payments
---------------------------------------------------------------
National Scale Ratings
  Long Term Rating: D
  Short Term Rating: D

Rationale

The rating on Telecom Argentina S.A. (TECO; formerly Telecom
Argentina STET-France Telecom S.A.), an Argentine-based
integrated telecom provider, reflects the Company's decision to
suspend payments on all its financial debt obligations to
preserve liquidity to fund operations due to the economic and
regulatory changes in the country. As of Dec. 31, 2004, total
consolidated debt amounted to approximately $3,576 million, and
cash holdings to $1,229 million.

In August 2004, TECO announced that the proposal to restructure
its individual financial debt (approximately $2,840 million)
under an out-of-court agreement, or Acuerdo Preventivo
Extrajudicial (APE), had been accepted by creditors representing
94.4% of total debt (capital plus accrued interest). To become
effective, the APE must now be endorsed by a Commercial Court of
the City of Buenos Aires and go through additional steps. In
addition, in November 2004, TECO's mobile subsidiaries (Telecom
Personal and Nucleo) restructured their debt under a private
agreement with similar conditions to the proposal issued by
TECO. TECO's proposal includes the capitalization and
restructuring of part of the interest accrued up to Dec. 31,
2003, and the payment of interest accrued since Jan. 1, 2004,
and gives creditors three options, including new amortizing
notes maturing in 2014 and 2011 and cash. Considering the
current acceptance levels, TECO and Telecom Personal would issue
new bonds for about $2,330 million and disburse approximately
$700 million in cash (to cancel the cash tender offer and not
including interests). Standard & Poor's Ratings Services will
reassess the ratings once the APE is concluded.

TECO is one of two incumbent telephone companies in the Republic
of Argentina, holding about 47% of total lines in service and
28% of total mobile subscribers. TECO provides integrated basic
telecommunications services (local telephone as well as national
and international long-distance service, mobile communications,
and data transmission) throughout the country.

The Company faces significant financial and regulatory
challenges derived from the freeze on and pesification of
tariffs and the devaluation of the currency since early 2002,
which created a dramatic cash-flow mismatch between its peso
cash generation and its dollar-denominated debt. Uncertainty is
high regarding the renegotiation of tariffs, which was mandated
by the government in early 2002 but is still pending. In
November 2004, the government extended the ruling of the
Emergency Law and the period for tariff and contracts
renegotiation until December 2005, which could result in
additional delays. Nevertheless, potential tariff adjustments
resulting from the renegotiation are not expected to compensate
for the effects of the devaluation of the peso and pesification
and freeze of tariffs.

Since 2003, TECO's business conditions started to show a gradual
recovery due to the more benign economic environment in the
country and cost containment actions, which translated into
significantly lower delinquency levels, progressive fixed client
base and traffic improvements, and important expansion of mobile
and ADSL subscribers (in fiscal year ended December 2004, mobile
lines and ADSL clients increased by about 47% and 79%,
respectively, compared to December 2003). Nevertheless, the
expansion in the mobile segment and higher labor costs resulted
in lower EBITDA margins of 45.5% in fiscal 2004, from 52.9% in
2003. Pressures on margins are expected to continue as a result
of the intense competition mainly in the mobile and ADSL
segments, and the full impact of labor cost increases in 2004.

The Company's future cash-flow generation and financial profile
will be tied to the result of tariff renegotiations with the
government, the closing of the financial debt restructuring, and
the sustained economic recovery and stability in Argentina. In
addition, the current high debt-to-capitalization level (of 85%
as of Dec. 31, 2004) is expected to improve after the closing of
the debt restructuring.

Nortel Inversora S.A. controls TECO with a 57.74% share, while
TECO's employees own about 4.68%, and the remainder of the stock
(40.58%) trades on the Buenos Aires, New York, and Mexico City
stock exchanges. Nortel is a holding Company jointly controlled
by the Telecom Italia Group (BBB+/Stable/A-2) and a local
investor group, which, together, own 67.79% of its equity.

Liquidity

Despite cash holdings of $1,229 million as of Dec. 31, 2004,
TECO's liquidity is tight due to the financial payment
suspension, the relatively low cash-flow generation in relation
to the current debt burden, and the restricted access to
financing. An important portion of these cash holdings would be
devoted to complete the mentioned debt restructuring.

CONTACT:  Primary Credit Analyst(s)
   Ivana Recalde, Buenos Aires
          Tel: (54) 114-891-2127
          E-mail: ivana_recalde@standardandpoors.com

          Secondary Credit Analyst:
          Pablo Lutereau, Buenos Aires
          Tel: (54) 114-891-2125
          E-mail: pablo_lutereau@standardandpoors.com


* ARGENTINA: Commentary Examines Fiscal Challenges it is Facing
---------------------------------------------------------------
Standard & Poor's Ratings Services issued Monday a commentary
that examines the key variables that will determine the Republic
of Argentina's economic trajectory-and its credit rating-in the
coming years as it exits the default that took place in November
2001.

The article, entitled "Argentina: Exiting Once Again From
Default," evaluates the prospects for economic growth and fiscal
performance in the post-default future by looking both at the
country's structural features and at the performance of other
sovereigns in the first five years after they emerged from
default.

"The fiscal challenge facing the government over the coming
years will be considerable, despite the recent high primary
budget surpluses," said Standard & Poor's credit analyst Joydeep
Mukherji. "Argentina does not have a history of sustaining high
primary budget surpluses, and they may begin to decline as
GDP growth decelerates," he added.

Mr. Mukherji explained that the public sector's recently reduced
debt burden might actually grow beyond expectations in coming
years due to unexpected contingent liabilities, as was the case
in the early 1990s after Argentina emerged from its previous
debt default.

"A steady GDP growth rate will depend upon an improved policy
environment that boosts investor confidence and spurs more
private investment," Mr. Mukherji noted. "Argentina's recent
history neither precludes nor presages such an outcome."

CONTACT:  Primary Credit Analyst:
          Joydeep Mukherji, New York
          Tel: (1) 212-438-7351
          E-mail: joydeep_mukherji@standardandpoors.com

          Media Contact:
          Marc Eiger, New York
          Tel: (1) 212-438-1280
          E-mail: marc_eiger@standardandpoors.com



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

FOSTER WHEELER: Management Corrects Error in 2004 Financials
------------------------------------------------------------
On May 2, 2005, the Audit Committee of the Board of Directors
("Audit Committee") of Foster Wheeler Ltd. ("the Company"), in
consultation with and based on the recommendation of management,
concluded that the Company's consolidated financial statements
for the year ended December 31, 2004 should be restated to
correct an error made by the Company's external actuaries in
computing the Company's December 31, 2004 pension valuation used
in the preparation of the December 31, 2004 consolidated
financial statements. Consequently, the Company's consolidated
financial statements for the year ended December 31, 2004 should
no longer be relied upon.

The error relates to the Company's domestic pension plan and
resulted in an understatement of the pension benefit obligation,
funding liability and pension contributions for plan year 2004,
and understated pension liabilities and comprehensive loss
reported in the 2004 Form 10-K. A summary of the financial
statement line items affected by the restatement on the
Company's consolidated balance sheet and consolidated statement
of operations and comprehensive loss is presented below. There
was no impact on the Company's consolidated statement of cash
flows. However, the Company's estimated domestic pension plan
contributions, reported to be $20.4 million for calendar 2005
increased to $26.7 million as a result of the error. Based on
the revised actuarial valuation, the Company still anticipates
that no further domestic pension plan contributions will be due
after 2009.

                  December 31, 2004         December 31, 2004,
                     As Reported                 Restated
                     ----------------------------------------
                              (Amounts in thousands)

Consolidated
Balance Sheet:

Current Liabilities:
Accrued expenses      $  308,229                 $  314,529
Total current
liabilities            1,255,121                  1,261,421
Pension, postretirement
and other employee
benefits                 265,869                    271,851
Total Liabilities      2,700,822                  2,713,104

Shareholders' Deficit:
Accumulated other
comprehensive loss      (284,461)                  (296,743)
Total Shareholders'
Deficit                 (513,283)                  (525,565)
Total Liabilities and
Shareholders' Deficit 2,187,539                  2,187,539

Consolidated Statement
of Operations and Comprehensive Loss:

Minimum pension
liability adjustment  $  (7,617)                 $  (19,899)
Net comprehensive loss (265,756)                   (278,038)

The conclusion to restate was reached after management was
notified of the error and reviewed the impact of the
misstatement on the consolidated financial statements.

Management first became aware of the error in the December 31,
2004 pension actuarial valuation upon receipt of the corrected
actuarial data on April 14, 2005. Management held meetings with
its actuaries during the period April 15 through April 27 to
understand the nature of the error in the actuarial valuation
and the impact on the Company's December 31, 2004 consolidated
financial statements.

Management measured and assessed the impact of the error on its
2004 consolidated financial statements and on April 27, 2005
determined that the error was not material to its 2004
consolidated financial statements.

The Company believes correcting the error in its first quarter
2005 consolidated financial statements will be material to such
interim financial statements and therefore a restatement of the
2004 financial statements should be made. On May 2, 2005, the
Audit Committee held a meeting, in which management participated
and advised on the issue of a restatement. The Audit Committee
concluded on May 2, 2005 that the Company's 2004 consolidated
financial statements should be restated.

As a result, the Company's consolidated financial statements for
the year ended December 31, 2004 will be restated. Accordingly,
the previously issued consolidated financial statements for such
period should no longer be relied upon. The restated results for
the year ended December 31, 2004 will be included in an amended
Annual Report on Form 10-K. The Audit Committee has discussed
the matters disclosed in this Current Report on Form 8-K with
management and PricewaterhouseCoopers LLP, the Company's
independent registered public accounting firm.

Foster Wheeler Ltd. classifies its operations in two business
groups, the Engineering and Construction Group (E&C Group) and
the Energy Group. The Company has substantial international
operations that are conducted through foreign and domestic
subsidiaries, as well as through agreements with foreign joint
venture partners. The Company had international operations
throughout the world, including operations in Europe, the Middle
East, Asia and South America

CONTACT: Foster Wheeler Ltd.
         Perryville Corporate Park
         Clinton, NJ 08809
         Phone: (908) 730-4000
         Fax: (908) 730-5315
         E-mail: fw@fwc.com
         Web Site: http://www.fwc.com



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

AES CORP.: Calls for Redemption of 8.5% Senior Notes
----------------------------------------------------
The AES Corporation announced Monday that it has called for
early redemption of all outstanding 8.5% Senior Subordinated
Notes due 2007, at an aggregate principal amount of
approximately $112 million. The Notes will be redeemed at a
redemption price of 101.417% of the principal amount, plus
accrued and unpaid interest to the redemption date.

About AES

AES  (NYSE:AES) is a leading global power Company, with 2004
sales of $9.5 billion. AES operates in 27 countries, generating
44,000 megawatts of electricity through 120 power facilities and
delivers electricity through 15 distribution companies. Our
30,000 people are committed to operational excellence and
meeting the world's growing power needs. To learn more about
AES, please visit www.aes.com or contact media relations at
media@aes.com.

CONTACT: AES Corporation
         Media Contact:
         Mr. Robin Pence
         Phone: 703-682-6552
                or
         Investor Contact:
         Mr. Scott Cunningham
         Phone: 703-682-6336


CSN: Allocates 2004 Net Profit
------------------------------
Shareholders Companhia Siderurgica Nacional(CSN) approved these
proposals during the Annual General Meeting held at the
Company's headquarters on April 29, 2005:

a) Approved, by unanimity, the Management's proposal for the
destination of the net profit of the year of 2004, in the amount
of R$2,144,996,655.09 (two billion, one hundred and forty four
million, nine hundred and ninety six thousand, six hundred and
fifty five reais and nine cents) and of the revaluation reserve,
in amount of R$244,846,352.46 (two hundred and forty four
million, eight hundred and forty six thousand, three hundred and
fifty two reais and forty six cents), as follows:

(i) destination of R$86,798,191.36 (eighty six million, seven
hundred and ninety eight thousand, one hundred and ninety one
reais and thirty six cents) from the net profit of the year, for
complementation of the legal reserve balance, in accordance with
article 193 of Law 6,404/76;

(ii) payment to the Shareholders of the Company of the amount of
R$239,391,000.00 (two hundred and thirty nine million, three
hundred and ninety one thousand reais), as interests over own
capital, corresponding to the gross amount of R$ 0.86456 per
share, which is subject to Withholding Income Tax at the rate of
15% (fifteen percent), with exception to the shareholders
domiciled in country that does not tax income or taxes at
maximum rate under 20% (twenty percent), in which case, are
subject to Withholding Income Tax at the rate of 25% (twenty
five percent), as per set forth in article 8 of Law 9,779/99;

(iii) payment to the Shareholders of the Company of the amount
of R$2,028,653,816.19 (two billion, twenty eight million, six
hundred and fifty three thousand, eight hundred and sixteen
reais and nineteen cents), as dividends, corresponding to the
amount of R$ 7.32649, per share. The interests over own capital
and the dividends referred to in this item will be paid, without
monetary adjustment, as of (inclusive) June 14, 2005; and

(iv) ratification of the distribution approved by the Board of
Directors of the Company on June 14, 2004, of R$35,000,000.00
(thirty five million reais), as intermediary dividends; The
Shareholder Jose Teixeira de Oliveira requested to registry its
laudation vote to the management.

b) Approved, by unanimity, that the Board of Directors be
composed by eight (8) members, and, in accordance with article
13, paragraph 2nd, of the By-laws, firstly, the shareholder
Antonio Francisco dos Santos, was reelected. Immediately,
afterwards, the shareholders Benjamin Steinbruch, Jacks
Rabinovich, Mauro Molchansky, Fernando Perrone, Dionisio Dias
Carneiro Netto, Darc Antonio Da Luz Costa and Yoshiaki Nakano
were reelected. In this sense, the Board of Directors of the
Company is composed by Messrs. Antonio Francisco dos Santos,
Benjamin Steinbruch, Jacks Rabinovich, Mauro Molchansky,
Fernando Perrone, Dionˇsio Dias Carneiro Netto, Darc Antonio da
Luz Costa and Yoshiaki Nakano, all with term-in-office until the
General Ordinary Shareholders Meeting of 2006. 5.2.3 - Approved,
by unanimity, the determination of the overall yearly
compensation of the managers in the amount of up to
R$30,000,000.00 (thirty million reais)

About CSN

Rio de Janeiro-based CSN is a steel complex comprised of
investments in infrastructure and logistics whose operations
include captive mines, an integrated steel mill, service
centers, ports and railways. With a total annual production
capacity of 5.7 million tons of crude steel and consolidated
gross revenues of BRL12.3 billion in 2004, CSN is also the only
tin-plate producer in Brazil and one of the five largest tin-
plate producers worldwide.

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


CSN: Amends Dividend, Interest on Capital Payment Notice
--------------------------------------------------------
Considering that the shareholders of Companhia Siderurgica
Nacional approved, at the Annual General Meeting held on April
29, 2005, the payment of:

i) R$239,391,000.00 (two hundred thirty nine million, three
hundred and ninety one thousand reais), as interests on own
capital; and

ii) R$ 2,028,653,816.19 (two billion, twenty eight million, six
hundred and fifty three thousand, eight hundred and sixteen
reais and nineteen cents), as dividends, we inform the
Shareholders that value per share of dividends and interests on
own capital changed, as indicated below, remarking that there is
no change on total amount to be distributed, even as dividends
as interests on own capital:

1. Interests On Own Capital and Income Tax: The Shareholders
registered with the depositary Institution, on April 29, 2005,
are entitled to receive Interests on Own Capital in the gross
amount of R$ 0.86754 per share (instead of R$ 0.86456 per share
prior noticed), which is subject to the payment of Withholding
Income Tax at the rate of 15% (fifteen percent), with exception
to the Shareholders domiciled in country that does not tax
income or taxes at maximum rate under 20% (twenty percent), in
which case, are subject to Withholding Income Tax at the rate of
25% (twenty five percent), as per set forth in article 8 of Law
9,779/99. Considering the rate of 15%, the net amount deducted
of Income Tax will be of R$ 0.737409 per share (instead of R$
0.734876 per share prior noticed).

The immune or exempted entities, subject to articles 12 and 15
of Law 9,532/97, that are covered by judicial measure or
decision, determining the non withholding and the non payment of
the referred tax, specifically with regard to payment of
interests on own capital, shall present, again, to CSN, until
May 3, 2005:

i) copy of the same certified by the respective Court Registry;
and

ii) letter addressed to CSN, whereby expressly assume the
commitment to: (a) inform, within 24 hours as of the knowledge,
eventual reform or annulment of the referred measure or
decision; and (b) reimburse CSN of the tax and other charges
that are eventually demanded, due to the referred payment,
within the term of three (3) working days as of the notification
from CSN. Private pension entities, insurance companies and
FAPI, as of January 1 st , 2005, are released from the
withholding and separate payment of the income tax over profit
and gains resulting from provisions funds investment, technical
reserves and beneficial plan funds, in accordance with article 5
of Provisionary Measure 209, as of August 26, 2004.

2. Dividends: The Shareholders registered with the depositary
Institution, on April 29, 2005, are entitled to receive
dividends in the amount of R$ 7.35170 per share (instead of R$
7.32649 per share prior noticed).

3. Instructions Regarding Credit of Interests and Dividends: The
Shareholders will have the interests and dividends amounts
available as of June 14, 2005, without monetary adjustment, in
their bank domicile, as informed to the depositary institution,
Itau Corretora de Valores S.A. The Shareholders users of the
fiduciary custodies will have the interests and dividends
credited in accordance with proceedings adopted by Stock
Markets. The Shareholders, in which registry does not contain
the enrollment number with CPF/CNPJ or the indication of the
"Bank/Branch/Account", will have the interests and dividends
credited, within three (3) working days, as of the
regularization of the respective registries in the branches of
Banco Itau S.A., or by means of letter addressed to
"Superintendencia de Servicos a Acionistas da Itau Corretora de
Valores S.A.", located at Rua Boa Vista, 185 - 6 th floor - Sao
Paulo - SP - CEP: 01092-900.

4. Service Locations: At Banco Itau S.A. branches, services to
Shareholders department, during banking hours.


EMBRATEL: Woos Internet Users With Mergulhou Ganhou Promo
---------------------------------------------------------
Click 21, Embratel's free Internet provider, develops another
new feature with the Mergulhou Ganhou (Dive and Gain) promotion,
which will give gift tickets of Submarine website to its users.
The longer you stay connected to Click 21, the higher the prize.

To participate, just sign up free of charge at the
www.click21.com.br/mergulhouganhou website, use the Click 21
dialer to connect to the Internet and surf.

From then on, with every 30 hours connected to the Internet
through Click 21 during the month the participants will
automatically gain a Submarino gift ticket worth R$ 10.00. This
promotion is valid until June 30, and the award will be
calculated according to the number of hours of use during each
month until the promotion is over. The hours of use from April
25 to April 30 will be valid for the month of May. The users may
check out at any time the hours of use through the website bill
statement. They may recommend friends who, upon taking part in
the promotion, will grant to the recommending user a 50% bonus
in addition to the gift tickets.

The Gift Tickets may be used to buy any item at the customer's
choice through the  www.submarino.com.br website. Read the
regulations at www.click21.com.br.

Click 21 guarantees a quick connection with no busy line; 24-
hour support; 1 GB e-mail storage for each user in two accounts
of 500 Mb each; anti-virus: anti-spam and spelling checker, plus
top quality content, Flog, Blog, games, weather forecast,
meetings, guides, e-commerce, education, and many other
features.

Embratel offers a range of complete telecommunications solutions
to the market all over Brazil, including local, long distance
domestic and international telephone services, data, video and
internet transmission, and is present all over the country with
its satellite solutions. Embratel is the market leader in
revenues with Long Distance Domestic and International calls.

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


TELEMAR: Ends 1Q05 With BRL193 Million Net Income
-------------------------------------------------
HIGHLIGHTS:

- The Telemar Group customer base increased by 333 thousand in
the quarter and 3.0 million year-on-year, to reach 22.9 million
at the end of March 05, comprising:

Wireline: 15.1 million lines in service (-0.7% on 4Q04)
Wireless: 7.3 million subscribers (+5.6% on 4Q04)
Velox (ADSL): 0.6 million subscribers (+11.7% on 4Q04)

- Net revenues amounted to R$ 4,004 million (-6.2% from 4Q04 and
+8.5% from 1Q04). Changes in the quarter were mainly due to
decreased sales of handsets (Oi), owing to the strong seasonal
sales in the fourth quarter, fewer business days in the first
quarter, and the exclusion of Contax figures from TNL
consolidated results.

- Average revenue per user (ARPU) in the quarter was R$ 81 for
wireline and R$ 21 for wireless services.

- Consolidated EBITDA totaled R$ 1,669 million compared to R$
1,633 million in 1Q04 and R$ 1,721 million in 4Q04. EBITDA
margins were as follows:

      - TNL: 41.7% (4Q04 - 40.3%)
      - TMAR: 40.6% (4Q04 - 40.0%)
      - Oi: 20.8% (4Q04 - 9.3%)

- Net financial expenses totaled R$ 385 million in the quarter
(+8.4% on 4Q04).

- Net income for the quarter was R$ 193 million, or R$ 0.51 per
share (US$ 0.19 per ADR).

- Net debt was equal to R$ 6,380 million (0.97x EBITDA for the
past 12 months), down 2.5% from the end of Dec/04.

- Capital expenditures (Capex) totaled R$ 455 million in the
quarter, 11.4% of net revenues (R$ 197 million in 1Q04).

- Free cash flow after Capex amounted to R$ 691 million in the
quarter (4Q04 - R$ 898 million, and 1Q04 - R$ 709 million).

OPERATING PERFORMANCE REVIEW:

CUSTOMER BASE

At the end of March/2005, the Telemar Group had 22,908 thousand
customers (+15.6% compared to Mar/04), including 15,104 thousand
fixed-line, 7,250 thousand mobile, and 554 thousand ADSL
customers. The Company grew its wireless and broadband customer
base year over year, with net additions of 2,842 thousand
wireless customers (+64.5%), and 270 thousand broadband users
(+95.1%).

WIRELINE SERVICES

At the end of the quarter, the installed plant comprised 17,258
thousand lines, of which 15,104 thousand in service, including
660 thousand public phones. During 1Q05, 674 thousand lines were
installed and 786 thousand disconnected, leading to a reduction
of 112 thousand lines (0.7% of the plant in service). The
average plant in service was 15,160 thousand lines in the
quarter (-0.3%). The utilization rate of the installed plant was
87.5% and the digitalization rate of the network was 99.2%.

BROADBAND SERVICES

ADSL accesses grew by 11.7% compared to the previous quarter,
totaling 554 thousand at the end of Mar/05. Net additions were
58 thousand during the quarter and 270 thousand during the year
(+95.1%). At the end of March, the Velox (ADSL) share of total
fixed lines in service was 3.7%, (3.3% in 4Q04 and 1.9% in1Q04).

WIRELESS SERVICES

At the end of the quarter, Oi had 7,250 thousand customers
(+5.6% on Dec/04), with an estimated market share of 23.8% in
its region (Dec/04 - 23.5%). The customer mix comprised 85.9%
and 14.1% under prepaid and postpaid plans, respectively.

During the quarter, 353 thousand handsets were sold to our
distribution channels (4Q04 - 1,201 thousand). In the period,
714 thousand users were activated and 327 thousand were
disconnected, leading to net additions of 387 thousand customers
(4Q04 - 1,123 thousand and 1Q04 - 515 thousand), of which 18.5%
were under postpaid plans. Oi accounted for approximately 30.2%
of net additions in its region during 1Q05 (4Q04 - 35.8% and
1Q04 - 48.3%).

The average customer base totaled 7,056 thousand in 1Q05 (+12.0%
quarter-on-quarter and 70.0% year-on-year). With 327 thousand
disconnections during the quarter, the churn rate represented
4.6% of the average subscriber base (4Q04 - 5.5%). The wireless
penetration rate in Oi's Region was 30.5% in Mar/05, against
29.9% in Dec/04.

CONSOLIDATED RESULTS:

REVENUES

Consolidated gross revenues for the quarter reached R$ 5,637
million, down 5.9% from 4Q04, as a result of lower handset sales
- due to the strong seasonal sales in the fourth quarter - and
the lower number of business days, in addition to the exclusion
of the contact center revenues from the consolidated results for
the quarter. Had Contax revenues been excluded from the
consolidated figures for 4Q04, the reduction would have been
4.7%.

In comparison with 1Q04, gross revenues grew by 9.6%, due to
increased revenues from wireless and data transmission services,
in addition to the wireline tariff rises implemented in the
second quarter of 2004. Should the effect of the Contax spin-off
be excluded, the increase would be 10.2%.

Consolidated net revenues for the quarter amounted to R$ 4,004
million, decreasing by 6.2% from 4Q04 and increasing by 8.5% on
1Q04. The decrease in handset sales in 1Q05, combined with the
exclusion of contact center revenues, accounted for 70% of the
reduction in consolidated gross revenues quarter over quarter.

Wireline Services

Gross revenues from wireline services decreased by 2.3% on the
previous quarter and increased by 8.3% compared to 1Q04.

a) Local

- Local fixed-to-fixed (monthly subscription, pulse,
installation fee): R$ 2,332 million in the quarter, down 1.3%
from 4Q04 and up 11.2% from 1Q04.

- Monthly subscription fees amounted to R$ 1,634 million (+1.5%
from 4Q04), as the Nov/04 average tariff rise of 4.4% was fully
applied to the quarter. Compared to 1Q04, revenues increased by
15.4%, mainly due to the tariff adjustments introduced in 2004.

- Local traffic revenues (Pulses) reached R$ 660 million,
declining by 7.0% from 4Q04, as a result of the lower number of
business days (-4.8%), in addition to summer vacations, Carnival
and Easter holidays. When compared to 1Q04, revenues increased
by 3.9% on account of the tariff adjustment, partly offset by
the reduced traffic during the period, chiefly due to the
migration of customers from dialup to ADSL (Velox) access.

- Local fixed-to-mobile calls (VC1): these revenues amounted to
R$ 646 million, down 7.8% from the previous quarter due to
seasonal reasons. The 4.3% reduction compared to 1Q04 is
attributable to the lower volume of traffic in the period,
driven by the call restriction policy adopted for this segment.

Fixed-to-mobile call (VC) tariff adjustment, usually in
February, is still pending authorization by Anatel, although the
percentage rise for VC1 has already been determined (7.99%). Had
the adjustment been implemented in February, we estimate that
these revenues for the quarter would have been approximately R$
678 million, in line with the 1Q04 and 3.3% lower than 4Q04.

b) Long-distance

- Intra- and inter-regional, international: revenues were 1.5%
lower (-R$ 12 million) in the quarter, primarily due to the
traffic reduction (fewer business days), partly offset by the
Nov/04 tariff adjustment (5.2%) fully applied during the
quarter. When compared to 1Q04, the 12.5% growth (+R$ 88
million) was due to the change in LD prices, market share gains
in the inter-regional segment, and higher revenues from calls
placed from mobile lines (SMP).

- Fixed-to-mobile-calls (VC2/3): revenues remained stable in
comparison with the previous quarter. Compared to 1Q04, the 6.9%
decline was driven by the decreased traffic in the period. As
was the case with VC1 tariffs, VC2 and VC3 have not yet been
adjusted in 2005.

- Network usage: (interconnection) revenues decreased by 8.5% (-
R$ 25 million) from 4Q04, due to seasonal effects and the
rearrangement of local areas pursuant to Anatel's determination
by which calls that previously generated TU-RIU (tariff of
inter-state network usage) revenues now generate TURL (tariff of
local network usage) revenues. Changes with respect to 1Q04 (-
12.4%) were also driven by the rearrangement of local areas,
Telemar market share gains in the long-distance segment, and
expanded points of presence of other companies in our region.

- Data transmission services: revenues in the quarter declined
by 2.7% (-R$ 12 million) from 4Q04. This was mainly due to a
decrease in IP service revenues, due to a non-recurring
adjustment made in 4Q04 in connection with ICMS tax (+R$ 12
million) as well as reduced revenues from dedicated lines (-R$ 8
million). Such reductions were partly offset by the growth in
ADSL revenues in the period (+R$ 13 million), as well as package
switching/frame relay services (+R$ 3 million). Excluding the
nonrecurring adjustment in 4Q04, data revenue stayed stable in
1Q05.

When compared to 1Q04, these revenues grew by 24.3% (R$ 89
million), primarily driven by the increased ADSL revenues (R$ 69
million), and package switching/frame relay services (R$ 19
million). Data transmission services have consistently increased
in the past quarters, as shown in the following chart. The
reduction seen in 1Q05 is attributable to the non-recurring
adjustment previously mentioned.

- Public phone revenues decreased by 1.2% (-R$ 3 million) from
4Q04, but increased by 14.4% (+R$ 35 million) from 1Q04, chiefly
due to tariff adjustments implemented in the second half of
2004.

- Other services: revenues grew by 30.1% from the previous
quarter (R$ 16 million), on account of the growth in advanced
voice services (such as 0300/0800), which was mainly driven by
the interactive TV show Big Brother Brasil, broadcast during the
first three months of the year. Compared to 1Q04, the revenues
grew by 17.1%, again driven by "advanced voice" services
(+16.4%).

c) Wireless Services

Oi's gross revenues amounted to R$ 738 million in the quarter.
Service revenues (excluding handset sales) were R$ 587 million,
representing a 3.5% decline from 4Q04, as a result of decreased
revenues from network usage (-R$ 38 million). Remuneration for
wireless network usage in 4Q04 included nonrecurring adjustments
of R$ 39 million. Excluding such adjustments, service revenues
grew by 3.1% in the quarter, while the average subscriber base
increased by 12.0%.

Accordingly, the average revenue per user (ARPU) stood at R$
21.10 in 1Q05, down 10.2% from the previous quarter (R$ 23.50).
ARPU calculations do not consider long-distance calls placed by
our subscribers using the 31 long distance code.

Revenues from wireless data services totaled R$ 32 million,
unchanged from 4Q04, accounting for 5.5% of Oi's total service
revenues in the quarter. Net revenues from the sale of 353
thousand handsets in the quarter (-70.6% from 4Q04) amounted to
R$ 45 million (-75.9% from 4Q04).

On a consolidated basis, gross revenues from wireless services,
totaled R$ 504 million in the quarter, declining by 23.3% (-R$
153 million) when compared to 4Q04, primarily because of the
reduced sale of handsets (-R$ 170 million). Service revenues
grew by 4.1% in the quarter.

When compared to 1Q04, consolidated wireless revenues increased
by 35.6%, representing a 55.6% increase in service revenues and
a 22.8% decrease in handset sales.

Revenues from the usage of the wireless network in 1Q05 amounted
to R$ 61 million, after elimination of the R$ 155 million
relating to TMAR, which is unchanged from 4Q04.

d) Revenue Breakdown

Changes in the composition of consolidated gross revenues for
1Q05 compared to 1Q04 are shown in the following chart.
Noteworthy is the increased share of wireless services to 8.9%
and data to 8.0%, as well as the relative reduction in local
fixed-to-mobile calls to 11.5%, and network usage to 4.8%. The
small positive increase in fixed-to-fixed local (41.4%) and
long-distance calls (14.1%) should also be noted.

OPERATING COSTS AND EXPENSES:

Operating costs and expenses (ex-depreciation and amortization)
decreased by 8.4% (-R$ 214 million) from 4Q04 and increased by
13.6% from 1Q04. It should be stressed that the exclusion of
Contax figures from consolidated results - due to the spin-off
approved in Dec/04 - modifies the basis for comparison between
1Q05 and both 4Q04 and 1Q04.In particular, it causes a reduction
in personnel expenses and an increase in the third-party service
account (call center expenses, previously eliminated upon
consolidation).

When compared to 4Q04, the most significant reductions were SMP
handset costs (-R$ 221 million) and personnel expenses (-R$ 143
million), partly offset by the growth in third-party services
(+R$ 76 million, of which R$ 89 million relate to call center
expenses - Contax) and provision for doubtful accounts (+R$ 51
million).

With respect to 1Q04, the growth is mainly attributable to
third-party services and other operating expenses, partly offset
by the decline in personnel expenses and provision for doubtful
accounts.

- Interconnection: costs declined by 2.2% (R$ 14 million) from
4Q04, primarily due to the decreased fixed-to-mobile traffic
during the quarter. When compared to 1Q04, interconnection costs
increased by 5.2%, on account of the expanded long-distance
traffic of inter-regional calls and from mobile originated
calls, in addition to the full impact of the VU-M tariff
adjustment in February/04 (7.7%). The adjustment of wireless
network interconnection rates (VU-M), subject to negotiation
between wireline and wireless companies, is yet to be defined.

- Personnel expenses: decreased by 47.2% (R$ 143 million)
quarter-on-quarter, reflecting the 82.9% reduction in the number
of employees, chiefly due to the spin-off of Contax in Dec/04.
When Contax is excluded from the comparison, the number of
employees decreased by 12.0% from the previous quarter, while
personnel costs fell by 3.0% (-R$ 5 million). Non-recurring
employee severance expenses during the quarter amounted to
approximately R$ 21 million.

Compared to 1Q04, these expenses declined by 35.0% (mostly on
account of the spin-off), whereby the number of employees
decreased 78.3% ( -11.7%, ex-Contax).

- Handset costs and other (COGS): decreased by 71.3% compared to
4Q04, while the volume of handsets fell by 70.6%. Compared to
the same period of the previous year, the decrease in costs was
25.8%, while handset sales dropped by 17.1%.

- Third-party services: increased by 10.8% (+R$ 76 million) from
4Q04, mostly due to the inclusion of call center expenses (+R$
89 million), higher postage and billing (+R$ 18 million), plant
maintenance (+R$ 10 million) and electricity (+R$ 9 million)
expenses. On the other hand, advisory and legal counsel expenses
decreased by R$ 35 million in the quarter. Compared to 1Q04,
these costs increased by 50.1% (R$ 261 million), mainly due to
call center, plant maintenance, sales commissions, postage and
electricity expenses.

- Marketing expenses: grew by 36.1 % (+R$ 22 million) and 33.9%
(+R$ 21 million) from 4Q04 and 1Q04, respectively, mostly
because of the increase in the purchase of media space and
promotion expenses in connection with the World Summer Games,
Fashion Rio, launch of Oi Internet, among others. Marketing
expenses amounted to 2.1% as a proportion of the quarter net
revenues (4Q04-1.4%).

- Rental / Leasing / Insurance: increased by 4.1% (R$ 6 million)
in the quarter, due to the adjustment of right-of-way and post
rental agreements. Compared to 1Q04, the 21.6% rise is also due
to the higher number (+20%) of installed Radio Base Stations
(land/building rental).

- Provision for doubtful accounts - PDA: represented 2.8% of
gross consolidated revenues for the quarter (4Q04 - 1.8% and
1Q04 - 3.5%), in line with 2004 (2.6%). PDA amounted to 1.7% of
Oi's gross revenues for the quarter (4Q04 - 1.0% and 1Q04 -
4.2%), and 2.8% of TMAR's gross revenues (4Q04 - 1.8% and 1Q04 -
3.4%). The increase in PDA levels in the quarter compared to
4Q04 stems from the positive impact of recovered credits in 4Q04
(R$ 35 million), as well as from seasonal factors in the retail
segment. According to Associacao Comercial de Sao Paulo and
IPEA, delinquency levels in the retail segment increased by
approximately 60% in 1Q05 when compared to 4Q04.

- Other operating expenses (revenues): increased by R$ 12
million from the previous quarter, chiefly due to the fall in
recovered expenses (-R$ 212 million), offset by lower provisions
for contingencies (-R$200 million).

Compared to 1Q04, these expenses increased by R$ 56 million,
mostly on account of higher provisions for contingencies (+R$ 78
million).

EBITDA:

Consolidated EBITDA amounted to R$ 1,669 million, with a 41.7%
margin (4Q04 - 40.3%). EBITDA and quarterly margin were
retroactively adjusted to reflect the change in the accounting
criterion used to account for employees' profit sharing as from
4Q04. It should be also pointed out that from 1Q05 onwards,
consolidated EBITDA does not include Contax's results.

- TMAR's consolidated EBITDA was R$ 1,626 million (-3.3% from
4Q04). EBITDA margin stood at 40.6% (4Q04: 40.0%).

- Oi's EBITDA was R$ 118 million with a 20.8% margin (4Q04:
9.3%).

DEPRECIATION / AMORTIZATION:

Depreciation and amortization expenses added up to R$ 831
million, virtually unaltered from 4Q04 and 7.7% down from 1Q04.

EBIT:

EBIT for the quarter totaled R$ 837 million, down 16.9% from
4Q04. The R$ 170 million decline was primarily due to equity
adjustments in 4Q04 (revenues of R$ 116 million) - including
income tax benefits arising from investments made in the North
and Northeast regions of Brazil. Compared to 1Q04, EBIT grew by
14.1%, chiefly on account of lower depreciation and amortization
expenses, as well as higher EBITDA.

FINANCIAL RESULTS:

Net financial expenses amounted to R$ 385 million in 1Q05, R$30
million above 4Q04 figures and R$26 million below 1Q04 figures.
Financial revenues decreased by R$ 39 million compared to the
previous quarter, mostly due to reduced monetary restatement of
tax credits and discounts obtained ("other financial expenses").

Financial expenses declined by R$ 9 million from the previous
quarter. The main items are as follows:

(i) Interest on loans and financing were in line with the
previous quarter, reaching R$ 200 million;

(ii) Exchange results on loans and financing represented
expenses of R$ 209 million (a R$ 56 million increase in the
quarter), arising from:

   (a) Foreign exchange and monetary variation revenues of R$ 11
       million, due to exchange gains of R$ 31 million on
       foreign currency loans - compared to gains of R$ 418
       million in 4Q04 - and monetary variation expenses (R$ 20
       million);

   (b) Currency swap expenses of R$ 220 million, arising from
       gains of R$ 41 million from foreign exchange variations,
      (losses of R$ 300 million in 4Q04) and interest expenses,
       CDI-based, amounting to R$ 261 million (4Q04: R$ 270
       million).

(iii) Other financial expenses amounted to R$ 225 million,
declining by R$ 62 million from 4Q04, mainly because of the
decreased monetary restatement of provisions and other expenses.

NET INCOME:

Consolidated net income for the quarter totaled R$ 193 million
(4Q04 - R$ 293 million and 1Q04 - R$ 220 million), equal to R$
0.51 per share (US$ 0.19 per ADR). The 12.4% decrease compared
to 1Q04 is attributable to the fact that no interest on capital
was declared in 1Q05, thus increasing the income tax payable (in
1Q04, TNL and TMAR declared R$ 100 million and R$ 200 million,
respectively).

DEBT:

Consolidated gross debt, including swap contract results,
totaled R$ 11,172 million at the end of Mar/05, (-7.0% compared
to Dec/04). Of the total debt, 68% was denominated in foreign
currencies (74% in Mar/04). The cash position in Mar/05 reached
R$ 4,792 million (157% of the short-term debt).

Consolidated net debt at the end of Mar/05 amounted to R$ 6,380
million, which represented a reduction of R$ 162 million (-2.5%)
and R$ 2,008 million (-23.9%) compared to Dec/04 and Mar/04,
respectively.

It should be pointed out that since the inception of the Share
Buyback Program (Jun/04), R$433 million in shares have been
repurchased, on a consolidated basis. Of this total, R$ 84
million was repurchased in 1Q05.

During 1Q05, local currency loans amounted to R$ 3,574 million
(32.0% of total debt); consisting of R$ 2,037 million due to
BNDES, and R$ 1,278 million in local non-convertible debentures,
(maturing in 2006).

Foreign currency loans, in the amount of R$ 7,598 million -
including swap results of R$ 1,361 million - bear interest at
contractual average rates of 6.2% p.a. for transactions in U.S.
dollar, 1.5% p.a. in Japanese yen, and 11.1% p.a. for a basket
of currencies (BNDES). Approximately 73.3% of the foreign
currency loans were subject to floating interest rates.

Of the total foreign currency debt, 91.2% had some kind of
hedge, with 72.8% in foreign exchange swap transactions (54.8%
of which contracted through final maturity of the related
debts), and 18.4% in financial investments linked to exchange
variations.

Under exchange swap transactions, the exposure to foreign
currency fluctuations is transferred to local interest rates
(CDI). The average cost of swap transactions, at the end of the
quarter, was equal to 100.3% of CDI (which was 18.4% on average
in the quarter).

Amortizations added to nearly R$ 1,351 million in the quarter,
(R$ 894 million in principal and R$ 456 million in interest
expenses).

During 1Q05, funds owed by TMAR to TNL amounted to R$ 744
million.

CAPITAL EXPENDITURES:

During the quarter, Capex totaled R$ 455 million (11.4% of net
revenues), of which R$ 279 million was allocated to the wireline
and R$ 176 million to the wireless business.

CASH FLOW:

Consolidated cash flow from operations reached R$ 1,288 million
in the quarter (4Q04 - R$ 1,850 million and 1Q04 - R$ 912
million). The consolidated free cash flow after investing
activities amounted to R$ 691 million (4Q04 - R$ 898 million and
1Q04 - R$ 709 million). The 2.5% decrease compared to 1Q04 was
mainly due to the higher investments made in 1Q05 (+R$394
million).

Disbursements under the Share Buyback Program amounted to R$ 84
million in 1Q05 (4Q04 - R$ 140 million) and R$ 433 million since
Jun/04.

OTHER IMPORTANT EVENTS:

Interest on Capital - Fiscal Year 2005 (TNLP and TMAR)

On April 19, 2005, the Extraordinary Shareholders' Meetings of
Tele Norte Leste Participacoes (TNLP) and Telemar Norte Leste
(TMAR) approved the maximum limits for interest on capital (IOC)
to be declared by their respective Executive Boards during 2005,
in the amounts of R$ 400 million and R$ 1,000 million,
respectively.

    - TNLP: On April 29, 2005, Tele Norte Leste declared IOC in
      the amount of R$ 132.4 million corresponding to R$ 0.35
      (gross) per both common and preferred shares. TNLP shares
      are trading "ex-IOC" as of May 02, 2005.

    - TMAR: On that same date, TMAR declared JCP in the amount
      of R$ 299.8 million, equal to gross amount of R$ 1.19
      per common, R$ 1.31 preferred "A" (TMAR5) and R$ 1.19
      preferred "B" shares. TMAR shares are trading "ex-IOC" as
      of May 02, 2005.

TNLP - Dividends and Interest on Capital for Fiscal Year 2004

On April 25, 2005, TNLP started paying dividends, as approved by
the General Shareholders' Meeting held on April 12, 2005, for a
total of R$ 1 billion, or R$ 2.66 per both common and preferred
shares, based on shares outstanding on April 14, 2005.

Also on April 25,2005, TNLP started payment of interest on
capital declared on January 30, 2004, in the total amount of R$
100 million, or R$ 0.26 per common or preferred share, based on
the shares outstanding on the date of the declaration.

TMAR - Dividends and Interest on Capital for Fiscal Year 2004

On April 25, 2005, TMAR started payment of dividends approved by
the General Shareholders' Meeting held on April 12,2005, for a
total of R$ 590.4 million, corresponding to R$ 2.37 per common
share and R$ 2.61 per preferred "A" share (TMAR5), based on the
shares outstanding on April 14, 2005. Also on April 25, 2005,
TMAR started paying interest on capital declared in 2004,
totaling approximately R$ 759.6 million.

Share Buyback Program

During the quarter, share repurchases amounted to R$ 88 million
(with a R$ 84 million cash impact), being R$ 49 million
disbursed by TNLP to repurchase 1,087,500 shares (362,500 common
and 725,000 preferred shares) and R$ 39 million disbursed by
TMAR to repurchase 613,500 shares (8,000 common and 605,500
preferred shares).

Since its inception in Jun/04 to the end of Mar/05,
disbursements under the Share Buyback Program amounted to R$ 437
million. Of this total, R$ 296 million was disbursed by TNLP to
repurchase 6,272,550 shares (861,562 common and 5,410,988
preferred shares), and R$ 141 million by TMAR to repurchase
1,890,902 shares (113,181 common and 1,777,721 preferred
shares). The total amount of shares repurchased through Mar/05
by TMAR represent approximately 57% of the total authorized by
the Board of Directors.

It should be pointed out that TNLP temporarily closed its share
buyback program on 11/26/04. The program was reinstated on
01/26/2005 for a 90-day period ended in 04/26/2005. Under the
new program, the amount of shares repurchased was of 1,598,100
(R$ 71 million) corresponded to approximately 7% of the
authorized total.

Capital Increase by Subscription

The Board of Directors meeting held on April 12, 2005 approved a
capital increase of R$ 154 million, by incorporation of the
final balance of the Special Goodwill Reserve, corresponding to
the tax benefit earned by the Company from the goodwill
amortization in 2004, by issuing 3.9 million new shares (1.3
million common and 2.6 million preferred shares).

The capital increase amounts to 1.0345% and shares may be
subscribed to from April 25, 2005 through May 24, 2005 at the
prices of R$ 45.73 for the common shares and R$ 36.21 for the
preferred shares.

Status of Contax' Listing Process

In order to complete the spin-off of Contax announced in Dec/04,
the Company is preparing all information required to list at
Bovespa and establish an ADR Program for its preferred shares
(to be filed with the SEC). As soon as the Company completes the
registration process with Bovespa and the SEC, its shares and
ADR's will be distributed respectively to Tele Norte Leste's
shareholders and ADR holders, and the Contax shares and ADR's
will start being traded at Bovespa and the over-the-counter
market in the US.

New Agreements, Products and Services

Agreement with TAM

In March, TAM and Telemar closed an agreement to outsource the
airline data transmission and voice services in Brazil for five
years. The network comprises airports, Company-owned stores,
branches, administration centers and tam's Technology Center. Oi

Sem Limites - Mothers' Day Promotions

Under the "Oi Fale sem Limites" promotion, subscribers will be
allowed 1,000 minutes in local calls from Oi lines to any
wireline or wireless number and will also be entitled to free
fixed-to-fixed or fixed-to-Oi line calls, for a monthly fee of
R$ 299, subject to a minimum retention period of 24 months
(valid until July 31,2005).

Two more promotions were launched for mothers' day. When buying
a postpaid Oi plan above R$ 199, the customer receives another
Oi line installed under the Oi control plan, and receives a
monthly bonus for one year entitling them to place calls to any
wireline or Oi phone, subject to a minimum retention period of
24 months. The bonus is contingent on the timely payment of the
respective bills (valid until May 18,2005).

Fixed line customers can indicate a new prepaid plan client, who
receives a R$ 5 monthly bonus through the end of 2006, subject
to a minimum monthly recharge of R$ 20 (valid until June
15,2005).

Internet Provider Launched under the Oi Brand

The Telemar Group launched Oi Internet, which offers free dial-
up access in 283 cities throughout Brazil, providing customers
with local access to the web. In addition to free access, Oi
Internet customers enjoy a number of advantages, such as: blog
and photoblog, sending text messages (SMS) to Oi through the
dialer, 300 megabytes for unlimited e-mail accounts, among
others. Only one month after this launch, the provider already
had 400 thousand subscribers, achieving 40% of the target set
for the end of the year, of one million users.

Oi FM Radio

In January, Oi launched its FM radio station - Brazil's first
radio station tailored to listeners - in the Greater Belo
Horizonte area. Among other features, listeners will be able to
interact with the radio station, using services developed by Oi.
With this move, Oi intends to enhance the interaction between
its brand and the public.

Velox - Telemar Fixed Line

Velox and Telemar fixed line launched a promotion to further
increase Velox's customer base, comprised already of over 550
thousand subscribers. Under this promotion, Velox customers who
give leads on new subscribers will earn a R$ 25.00 bonus
(deducted from their fixed line bills) per subscriber.

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

Telemar is a subsidiary of Tele Norte Leste Participacoes S.A. -
one of the private companies formed after the restructuring and
privatization of the state telecommunications Company - which
operates fixed lines in Northern Brazil, serving a region
comprising 93 million inhabitants. The service area constitutes
64 percent of the country's territory and 40 percent of its
gross domestic product.

CONTACT: TNE - INVESTOR RELATIONS
         Mr. Roberto Terziani
         E-mail: terziani@telemar.com.br
         Phone: 55 21 3131 1208

         Mr.  Carlos Lacerda
         E-mail: carlosl@telemar.com.br
         Phone: 55 21 3131 1314
         Fax: 55 21 3131 1155
               1 646 284 9494
         Phone: 1-646-284-9416

         GLOBAL CONSULTING GROUP
         Mr. Kevin Kirkeby
         E-mail: kkirkeby@hfgcg.com
         Web site: www.telemar.com.br


UNIBANCO: Units Listed on Bovespa Index
---------------------------------------
Uniao de Bancos Brasileiros S.A. (Unibanco) announced that the
Unit, most liquid Unibanco asset, is now member of the Bovespa
Index (Ibovespa) with 0.984% weight in the index new portfolio.
The portfolio is effective from May 2005 to August 2005.

The Unit (Bovespa: UBBR11) is a certificate consisting of one
preferred share of Unibanco and one preferred share of Unibanco
Holdings. The Unit is also traded in the New York Stock exchange
as GDS (Global Depositary Share). Each GDS is equivalent to 5
Units.

The Bovespa Index, the main indicator of the Brazilian stock
market's average performance, reflects the variation of
Bovespa's most traded stocks. The stocks that integrate
Ibovespa's theoretical portfolio represent more than 80% of the
number of trades and the financial volume registered on
Bovespa's cash market.

CONTACT: UNIBANCO - Uniao de Bancos Brasileiros S.A.
         Investor Relations Area
         Ave. Eusebio Matoso, 891 - 15th floor - Sao Paulo, SP
         05423 -901- Brazil
         Tel.: (55 11) 3097-1980
         Fax: (55 11) 3813-6182
         E-mail: investor.relations@unibanco.com
         Web site: http://www.ir.unibanco.com



=====================
E L   S A L V A D O R
=====================

BANCO DE COMERCIO: Regulator Approves Scotiabank's Acquisition
--------------------------------------------------------------
Scotiabank's US$178 million acquisition of Banco de Comercio
(BanCo) was approved this week by the regulator in El Salvador.

The go-ahead from the Superintendencia del Sistema Financiero
completes Scotiabank's memorandum of understanding dated October
20, 2004, to purchase a majority of BanCo shares and merge
Scotiabank El Salvador with BanCo.

"This is a proud day for Scotiabank as we build on more than a
century of international experience," said Rick Waugh,
Scotiabank President and Chief Executive Officer. "Over the past
five years, our disciplined, proactive approach to acquisition
opportunities has helped us add to our existing franchises and
expand in high-growth markets like El Salvador."

Scotiabank is now the majority shareholder of the country's
fourth-largest bank, with nearly US$1.6 billion in assets and a
consolidated market share of more than 17 per cent. BanCo
branches are being re-branded Scotiabank El Salvador. Scotiabank
acquired more than 97 per cent of shares, at a rate of $27.75
per share.

"Scotiabank El Salvador will retain the strengths of BanCo,
while maintaining a name that will give our customers the
benefit of our global operations," said Jim Meek, the incoming
President of Scotiabank El Salvador. "For Scotiabank it is very
important to build on BanCo's 55 years of experience."

Scotiabank has been in El Salvador since 1997. Before the
merger, Scotiabank El Salvador was the fifth-largest bank in the
country, with 424 employees, 20 branches and 20 automated
banking machines (ABMs). BanCo has 1,600 employees, as well as
47 branches and 83 ABMs.

To this point, Scotiabank has centralized all commercial lending
in its main office in San Salvador. All of the Bank's other
branches are retail units, offering deposit services, money
transfers and retail credit products. Scotia Valores also
operates as a brokerage in El Salvador.

"Scotiabank El Salvador's talented and professional workforce is
the key to our continued success," said Mr. Meek. "We pride
ourselves on leveraging the best global sales and service
practices to retain and attract customers. Our core purpose is
to be the best at helping customers become financially better
off by providing relevant solutions to meet their unique needs."

BanCo offered personal, commercial and corporate products and
services and was also involved in the Salvadorian factoring,
leasing and remittance businesses.

"BanCo's exceptional range of products will be maintained, as
will its great capacity and tradition of customer service," said
Sergio Concha, the incoming General Manager of Scotiabank El
Salvador. "The culture of the people at BanCo will live on, as
it complements the culture at Scotiabank."

Scotiabank has been part of the Caribbean and Central America
region since 1889 when the Bank opened its first office in
Kingston, Jamaica. Some 116 years later, Scotiabank is the
leading bank in the region, with operations in 24 countries.

Scotiabank employs 8,197 people in the region and serves more
than two million customers. The Bank has 259 branches and
operates about 535 ABMs throughout the Caribbean and Central
America.

Scotiabank is one of North America's premier financial
institutions and Canada's most international bank. With
approximately 48,000 employees, Scotiabank Group and its
affiliates serve about 10 million customers in some 50 countries
around the world. Scotiabank offers a diverse range of products
and services including personal, commercial, corporate and
investment banking. With US$242 billion in assets (as at January
31, 2005), Scotiabank trades on the Toronto (BNS) and New York
(BNS) Stock Exchanges.

CONTACT:  SCOTIABANK
          Frank Switzer, Director of Public Affairs
          Tel: (416) 866-7238
          URL: www.scotiabank.com


BANCO DE COMERCIO: Fitch Withdraws Ratings After Buy
----------------------------------------------------
Fitch Ratings has withdrawn Banco de Comercio's (BanCo) 'BB+'
long-term foreign currency, 'B' short-term foreign currency, 'D'
individual, '5' support, and 'AA-(slv)' long-term national and
'F1+(slv)' short-term national ratings. This action follows the
legal completion of the integration of BanCo into Scotiabank El
Salvador.

On Oct. 22, 2004, Canada's Bank of Nova Scotia (BNS) and BanCo
announced the signing of a memorandum of understanding that led
to the merger of BanCo into Scotiabank El Salvador on May 2,
2005. Previously, in December 2004, BNS had acquired 98% of
BanCo's shares in the local stock exchange through a public
tender offer. As per local regulations that prohibit a single
shareholder from owning two banks, the final settlement of the
transaction (around $180 million) was postponed until the merger
of BanCo into Scotiabank El Salvador took place. This merger
created the fourth largest bank in the country (around 15% asset
market share) while reducing the significant gap in terms of
size with the three dominant banks in the market.

BNS has had a presence in El Salvador, through Scotiabank El
Salvador, since 1997, offering a range of services to corporates
and individuals, although its main focus is the consumer and
mortgage market. The conclusion of this transaction represents a
substantial increase in BNS' commitment to El Salvador.
Established in 1949, BanCo was the fourth-largest bank in the
Salvadorian financial system, with an 11% asset market share at
the end of 2004. BanCo traditionally served the corporate
market, although in recent years, it had expanded into consumer
and mortgage lending. The bank managed some subsidiaries
involved in securities brokerage, credit card administration,
factoring and leasing, and remittances.

BNS is the third largest of the five dominant Canadian banks and
has one of the largest market capitalizations among publicly
traded Canadian companies. Offering a full range of financial
services to Canadian customers through about 1,000 branches and
2,200 ATMs, BNS is the most internationally diverse of the major
Canadian banks, operating in about 50 countries through over 700
international offices, including a long-standing indigenous
retail banking presence in the Caribbean and in Central American
countries.


* EL SALVADOR: Hopes to Improve Economy With $100M Loan
-------------------------------------------------------
El Salvador and the Inter-American Development Bank signed
Monday the contract of a $100 million fast-disbursing loan in
support of reforms to increase the Salvadoran economy's
competitiveness.

El Salvador's ambassador to the United States, Rene A. Leon, and
IDB President Enrique V. Iglesias signed the loan in a ceremony
held at the Bank's headquarters in Washington, DC.

The IDB resources will assist El Salvador in its efforts to
maintain macroeconomic stability, improve its business climate
and carry out growth-boosting reforms. The government also seeks
to create conditions that will enable local businesses to take
full advantage of opportunities generated by regional
integration and trade liberalization.

Among other goals, these measures seek to improve the efficiency
and quality of maritime and air transport services and
regulatory frameworks, raise the quality and expand the coverage
of vocational education and job training services offered by the
private and the public sectors, enable the development and
adaptation of technologies and innovations, and establish legal
frameworks against abusive and anticompetitive conducts in
markets.

Reforms are expected to clear obstacles that hinder output,
inflate the cost of resources and limit market access and the
productivity of economic factors. Export diversification will
help reduce the Salvadoran economy's vulnerability to external
shocks.

Over the past decade the IDB has supported projects to improve
El Salvador's transport infrastructure and electricity services,
strengthen its financial sector and modernize its public sector.
It has also financed programs to raise productivity and expand
access to credit for micro, small and medium-size enterprises.



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

BANSI: Ratings Reflect Size in the Mexican Financial System
-----------------------------------------------------------

Rationale

The ratings assigned to Bansi S.A. (Bansi) consider the small
size of the bank in the Mexican financial system as well as
strong concentration of the business within a small client base,
which includes related parties and the lack of geographical
diversification. The ratings are supported by the general
improvement of credit risk management, adequate profitability
and capitalization levels, and management's ample knowledge of
its market.

Bansi is categorized as a small bank within the Mexican banking
system, as it holds a small market share of 0.2% in terms of
loans. The bank operates basically in the State of Jalisco, a
competitive disadvantage given the geographic diversification of
stronger peers. In fact, despite the bank's efforts to penetrate
Mexico City's market, growth has remained shadowed by the strong
presence and long-term relationship that other banks have built
with their customers. In this sense, Standard & Poor's Ratings
Services expects Bansi to remain concentrated in the State of
Jalisco.

We consider the bank's concentration within a small client base
one of the major risks. In this context, the default of a single
customer has a significant impact on asset quality indicators.
Related parties-while within regulatory limits-are also an
important component of Bansi's loan portfolio, some of which
have already been problematic, and have been restructured,
further enlarging asset quality concerns.

After a period of continued problem loans, the bank focused on
improving credit risk policies and enforcing collection
procedures, sacrificing loan growth. The application of these
measures has been successful and asset quality deterioration has
been contained. At March 2005, past-due loans represented 1.5%
of total loans, due to both the decrease of nonperforming loans
(NPLs) and the rebound of lending activities. Reserve coverage
stands at 4.3x, an adequate level considering the inherent risks
of the loan portfolio.

The rebound in lending activities started in 2003, together with
the increase of noninterest income, has resulted in the recovery
of profitability levels. Trading gains represented a good source
of revenues during first-quarter 2005; however, the volatile
nature of these revenues could result in volatile bottom-line
results. Efficiency is considered an area of opportunity for the
bank, since noninterest expense to recurring revenues is still
high (60% of revenues) considering that Bansi's branch
distribution network is limited and is focused on electronic
distribution. At March 2005, profitability stands at 2.4%. An
adjusted equity-to-assets ratio of 21% is considered adequate,
viewed from the context of asset concentrations.

Although the bank's activities are limited in comparison to
those of larger banks, they have been consistently well-focused
on a market niche of small and middle-market companies and high-
income individuals, helping its market penetration. Management's
knowledge, experience, and business contacts in the area have
helped Bansi increase its customer base.

Outlook

Like other banks in the system, Bansi faces a difficult
operating environment, characterized by strong competition from
larger players. Although the bank has followed prudent risk
management strategies, a decrease of single-customer exposures
and the reduction of related party lending would be welcome.
Management faces important challenges, such as maintaining NPLs
and reducing operating costs while increasing its loans and
deposit base. The bank's performance is not expected to change
significantly going forward.

PRIMARY CREDIT ANALYST: Angelica Bala, Mexico City
(52) 55-5081-4405; angelica_bala@standardandpoors.com

SECONDARY CREDIT ANALYST: Francisco Suarez, Mexico City
(52) 55-5081-4474; francisco_suarez@standardandpoors.com


DIRECTV GROUP: Strong Demand Helps Cut Net Loss to $96M in 1Q05
---------------------------------------------------------------
The DIRECTV Group, Inc. (NYSE:DTV) reported Monday that first
quarter revenues increased 26% to $3.15 billion and operating
profit before depreciation and amortization(1) grew 77% to $158
million compared to last year's first quarter. The DIRECTV Group
reported a first quarter 2005 operating loss of $54 million and
net loss of $41 million compared with an operating loss of $96
million and a net loss of $639 million in the same period last
year.

"The strong demand for DIRECTV U.S.' service throughout the
country continued in the first quarter leading to first quarter
records for both gross and net subscriber additions of 1.14
million and 505 thousand, respectively," said Chase Carey,
president and CEO of The DIRECTV Group, Inc. "In addition,
DIRECTV U.S.' 35% revenue growth and 48% increase in operating
profit before depreciation and amortization demonstrate that
we're beginning to see the benefits from our improved operating
performance including efficiencies gained in the former NRTC
territories. Although these results reflect steady progress in
key operating areas such as churn, upgrade and retention
marketing and subscriber acquisition costs, we still have much
to accomplish as we continue to drive profitable growth."

Carey concluded, "We are moving quickly to enhance our service
and in the coming months we will have launched three new
satellites that will greatly expand our capacity and enable us
to introduce an array of compelling new programming services,
including additional local channels in high-definition format.
We will roll out our new interactive digital video recorder in
the summer, followed shortly thereafter by the launch of a suite
of enhanced new services for our exclusive NFL SUNDAY TICKET(TM)
package. Additionally, around the end of the year we will
introduce the DIRECTV Home Media Center. We believe that the
enhancements we are making to our service, coupled with our
ongoing efforts to further improve DIRECTV's industry-leading
customer service, will bring us closer to our goal of making
DIRECTV the best television experience in the world."

First Quarter Review

Operational Review. In the first quarter of 2005, The DIRECTV
Group's revenues of $3.15 billion increased 26% compared to the
first quarter of 2004 driven principally by strong DIRECTV U.S.
subscriber growth, the consolidation of the full economics of
the former NRTC and Pegasus subscribers (acquired in the third
quarter of 2004), and strong average monthly revenue per
subscriber (ARPU) growth. These changes were partially offset by
the absence of DIRECTV(R) set-top receiver revenues at Hughes
Network Systems (HNS) due to the sale of the set-top box
manufacturing operations in June 2004.

The improved operating profit before depreciation and
amortization of $158 million was primarily due to the increase
in gross profit generated from higher revenues at DIRECTV U.S.
and a $33 million higher pre-tax charge in the first quarter of
2004 for severance, related pension costs and retention benefit
expenses. These changes were partially offset by increased
subscriber acquisition costs primarily related to the first
quarter record gross subscriber additions and higher upgrade and
retention costs at DIRECTV U.S. Also impacting the comparison
was a larger loss at HNS primarily related to charges associated
with the sale of the remaining HNS assets completed on April 22,
2005.

The smaller operating loss of $54 million was due to the higher
operating profit before depreciation and amortization discussed
above, the absence of depreciation at HNS due to its sale and
lower depreciation at DIRECTV Latin America principally
reflecting the effects of a fourth quarter 2004 write-down of
assets in Mexico. These improvements were partially offset by
higher amortization expense at DIRECTV U.S. resulting from
intangible assets recorded as part of the NRTC and Pegasus
transactions, which were completed in the third quarter of 2004.

The net loss of $41 million in the first quarter of 2005 was
smaller primarily due to several non-cash after-tax charges
included in the 2004 results: $479 million related to the sale
of PanAmSat (reflected in "Loss from discontinued operations,
net of taxes"); $311 million resulting from a change in The
DIRECTV Group's method of accounting for subscriber acquisition,
upgrade and retention costs (reflected in "Cumulative effect of
accounting change, net of taxes"); and $63 million for the early
retirement of PanAmSat's PAS-6 backup satellite due to a failure
in its power system (also reflected in "Loss from discontinued
operations, net of taxes.") Also favorably impacting the
comparison was an income tax benefit resulting from the loss
from continuing operations in the first quarter of 2005, as well
as from the smaller operating loss discussed above. These
changes were partially offset by a first quarter 2004 pre-tax
gain of $387 million related to the sale of approximately 19
million shares of XM Satellite Radio as well as a $45 million
pre-tax gain that primarily resulted from the restructuring of
certain contracts in connection with the February 2004
completion of DIRECTV Latin America, LLC bankruptcy proceedings.

SEGMENT FINANCIAL REVIEW

DIRECTV U.S. Segment

Beginning in the fourth quarter of 2004, DIRECTV U.S. reports
its current and prior period subscribers and churn on a total
platform basis and no longer separately reports subscribers and
churn for the former NRTC and Pegasus territories. These changes
resulted from DIRECTV U.S.' purchase of 1.4 million Pegasus and
NRTC member subscribers and certain related assets in the third
quarter of 2004

First Quarter Review

DIRECTV U.S. gross subscriber additions increased by 20% to a
first quarter record of 1,137,000 due in part to improved local
and international programming, as well as improved distribution
mostly through the telephone Company partnerships and in the
former NRTC territories. After accounting for average monthly
churn of 1.49% in the period, DIRECTV U.S. added 505,000 net
subscribers in the quarter, an increase of 21% over the same
period last year. As of March 31, 2005, the total number of
DIRECTV platform subscribers increased 14% to 14.45 million
compared to the 12.63 million platform subscribers as of March
31, 2004.

DIRECTV U.S. generated quarterly revenues of $2.80 billion, an
increase of 35% compared to last year's first quarter revenues.
The increase was primarily due to continued strong subscriber
growth, the consolidation of the full economics of the former
NRTC and Pegasus subscribers and higher ARPU. ARPU increased
3.5% to $65.78 principally due to programming package price
increases, higher mirroring fees from an increase in the average
number of set-top receivers per customer and an increase in the
percentage of customers subscribing to local channels. These
ARPU improvements were partially offset by the impact from the
consolidation of the former NRTC and Pegasus subscribers,
primarily due to the lower ARPU received from these subscribers.
The consolidation of the former NRTC and Pegasus subscribers
negatively impacted ARPU by approximately $2.75. Excluding this
negative impact, ARPU would have increased by about 8%.

The first quarter 2005 increase in operating profit before
depreciation and amortization to $216 million and operating
profit to $38 million was primarily due to the increase in gross
profit generated from the higher revenues. This improvement was
partially offset by increased subscriber acquisition costs
principally related to the record first quarter gross subscriber
additions. Also impacting the quarter were higher upgrade and
retention expenses mostly due to an increase in the number of
existing customers taking Digital Video Recorders (DVRs), the
mover's program, as well as high-definition and local channel
equipment upgrades. In addition, operating profit was negatively
impacted by higher amortization expense resulting from
intangible assets recorded as part of the NRTC and Pegasus
transactions.

DIRECTV Latin America Segment

On October 11, 2004, The DIRECTV Group announced a series of
transactions with News Corporation, Grupo Televisa, Globo and
Liberty Media that are designed to strengthen the operating and
financial performance of DIRECTV Latin America by combining the
two Direct-To-Home (DTH) platforms into a single platform in
each of the major territories served in the region. In
aggregate, The DIRECTV Group is paying approximately $580
million in cash for the News Corporation and Liberty Media
equity stakes in the Sky platforms, of which approximately $398
million was paid in October 2004 with the remaining amount
expected to be paid in 2006.

Specifically, in Brazil, DIRECTV Brasil and Sky Brasil have
agreed to merge, with DIRECTV Brasil customers migrating to the
Sky Brasil platform. The transactions in Brazil are subject to
local regulatory approval, which has not yet been granted. In
Mexico, DIRECTV Latin America's local affiliate is in the
process of closing its operations and migrating its subscribers
to Sky Mexico. Since the transactions were announced, 103,000
subscribers have been migrated to Sky Mexico, including 68,000
in the first quarter. DIRECTV Latin America's affiliate in
Mexico had approximately 97,000 subscribers remaining at the end
of the first quarter. In the rest of the region, The DIRECTV
Group effectively acquired Sky Multi-Country Partners' DTH
satellite platforms in Colombia and Chile, resulting in the
addition of approximately 89,000 subscribers in 2004. DIRECTV
Latin America intends to migrate these subscribers to the
DIRECTV Latin America platform in 2005. However, the transaction
in Colombia is subject to local regulatory approval.

First Quarter Review

In the first quarter of 2005, excluding Mexico, DIRECTV Latin
America added 29,000 net subscribers principally in Venezuela
and Argentina due to the recent introduction of more competitive
programming package offerings. The total number of DIRECTV
subscribers in Latin America as of March 31, 2005, including the
remaining subscribers in Mexico, was 1.57 million compared with
1.53 million as of March 31, 2004.

Revenues for DIRECTV Latin America increased 14% to $184 million
in the quarter primarily due to the larger subscriber base and
the consolidation of Sky Chile and Sky Colombia, partially
offset by lower revenues due to the ongoing shutdown of DIRECTV
Latin America's Mexico operations. The improvements in DIRECTV
Latin America's first quarter 2005 operating profit before
depreciation and amortization to $23 million and operating loss
to $14 million were primarily attributed to the gross profit
generated from the higher revenues discussed above. The smaller
operating loss was also due to the reduction of depreciation
principally reflecting the effect of a fourth quarter 2004
write-down of assets in Mexico.

Network Systems Segment

In April 2005, The DIRECTV Group completed the previously
announced sale of substantially all of the remaining assets of
HNS to a new entity that is jointly owned by SkyTerra
Communications, Inc. and The DIRECTV Group. SkyTerra is an
affiliate of Apollo Management, L.P., a New York-based private
equity firm. The DIRECTV Group received $246 million in cash at
the close of the transaction and 300,000 shares of SkyTerra
common stock, currently valued at about $12 million.

In the second quarter of 2004, The DIRECTV Group entered into an
agreement with Thomson Inc. for a long-term supply and
development agreement which included the sale of HNS' set-top
box manufacturing operations to Thomson.

First Quarter Review

First quarter 2005 revenue declined to $166 million principally
due to the sale in 2004 of the HNS set-top box operations to
Thomson as discussed above. The operating loss before
depreciation and amortization and operating loss were mostly due
to charges associated with the sale of the remaining HNS assets
and reflecting the sale of the set-top box business. Due to the
sale of HNS, beginning in December 2004, depreciation is no
longer recorded at the Network Systems Segment. As a result, the
$53 million operating loss before depreciation and amortization
is equivalent to the operating loss. The DIRECTV Group expects
to take additional pension and severance related charges of up
to $30 million in the remainder of 2005 and may incur further
charges for post-closing adjustments that cannot be determined
at this time.

In the first quarter of 2005, The DIRECTV Group had negative
free cash flow(2) of $202 million mostly due to capital
expenditures in the quarter. To better conform to industry
convention and improve visibility on operating performance,
beginning in the first quarter of 2005, DIRECTV defines free
cash flow as "Net Cash Provided by (Used in) Operating
Activities" less capital expenditures which consists of
"Expenditures for property" and "Expenditures for satellites."
The DIRECTV Group's consolidated cash and short term investment
balance decreased by $152 million to $2.68 billion and total
debt declined by $10 million to $2.42 billion compared to the
December 31, 2004 balances due to the negative free cash flow
discussed above and $32 million used in financing activities
primarily for the repayment of debt and other obligations,
partially offset by $79 million of cash received from the sale
of an equity investment.

In April 2005, DIRECTV U.S. entered into a new senior secured
credit facility. The new facility consists of a $500 million
undrawn six-year revolving credit facility, a $500 million six-
year Term Loan A and a $1.5 billion eight-year Term Loan B, both
of which are fully funded. The interest rate on each of the term
loans is currently LIBOR plus 1.50% per annum. The proceeds of
the term loans were used to repay an existing $1.0 billion
senior secured loan and to pay related financing costs. The
remaining proceeds are available for working capital or other
requirements.

In addition, DIRECTV U.S. intends to redeem $490 million, plus
interest and a redemption premium, of its senior notes on May
19, 2005. As a result of these transactions, DIRECTV expects to
record a pre-tax charge of approximately $56 million in the
second quarter of 2005 related to the premium paid for the
redemption of the senior notes and the write-off of deferred
debt issuance costs.

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

CONTACT: The DIRECTV Group, Inc.
         Media Contact
         Mr. Bob Marsocci
         Phone: 310-964-4656
         Investor Relations
         Phone: 212-462-5200


GRUPO ELEKTRA: Mulls NYSE Voluntary Delisting
---------------------------------------------
Grupo Elektra S.A. de C.V., Latin America's leading specialty
retailer, consumer finance and banking and financial services
Company, announced Monday that it will submit to the
consideration of an extraordinary shareholders meeting the
convenience to continue with its Global Depository Shares(GDSs)
program in the United States with shares listed in the New York
Stock Exchange (NYSE).

The Company considers that renowned cases of regulatory default
in recent months, such as Worldcom, Enron, Adelphia, Parmalat,
etc. created an over-regulation in the stock exchanges of the
United States. Through this, issuers have had to distract time
and resources to comply with an excessive regulation, which have
been taken away from an efficient management of the business.

For foreign issuers in stock exchanges of the United States,
over-regulation considerably increases current costs and
expenses, along with legal risks, and the attached benefits are
very questionable. As a result of this, the shareholders meeting
of Grupo Elektra will consider the impact of the costs upon its
business, as well as the current and future benefits of its GDSs
program.

If the shareholders meeting results in the decision to terminate
the GDSs program, the Company would disclose it to investors and
would send a communication of this decision to Bank of New York
(BONY). In terms of section 6.02 of the Deposit Agreement signed
with BONY, the Company can choose to terminate it. This contract
can be accessed in documents filed by the Company with the
Securities & Exchange Commission (SEC). Such termination would
be notified to GDS's holders 30 days in advance to its
termination.

If the shareholders meeting decides to terminate the GDSs
program:

a) the Company would immediately communicate this decision to
both BONY and NYSE;

b) BONY would communicate it to holders of GDSs;

c) the Company would proceed to modify its F-6 format (GDSs
Registry), reducing the issuance of GDSs to zero; and

d) the Company would file its amended F-6 form with the SEC.

Given the case, the market of GDSs would continue during the
next 30 days after the termination of the Deposit Agreement.
During that period, GDS's holders could continue to exchange
them for common shares listed in the Mexican Stock Exchange
(BMV).

Once the Deposit Agreement is terminated, the NYSE should
suspend the market for the exchange of GDSs, should notify the
SEC about the termination of the program, and the SEC should
request a delisting of the GDSs in the NYSE. In case that the
delisting from the NYSE were to happen, the SEC would make it
public.

In that case, GDS's holders would have two options during the
period of time determined by the shareholders meeting:

1) Give instructions to BONY to exchange its GDSs into common
shares, or

2) exchange their GDSs into common shares and sell those in the
Mexican market.

If there are less than 300 holders who are residents of the
United States, the Company could ask the SEC to cancel the
registry of the GDSs. In that case, the reporting obligations
and other regulatory issues applicable to US stock exchanges
would cease to apply to the Company. We must highlight that the
registry with the SEC and the listing with the NYSE are two
independent acts, and as such, in case of an eventual delisting
from the NYSE, the Company would continue complying with its
reporting obligations towards the SEC, for as long as its
registry with this authority is maintained.

The market for shares in Mexico and the United States will
remain in place until the shareholders meeting decides about it.

If the shareholders meeting decides not to terminate the GDSs
program, the Company would maintain its outstanding stock in the
US market as it is today, and GDS's holders would maintain the
same rights they currently possess.

In any case, the Company will timely disclose to investors the
relevant events that take place.

About Grupo Elektra

Grupo Elektra ("The Company"; BMV: ELEKTRA*; NYSE: EKT; Latibex:
XEKT) is Latin America's leading specialty retailer, consumer
finance and banking services Company. Grupo Elektra sells retail
goods and services through its Elektra, Salinas y Rocha, Bodega
de Remates and Elektricity stores and over the Internet. The
Group operates 947 stores in Mexico, Guatemala, Honduras and
Peru. Grupo Elektra also sells and markets its consumer finance,
banking and financial products and services through its Banco
Azteca branches located within its stores and in other channels.
Banking and financial services include consumer credit, personal
loans, money transfers, extended warranties, savings accounts,
term deposits, pension-fund management and insurance.

CONTACT: Investor and Press Inquiries:
         Mr. Esteban Galindez, CFA
         Director of Finance & IR
         Grupo Elektra, S.A. de C.V.
         Phone: +52-(55)-8582-7819
         Fax: +52-(55)-8582-7822
         e-mail: egalindez@elektra.com.mx


GRUPO IUSACELL: Results Threaten Ability as a Going Concern
-----------------------------------------------------------
    REPORT OF INDEPENDENT ACCOUNTANTS

     To the Stockholders and Board of Directors of
     Grupo Iusacell, S.A. de C.V.
     (Subsidiary of Movil Access, S.A. de C.V.)

We have audited the consolidated balance sheet of Grupo
Iusacell, S.A. de C.V. and subsidiaries (the Company), as of
December 31, 2004, and the related consolidated statements of
income, of changes in stockholders' equity and of changes in
financial position for the year then ended. These financial
statements are the responsibility of the Company's management.
Our responsibility is to express an opinion on these financial
statements based on our audit.

The consolidated financial statements as of December 31, 2003,
and for the years ended December 31, 2003 and 2002, presented
for comparison purposes only, were audited by other independent
accountants, whose report dated March 26, 2004, and for certain
information April 19, 2004, expressed an unqualified opinion on
those statements, and included explanatory paragraphs describing
the following matters: 1) The Company adopted, in 2003,
Statement C-8 "Intangible Assets" issued by the Mexican
Institute of Public Accountants, with the effects described in
Note 4n. to the consolidated financial statements; 2) The
Company incurred in certain events of default related to its
debt originally issued at long-term, which entitled the
creditors with the right to request the immediate payment of the
principal and interest; also, one subsidiary of the Company was
sued before a New York Court. Under these circumstances, the
Company classified its debt, originally issued at long- term, as
short-term liabilities, and as a result, current liabilities
exceeded current assets by Ps.10,300.9 millions (constant
Mexican pesos of December 31, 2004); 3) The Company reported
accumulated losses representing more than two thirds of its
capital stock, which, in accordance with Mexican law is a cause
of dissolution, and could be among the assumptions provided by
the Concurso Mercantil Law in Mexico and; 4) The circumstances
described in numerals 2) and 3) above, raise substantial doubt
about the Company's ability to continue as a going concern. The
consolidated financial statements did not include any
adjustments related to the recoverability and classification of
the amounts recorded as assets, and the amounts and
classification of liabilities, deemed necessary in the event the
Company could not continue operating as a going concern.

We conducted our audit in accordance with auditing standards
generally accepted in Mexico. Those standards require that we
plan and perform the audit to obtain reasonable assurance about
whether the financial statements are free of material
misstatement, and have been prepared in conformity with
accounting principles generally accepted in Mexico. An audit
includes examining, on a test basis, evidence supporting the
amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating
the overall financial statements presentation. We believe that
our audit provides a reasonable basis for our opinion.

a) As more fully discussed in Notes 2 and 10 to the acCompanying
consolidated financial statements, the Company has incurred in
events of default under the agreements and/or instruments
governing the loans which conform the Company's debt. Such
events relate, mainly, to the failure in the payment of the
principal and the corresponding interest, to technical defaults
and non compliance of financial ratios, and to the change of
control of the Company that occurred when the former
shareholders, Verizon Communications, Inc. (Verizon) and
Vodafone Group Plc. (Vodafone), sold the majority equity shares
to Movil Access, S.A. de C.V., as well as other defaults
detailed in such notes. These defaults entitled the creditors of
most of the Company's debt to request the immediate payment of
principal and corresponding accessories, in accordance with the
executed agreements. As a result of the above, and in conformity
with accounting principles generally accepted in Mexico, long-
term debt, as described in Note 10 to the consolidated financial
statements, has been classified as short-term and, consequently,
as of December 31, 2004, current liabilities exceed current
assets by Ps.11,068.6 million approximately. On January 14,
2004, a group of holders of the Secured Senior Notes Due 2004,
issued by the Company's main subsidiary, filed a lawsuit in a
New York Court against that subsidiary, for the immediate
payment of principal and interest; the lawsuit includes other
aspects also described in Notes 2 and 10 to the consolidated
financial statements.

b) The Company has incurred accumulated losses as of December
31, 2004, which have originated the total loss of the Company's
capital stock, and a deficit in its stockholders' equity at that
date. The loss of capital stock, in accordance with Mexican
General Corporate Law, is cause of a possible dissolution of the
Company; furthermore, the Company might be instituted in a
reorganization proceeding under the Concurso Mercantil Law in
Mexico.

These circumstances, in addition to the description in paragraph
a) above, raise substantial doubt about the Company's ability to
continue as a going concern, which will depend, among other
factors, on its debt restructure and/or, as the case may be, on
obtaining or generating the additional resources necessary to
settle its obligations and to cover its operating needs. The
acCompanying consolidated financial statements, due to the
reasons described in Note 4a. to such financial statements, have
been prepared considering that the Company will continue as a
going concern and, in consequence, do not include any
adjustments related to the recoverability and classification of
the amounts recorded as assets, and the amounts and
classification of the liabilities, which might be deemed
necessary in the event the Company would enter a liquidation
process.

c) In accordance with Note 4o. to the consolidated financial
statements, beginning in 2004, the Company adopted Statement C-
15 "Impairment of the Value of Long-Lived Assets and Disposal",
issued by the Mexican Institute of Public Accountants in order
to value such assets.

In our opinion, the financial statements referred to in the
first paragraph present fairly, in all material respects, the
consolidated financial position of Grupo Iusacell, S.A. de C.V.
and subsidiaries as of December 31, 2004, and the consolidated
results of its operations, changes in its consolidated
stockholders' equity (deficit), and changes in its consolidated
financial position for the year then ended, in conformity with
accounting principles generally accepted in Mexico.

     Despacho Freyssinier Morin, S.C.

     CPC Jorge E. Santibanez Fajardo
     Partner

     Mexico City, Mexico
     March 21, 2005

Grupo Iusacell, S.A. de C.V. (Iusacell, NYSE and BMV: CEL) is a
wireless cellular and PCS service provider in Mexico
encompassing a total of approximately 92 million POPs,
representing approximately 90% of the country's total
population. Independent of the negotiations towards the
restructuring of its debt, Iusacell reinforces its commitment
with customers, employees and suppliers and guarantees the
highest quality standards in its daily operations offering more
and better voice communication and data services through state-
of-the-art technology, such as its new 3G network, throughout
all of the regions in which it operate.

CONTACT:  GRUPO IUSACELL, S.A. DE C.V.
          Jose Luis Riera K., CFO
          Tel: +011-5255-5109- 5927

          J.Victor Ferrer, Finance Manager
          Tel: +011-5255-5109-5927
          E-mail: vferrer@iusacell.com.mx


INDUSTRIAS UNIDAS: Ratings Reflect Industry Cycle
-------------------------------------------------
ISSUER CREDIT RATING
  Corporate Credit Rating:  B+/Negative/--

Major Rating Factors

Strengths:
    * Leading market positions in Mexico and the U.S.
    * Product mix
    * Some geographic diversification

Weaknesses:
    * Cyclicality of the construction industry
    * High leverage
    * Competitive pressure on core products and markets
    * Tight liquidity
    * Low operational margins

Rationale

The ratings assigned to IUSA reflect the inherent cyclicality of
the construction industry, the Company's high leverage,
competitive pressure on core products and markets, historical
tight liquidity, and low although improving operational margins.
These factors are partially offset by the Company's leading
market positions in Mexico and the U.S., product mix, and some
geographic diversification in the manufacturing and distribution
of copper tubing, copper-alloy products, valves, controls, watt-
hour meters, wire and cable, and electrical devices.

IUSA is one of Mexico's largest diversified industrial
companies, offering a large variety of products through
integrated manufacturing and distribution operations located
principally in Mexico and the U.S. The Company's operations are
conducted by seven principal business groups: copper tubing,
wire and cable, copper alloys, electrical products, watt-hour
meters, valves and controls, and diversified assets group.

Financial performance during the year ended Dec. 31, 2004,
reflects more favorable market conditions in Mexico and the U.S.
that have allowed IUSA to improve its key financial measures.
The 58% increase in EBITDA during the past 12 months versus the
EBITDA posted in 2003 offsets the 25% increase in total debt
between December 2003 and December 2004. The debt increase
reflects the increased working capital needs and capital
expenditures requirements. The increase in working capital needs
resulted mainly from higher prices on commodity raw materials.
By year-end 2004, the Company posted EBITDA interest coverage,
total debt/EBITDA, and FFO/total debt ratios of 3.9x, 3.7x, and
15.9%, respectively, which compare favorably to the 2.6x, 4.8x,
and 7.9% posted during 2003. The improvement in the above-
mentioned ratios came from a combination of improved margins due
to a better price environment on almost all business segments
(specially at the copper tubing ex-fittings and wire and cable
divisions, with 46% and 43% price increases, respectively);
slightly higher volumes; and a slight SG&A reduction on all
units except the tubes and wires division.

Liquidity

IUSA's liquidity is tight. As of Dec. 31, 2004, the Company had
about $32 million in unrestricted cash and equivalents, which
compares unfavorably to debt maturities of $130 million during
2005. In addition, the Company's free operating cash flow
generation is weak, as evidenced by the negative free operating
cash flow posted in 2004, which highlights the need to obtain
long-term financing to improve the Company's debt maturity
schedule to reduce its refinancing risk and to free liens, which
also limits the Company's financial flexibility. Pro forma for
the proposed transaction, debt maturities in 2005 will be
reduced to $25 million, which compares favorably to IUSA's cash
balance and bank lines (about $30 million.) The Company is in
compliance with its financial covenants under the current
facilities.

Outlook

The negative outlook reflects Standard & Poor's Ratings
Services' concerns regarding IUSA's liquidity, particularly
refinancing risk. Nevertheless, upon successful syndication of
the proposed transaction, we would revise our outlook on IUSA to
positive, reflecting the improvement in liquidity, and a one-
notch upgrade would be possible if IUSA's 2004 financial
performance is sustained. Nevertheless, failure to complete the
proposed transactions will lead to a one-notch downgrade that
would reflect the continued weakness in the Company's liquidity,
in particular refinancing risk and the issuer's ability to
access the capital markets.

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

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


TV AZTECA: Shareholders to Decide Future of Trading in US Stock
---------------------------------------------------------------
TV Azteca, S.A. de C.V. (BMV: TVAZTCA; NYSE: TZA; Latibex:
XTZA), one of the two largest producers of Spanish language
television programming in the world, announced Monday that it
will submit for approval of its shareholders at a Company
Shareholders Meeting, the usefulness of continuing with the
program of American Depositary Shares (ADRs) in the U.S. and
that trades on the New York Stock Exchange (NYSE).

The Company believes that notable cases of non-compliance with
regulatory framework in the recent past, such as Worldcom,
Enron, Adelphia or Parmalat, generated an overregulated
securities market in the United States. With this, issuers have
been obligated to divert time and resources to comply with
excessive regulation, affecting the efficient management of
business.

For foreign private issuers in the United States, the excessive
regulation considerably increases current costs and expenses, as
well as legal risks, and its benefits are highly questionable.
Based on these considerations, TV Azteca's shareholders will
consider the impact of the costs incurred on TV Azteca's
business, as well as the present and future benefits that may be
derived from its ADR program.

In the event the Shareholder Meeting decides to terminate the
ADR program, the Company will notify investors and will give
notice of such decision to The Bank of New York (the
Depositary). Pursuant to the provisions of Section 6.02 of the
Deposit Agreement with the Depositary, the Company may terminate
the Deposit Agreement. The Deposit Agreement may be reviewed in
reports filed by the Company with the Securities and Exchange
Commission (SEC) or at:
http://www.sec.gov/Archives/edgar/data/1023025/00011931250412646
5/d20f.htm. The termination would be notified to ADR holders 30
days prior to such termination.

In the event that the Shareholders Meeting decides to terminate
with the ADR program: a) the Company would give notice to the
NYSE and the Depositary of such resolution; b) the Depositary
would give notice to ADR holders; c) the Company would proceed
to amend its Form F-6 (ADR registry) reducing the number of ADRs
issued to zero and, d) the Company would file with the SEC the
amended Form F-6.

In this case, the exchange of ADRs in the market will remain in
place for the 30 days following the termination of the Deposit
Agreement. During this time, the ADR holders will be able to
continue exchanging their ADRs for Certificados de Participacion
Ordinaria (CPOs) currently traded in the Bolsa Mexicana de
Valores (the Mexican Stock Exchange).

After concluding the Deposit Agreement, the NYSE should suspend
trading of ADRs in the market, notify the SEC of the termination
and request permission from the SEC to delist the ADRs. In the
event the delisting of the Company's ADRs, the SEC will make
public notice of such fact.

In that event, the ADR holders will have two available options
during the time period established by the Shareholder Meeting:
(1) instruct the Depositary to exchange their ADRs into CPOs or,
(2) convert the ADRs into CPOs and request their sale.

In the event that TV Azteca has fewer than 300 holders of the
Company's ADRs that are US residents, the Company may request
that the SEC cancel the registration of its ADRs and, in this
case, the reporting obligations and other US securities
regulations would no longer be applicable to the Company. It
should be noted that registration with the SEC and the listing
in the NYSE are separate events, and therefore in the case of an
eventual delisting from the NYSE, the Company will continue to
comply with its obligations to report information to the SEC as
long as it is registered with such authorities.

The trading of the Company's securities in the Mexican Stock
Exchange will continue until the Shareholders Meeting makes a
decision on the issue.

If the Shareholders Meeting decides against terminating the
Company's ADR program, the Company would continue to trade its
securities in the United States market as it has until now and
the ADR holders would maintain their current rights.

In any event, the Company will inform the public in a timely
manner of any relevant events that may occur.

TV Azteca 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
US Hispanic market, and Todito.com, an Internet portal for North
American Spanish speakers.

CONTACT: TV AZTECA, S.A. DE C.V.
         Investor Relations - Bruno Rangel
         Tel: +5255-3099-9167
         E-mail: jrangelk@tvazteca.com.mx

         Media Relations - Tristan Canales
         Tel: +5255-1720-5786
         E-mail: tcanales@tvazteca.com.mx

         Daniel McCosh
         Tel: +5255-1720-0059
         E-mail: dmccosh@tvazteca.com.mx



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

DORAL FINANCIAL: Investor Files Suit Alleging Stock Fraud
---------------------------------------------------------
An investor is suing Doral Financial Corporation ("Doral" or the
"Company") (NYSE: DRL - News), claiming that the financial
services Company issued false and misleading financial
statements to the investing public.

Berman DeValerio Pease Tabacco Burt & Pucillo
(http://www.bermanesq.com)filed the class action in the U.S.
District Court for the Southern District of New York. The
lawsuit seeks damages for violations of federal securities laws
on behalf of all investors who purchased Doral common stock from
May 15, 2000 through and including April 18, 2005 (the "Class
Period").

The lawsuit claims that the defendants violated Sections 10(b)
and 20(a) of the Securities Exchange Act of 1934 and the rules
and regulations promulgated thereunder, including U.S.
Securities and Exchange Commission ("SEC") Rule 10b-5.

As part of its mortgage business, Doral generates fixed rate
non- conforming mortgage loans, pools them and sells most of
them on a floating rate basis. Upon sale, Doral capitalizes and
records for accounting purposes a floating rate interest-only
strip ("IO Strip"). Doral also recognizes gain on sale of
mortgages as part of these transactions.

The complaint alleges that during the Class Period the
Company's: (1) IO Strip portfolio was materially overvalued; (2)
net income and net gain on mortgage loan sales were materially
overstated; (3) return on equity and return on capital were
materially overstated; and (4) reported net capital was
materially overstated. Doral also failed to disclose to
investors that the Company's risk management, hedging strategies
and internal controls were deficient and would not protect the
value of Doral's IO Strip portfolio in a rising-rate
environment, despite repeated reassurances to the contrary.

On April 19, 2005, Doral announced that it was restating its
financial results for fiscal years 2000 through 2004. The
restatements were being made to correct the accounting treatment
for valuing its IO Strip portfolio. The restatements will result
in a decrease in the fair value of the securities by $400 to
$600 million as of December 31, 2004. The Company estimates it
will eventually have to take a $290 million to $435 million
charge for the required adjustments.

Since the disclosures about Doral's improper accounting began,
its stock price has fallen almost 60% from $38.95 per share on
March 15, 2005 to $16.15 per share on April 19, 2005.

On April 20, 2005, Doral further announced that the SEC was
conducting an informal investigation regarding the Company's
April 19, 2005 announcement about the restatements.

If you purchased Doral common stock from May 15, 2000 through
and including April 18, 2005 you may wish to contact the
following attorneys at Berman DeValerio Pease Tabacco Burt &
Pucillo to discuss your rights and interests.

     Leslie R. Stern, Esq.
     Jeffrey C. Block, Esq.
     One Liberty SquareBoston, MA 02109
     (800) 516-9926
     law@bermanesq.com

If you wish to apply to be lead plaintiff in this action, a
motion on your behalf must be filed with the court no later than
June 20, 2005. You may contact the attorneys at Berman DeValerio
to discuss your rights regarding the appointment of lead
plaintiff and your interest in the class action, or you may
submit information online at
http://www.bermanesq.com/Securities/Signup1.asp?caseid=541.


R&G FINANCIAL: Shareholders Turn to Court to Recover $2.7B
----------------------------------------------------------
Puerto Rico-based Doral Financial Corporation is set to face a
class-action suit in the U.S. filed by shareholders who
allegedly suffered losses from misleading financial statements
issued by the Company.

Associated Press reports that shareholders filed the charges at
the US District Court in San Juan, Puerto Rico to recover almost
US$2.7 billion in losses due to accounting irregularities. The
plaintiffs claim that Doral had misled its investors by hiding
some $400 million in losses. The Company's auditor,
PricewaterhouseCoopers, LLP, was also named in the suit.

The lawsuit comes in the wake of a U.S. Securities and Exchange
Commission probe that could lead to the restatement of Doral's
financials, effectively reducing the fair value of its floating
rate IOs between $400 million to $600 million as of Dec. 31,
2004.


R&G FINANCIAL: Increases Quarterly Cash Dividend for 1Q05
---------------------------------------------------------
R&G Financial Corporation (NYSE: RGF - News; the "Company"),
announced Monday that its Board of Directors has declared the
Company's quarterly cash dividend for the quarter ended March
31, 2005, of $0.1260 per share ($0.5040 on an annualized basis)
on the Company's common stock, payable on June 23, 2005, to
stockholders of record as of the close of business on June 17,
2005.

Such dividend payment represents an annual increase of
approximately 31% when compared to the dividend paid for the
previous quarter ended December 31, 2004, of $0.1170 per share.
The dividend payment for the quarter ended March 31, 2005,
represents the 34th consecutive increase in quarterly dividend
payments of the Company.

The Company, currently in its 33rd year of operations, is a
diversified financial holding Company with operations in Puerto
Rico and the United States, providing banking, mortgage banking,
investments, consumer finance and insurance through its wholly
owned subsidiaries R-G Premier Bank of Puerto Rico, a Puerto
Rico commercial bank; R-G Crown Bank, its Florida-based federal
savings bank; R&G Mortgage Corp. Puerto Rico's second largest
mortgage banker; Mortgage Store of Puerto Rico, Inc., a
subsidiary of R&G Mortgage; Continental Capital Corporation, R&G
Financial's New York and North Carolina-based mortgage banking
subsidiary; R-G Investments Corporation, the Company's Puerto
Rico broker-dealer, and Home and Property Insurance Corporation,
its Puerto Rico insurance agency. The Company operates 33 bank
branches in Puerto Rico, 15 bank branches in the Orlando and
Tampa/St. Petersburg Florida markets, and 56 mortgage offices in
Puerto Rico, including 27 facilities located within R-G
Premier's banking branches.



=============
U R U G U A Y
=============

ABN AMRO BANK: Moody's Takes Various Rating Actions
---------------------------------------------------
Moody's Investors Service assigned a Baa2 long term global local
currency deposit ratings to ABN AMRO Bank N.V. (Montevideo). The
ratings agency also assigned first time National Scale Rating of
Ba2.uy for the bank's foreign currency deposits.

At the same time, Moody's affirmed the bank's ratings outlined
below:

-Long Term Foreign Currency Deposits: Caa1
-Short Term Foreign Currency Deposits: Not Prime
-National Scale Rating for Local Currency deposits: Aaa.uy

Moody's Global Local Currency deposit ratings indicate the
relative credit risk of banks on a globally comparable basis.
The Global Local Currency deposit ratings for ABN AMRO Bank N.V.
(Montevideo) reflect the bank's financial strength as well as
the relative importance of its deposit franchise within the
Uruguayan financial system and its ownership characteristics.
These factors are among the main considerations in Moody's
analysis of the predictability of institutional support for
local currency deposit obligations.

Taken together, the National Scale and Global Local Currency
ratings provide a more comprehensive opinion about the credit
risk of a bank's deposits.

Moody's noted that its Global and National Scale Foreign
Currency deposit ratings reflect foreign currency
transferability and convertibility risk. Hence the foreign
currency ratings are much lower than the local currency ratings.


BANCO A.C.A.C.: Moody's Assigns New Global LC Deposit Rating
------------------------------------------------------------
Moody's Investors Service has assigned a Global Local Currency
deposit rating of Ba1 to Banco A.C.A.C. S.A. Moody's also
assigned a first time National Scale Rating of Ba2.uy for the
bank's foreign currency deposits.

Moody's also placed the Ba1 Global Local Currency deposit rating
and Aa3.uy National Scale Rating for local currency deposits on
review for possible upgrade.

In its review Moody's will focus on the increased commitment of
the bank's shareholder, France's Credit Agricole to a 100%
ownership stake in the subsidiary as well as the evolution of
its business following the 2004 acquisition of part of the
operations of Banco Sudameris (Uruguay).

Moody's also affirmed Banco A.C.A.C.'s Global Foreign Currency
deposit ratings of Caa1 and Not Prime for long and short term
deposits, as well as its E financial strength rating..

Moody's Global Local Currency deposit ratings indicate the
relative credit risk of banks on a globally comparable basis.
The Global Local Currency deposit ratings for the Uruguayan
banks reflect the banks' financial strength as well as the
relative importance of their deposit franchises within the
Uruguayan financial system and their ownership characteristics.
These factors are among the main considerations in Moody's
analysis of the predictability of institutional support for
local currency deposit obligations.

Taken together, the National Scale and Global Local Currency
ratings provide a more comprehensive opinion about the credit
risk of a bank's deposits.

Moody's noted that its Global and National Scale Foreign
Currency deposit ratings reflect foreign currency
transferability and convertibility risk, which in Uruguay is
perceived to be relatively high. Hence the foreign currency
ratings are much lower than the local currency ratings.

A published credit opinion on the bank and its ratings will be
made available on moodys.com.

The following ratings were affected:

-Long Term Global Local Currency Deposits: Ba1 (new), on review
for possible upgrade
-National Scale Rating for Local Currency Deposits: Aa3.uy, on
review for possible upgrade
-Long Term Foreign Currency Deposits: Caa1 (affirmed)
-Short Term Foreign Currency Deposits: Not Prime (affirmed)
-National Scale Rating for Foreign Currency Deposits: Ba2.uy
(new)
-Bank Financial Strength Rating: E (affirmed)

New York
M. Celina Vansetti
Senior Vice President
Financial Institutions Group
Moody's Investors Service
JOURNALISTS: 212-553-0376
SUBSCRIBERS: 212-553-1653

Buenos Aires
Maria Andrea Manavella
Vice President - Senior Analyst
Financial Institutions Group


BANCO DE LA NACION: Moody's Assigns Caa2 to LC Deposit Ratings
--------------------------------------------------------------
Moody's Investors Service assigned a Caa2 long term global local
currency deposit ratings to Banco de la Nacion Argentina
(Uruguay). The ratings agency also assigned first time National
Scale Rating of B1.uy for the bank's foreign currency deposits.

At the same time, Moody's affirmed the bank's ratings outlined
below:

-Long Term Foreign Currency Deposits: Caa2
-Short Term Foreign Currency Deposits: Not Prime
-National Scale Rating for Local Currency deposits: B1.uy

Moody's Global Local Currency deposit ratings indicate the
relative credit risk of banks on a globally comparable basis.
The Global Local Currency deposit ratings for Banco de la Nacion
Argentina (Uruguay) reflect the bank's financial strength as
well as the relative importance of its deposit franchise within
the Uruguayan financial system and its ownership
characteristics. These factors are among the main considerations
in Moody's analysis of the predictability of institutional
support for local currency deposit obligations.

Taken together, the National Scale and Global Local Currency
ratings provide a more comprehensive opinion about the credit
risk of a bank's deposits.

Moody's noted that its Global and National Scale Foreign
Currency deposit ratings reflect foreign currency
transferability and convertibility risk. Hence the foreign
currency ratings are much lower than the local currency ratings.


BANCO DE LA REPUBLICA: LTFC Deposit Rating Affirmed at Caa1
-----------------------------------------------------------
Moody's Investors Service assigned a Baa2 long term global local
currency deposit ratings to Banco de la Republica Oriental del
Uruguay. The ratings agency also assigned first time National
Scale Rating of Ba2.uy for the bank's foreign currency deposits.

At the same time, Moody's affirmed the bank's ratings outlined
below:

-Long Term Foreign Currency Deposits: Caa1
-Short Term Foreign Currency Deposits: Not Prime
-Bank Financial Strength Rating: E
-National Scale Rating for Local Currency deposits: Aaa.uy

Moody's Global Local Currency deposit ratings indicate the
relative credit risk of banks on a globally comparable basis.
The Global Local Currency deposit ratings for Banco de la
Republica Oriental del Uruguay reflect the bank's financial
strength as well as the relative importance of its deposit
franchise within the Uruguayan financial system and its
ownership characteristics. These factors are among the main
considerations in Moody's analysis of the predictability of
institutional support for local currency deposit obligations.

Taken together, the National Scale and Global Local Currency
ratings provide a more comprehensive opinion about the credit
risk of a bank's deposits.

Moody's noted that its Global and National Scale Foreign
Currency deposit ratings reflect foreign currency
transferability and convertibility risk. Hence the foreign
currency ratings are much lower than the local currency ratings.


BANCO HIPOTECARIO: Moody's Assigns, Affirms Ratings
---------------------------------------------------
Moody's Investors Service assigned a Baa2 long term global local
currency deposit ratings to Banco Hipotecario del Uruguay. The
ratings agency also assigned first time National Scale Rating of
Ba2.uy for the bank's foreign currency deposits.

At the same time, Moody's affirmed the bank's ratings outlined
below:

-Long Term Foreign Currency Deposits: Caa1
-Short Term Foreign Currency Deposits: Not Prime
-Bank Financial Strength Rating: E
-National Scale Rating for Local Currency deposits: Aaa.uy

Moody's Global Local Currency deposit ratings indicate the
relative credit risk of banks on a globally comparable basis.
The Global Local Currency deposit ratings for Banco Hipotecario
del Uruguay reflect the bank's financial strength as well as the
relative importance of its deposit franchise within the
Uruguayan financial system and its ownership characteristics.
These factors are among the main considerations in Moody's
analysis of the predictability of institutional support for
local currency deposit obligations.

Taken together, the National Scale and Global Local Currency
ratings provide a more comprehensive opinion about the credit
risk of a bank's deposits.

Moody's noted that its Global and National Scale Foreign
Currency deposit ratings reflect foreign currency
transferability and convertibility risk. Hence the foreign
currency ratings are much lower than the local currency ratings.


BANCO SANTANDER: Gets Baa3 Global Local Currency Deposit Rating
---------------------------------------------------------------
Moody's Investors Service assigned a Baa3 long term global local
currency deposit ratings to Banco Santander S.A.. The ratings
agency also assigned first time National Scale Rating of Ba2.uy
for the bank's foreign currency deposits.

At the same time, Moody's affirmed the bank's ratings outlined
below:

-Long Term Foreign Currency Deposits: Caa1
-Short Term Foreign Currency Deposits: Not Prime
-Bank Financial Strength Rating: E
-National Scale Rating for Local Currency deposits: Aa1.uy

Moody's Global Local Currency deposit ratings indicate the
relative credit risk of banks on a globally comparable basis.
The Global Local Currency deposit ratings for Banco Santander
reflect the bank's financial strength as well as the relative
importance of its deposit franchise within the Uruguayan
financial system and its ownership characteristics. These
factors are among the main considerations in Moody's analysis of
the predictability of institutional support for local currency
deposit obligations.

Taken together, the National Scale and Global Local Currency
ratings provide a more comprehensive opinion about the credit
risk of a bank's deposits.

Moody's noted that its Global and National Scale Foreign
Currency deposit ratings reflect foreign currency
transferability and convertibility risk. Hence the foreign
currency ratings are much lower than the local currency ratings.


BANCO SURINVEST: Moody's Assigns New Global LC Deposit Rating
-------------------------------------------------------------
Moody's Investors Service assigned a first-time Global Local
Currency deposit rating to Banco Surinvest S.A. of Caa2 and
upgraded the National Scale Rating for local currency deposits
to B2.uy from B3.uy. Moody's also assigned a first time National
Scale Rating for foreign currency deposits of B2.uy.

Moody's said the upgrade of the National Scale Rating for local
currency deposits reflects the bank's recapitalization made in
January 2005 by its consortium shareholders, enabling the bank
to comply with minimum capital requirements. The bank's
relatively low ratings reflect Surinvest's weak financial
condition and limited franchise within the Uruguayan financial
system.

Moody's also affirmed, with a stable outlook, Banco Surinvest's
Global Foreign Currency deposit ratings of Caa2 and Not Prime
for long and short term deposits, as well as its E financial
strength rating.

Moody's Global Local Currency deposit ratings indicate the
relative credit risk of banks on a globally comparable basis.
The Global Local Currency deposit ratings for the Uruguayan
banks reflect the banks' financial strength as well as the
relative importance of their deposit franchises within the
Uruguayan financial system and their ownership characteristics.
These factors are among the main considerations in Moody's
analysis of the predictability of institutional support for
local currency deposit obligations.

Taken together, the National Scale and Global Local Currency
ratings provide a more comprehensive opinion about the credit
risk of a bank's deposits.

Moody's noted that its Global and National Scale Foreign
Currency deposit ratings reflect foreign currency
transferability and convertibility risk. Hence the foreign
currency ratings are much lower than the local currency ratings.

A published credit opinion on the bank and its ratings will be
made available on moodys.com.

The following ratings were affected:

- Long Term Global Local Currency Deposits: Caa2 (new)
- National Scale Rating for Local Currency Deposits: B2.uy
(upgraded from B3.uy)
- National Scale Rating for Foreign Currency Deposits: B2.uy
(new)
- Long Term Global Foreign Currency Deposits: Caa2 (affirmed)
- Short Term Foreign Currency Deposits: Not Prime (affirmed)
- Bank Financial Strength Rating: E (affirmed)

New York
M. Celina Vansetti
Senior Vice President
Financial Institutions Group
Moody's Investors Service
JOURNALISTS: 212-553-0376
SUBSCRIBERS: 212-553-1653

Buenos Aires
Maria Andrea Manavella
Vice President - Senior Analyst
Financial Institutions Group


BANKBOSTON N.A.: Moody's Affirms Caa1 LTFC Deposit Ratings
----------------------------------------------------------
Moody's Investors Service assigned a Baa2 long term global local
currency deposit ratings to BankBoston N.A. (Uruguay). The
ratings agency also assigned first time National Scale Rating of
Ba2.uy for the bank's foreign currency deposits.

At the same time, Moody's affirmed the bank's ratings outlined
below:

-Long Term Foreign Currency Deposits: Caa1
-Short Term Foreign Currency Deposits: Not Prime
-National Scale Rating for Local Currency deposits: Aaa.uy

Moody's Global Local Currency deposit ratings indicate the
relative credit risk of banks on a globally comparable basis.
The Global Local Currency deposit ratings for BankBoston N.A.
(Uruguay) reflect the bank's financial strength as well as the
relative importance of its deposit franchise within the
Uruguayan financial system and its ownership characteristics.
These factors are among the main considerations in Moody's
analysis of the predictability of institutional support for
local currency deposit obligations.

Taken together, the National Scale and Global Local Currency
ratings provide a more comprehensive opinion about the credit
risk of a bank's deposits.

Moody's noted that its Global and National Scale Foreign
Currency deposit ratings reflect foreign currency
transferability and convertibility risk. Hence the foreign
currency ratings are much lower than the local currency ratings.


BBVA URUGUAY: Ratings Reflect Explicit Support From Parent
----------------------------------------------------------
CREDIT RATING:  B/Stable/B

Outstanding Rating(s)
  Counterparty Credit:  B/Stable/B
  Certificate of deposit:  B/B

Major Rating Factors

Strengths:
    * High financial flexibility as a result of the entity's
high liquidity and proven parent support
    * High efficiency as a result of the bank's rationalization
process following the Uruguayan crisis

Weaknesses:
    * Operating in the still-weak Uruguayan environment
    * Margins under pressure as a result of the scarce lending
activity and low interest rate environment

Rationale

The ratings on Banco Bilbao Vizcaya Argentaria Uruguay (BBVA
Uruguay) reflect the bank's comfortable financial position and
the explicit support from its parent, Banco Bilbao Vizcaya
Argentaria S.A. (BBVA; AA-/Stable/A-1+). This support became
evident with the implementation of contingent liquidity lines
during the financial crisis and the achievement of full
ownership of its Uruguayan subsidiary in June 2002. The bank
currently enjoys high liquidity and strong capitalization. As
the rest of its peers in Uruguay, BBVA Uruguay still suffers
from the low demand for credit in a financial system that has
not yet finalized its consolidation process. The ratings are
constrained by the ratings on the Uruguayan sovereign.

BBVA Uruguay is the sixth-largest Uruguayan private bank in
terms of deposits, the fifth in terms of loans, and the third by
equity. As of Dec. 31, 2004, the bank had total deposits of
$386.53 million, loans to the nonfinancial private sector of
$116.63 million, and equity of $54.6 million. Prior to the
financial crisis in Uruguay in 2002, the bank was largely
involved in private banking business-mostly with nonresident
Argentine customers-and it was simultaneously beginning to
develop its local business, focused on consumer banking, in line
with its main shareholder's business profile. In light of the
reality of the post-crisis financial system, during 2003, BBVA
Uruguay reduced its structure and changed its strategy, limiting
its expansion in the retail segment and focusing commercial
efforts in the corporate business and fee-generation services.
Auspicious loan growth resumed more palpably in first-quarter
2005.

The bank's balance sheet is extremely liquid. At December 2004,
12.9% of total assets were comprised of liquidity (cash and
deposits in Uruguay's Central Bank and other institutions) and
7.3% was allocated on short-term liquid securities. In the past
year, the bank's loan book increased its participation to a high
78.4% of total assets and shows improved asset quality, as the
nonperforming loans-to-total loans ratio reduced to 2.92%, the
best figure in recent years, even lower than the healthier
precrisis levels. The coverage with reserves grew to a strong
207%, the highest within the Uruguayan financial sector.

To mitigate the effects of the excess liquidity on the bank's
margins, given the still-low intermediation levels, the bank has
increased its investments in the Central Bank's short-term
financial instruments, and has reduced the cost of its funding
through successful commercial efforts on its deposit base.
Nevertheless, BBVA Uruguay posted negative results during the
fiscal year ended December 2004, with a ROA ratio decreasing to
a still-negative 0.87%, though up favorably from negative 3.68%
the previous year. These losses are mostly due to the still-low
levels of loan book and losses from inflation accounting. The
now increasing credit demand from Uruguay's creditworthy
economic agents should support margins during 2005.

In October 2004, the capital base was lowered by $10 million as
a result of the decision to reach a more adequate leverage level
in light of the significant excess capital allocated in the
Uruguayan subsidiary. After this reduction, the bank's capital-
to-regulatory risk assets ratio remains high at 34%, showing
only a slight decrease during the past year.

The bank operates through eight branches, four in the
metropolitan area and Montevideo, and the rest spread throughout
the country, including one exclusively private banking business
dedicated in Punta del Este.

Outlook

The stable outlook on the global scale reflects that of
Uruguay's sovereign ratings.

The positive outlook on the national scale reflects the
expectation that the institution's commercial efforts will
succeed in restoring the bank's healthy profitability and thus
improve its relative standing in the Uruguayan financial system.

Profile

BBVA Uruguay is Uruguay's sixth-largest private bank in terms of
deposits, the fifth in terms of loans, and the third in equity.
As of Dec. 31, 2004, the bank had total deposits of $386.53
million, a nonfinancial private sector loan portfolio of $116.63
million, and equity of $54.6 million.

Before Uruguay's financial crisis in 2002, the bank was largely
involved in private banking-mostly with nonresident Argentine
customers-and it was simultaneously beginning to develop its
local business, focused on consumer banking, in line with its
main shareholder's business profile. In light of the reality of
the post-crisis financial system, during 2003, BBVA Uruguay
reduced its structure and changed its strategy, limiting its
expansion in the retail segment and focusing commercial efforts
in the local and international corporate business and fee-
generation services. In this way, the bank seeks to preserve
high added-value customers while withdrawing from the massive
retail business.

According to the bank's current business structure, the asset
book is mainly composed of loans, placements with foreign
financial intermediaries, and liquid securities, equally funded
by deposits from residents and nonresidents; the latter
especially from Argentina.

The bank operates through eight branches, four in the
metropolitan area and Montevideo and the rest spread throughout
the country, including one exclusively private banking business
dedicated in Punta del Este.

Ownership and Legal Status

BBVA Uruguay is incorporated as a sociedad an˘nima, and it holds
a full banking license regulated by the Uruguay Central Bank.
BBVA wholly owns the bank, since it purchased it in May 2002.
The bank was created as a result of the merger between Banco
Franc‚s Uruguay and Banco Exterior de Am‚rica, the former
Uruguayan subsidiary of Argentaria.

The management team now reports directly to Spain. Recently, a
new general manager, with experience in growing business in
volatile markets, was appointed. The subsidiary is reviewed
annually by the Spanish shareholder's auditors, who perform
controls and suggest changes to different processes and
procedures so that they are in line with the standards requested
by BBVA in Spain.

CONTACT:  Primary Credit Analyst:
          Carina Lopez, Buenos Aires
          Tel: (54) 11-4891-2118
          E-mail: carina_lopez@standardandpoors.com

          Secondary Credit Analyst:
          Pablo Gamble, Buenos Aires
          Tel: (54) 11-4891-3010
          E-mail: pablo_gamble@standardandpoors.com


CITIBANK (URUGUAY): Ratings Constrained by Sovereign Ratings
------------------------------------------------------------
CREDIT RATING:  B/Stable/B

OUTSTANDING RATING(S)
  Counterparty Credit:  B/Stable/B
  Certificate of deposit:  B/B

Major Rating Factors

Strengths:
    * High financial flexibility as a result of the entity being
a branch of Citibank N.A. New York, N.Y.
    * Reduced structure and fixed costs as a result of the
rationalization process the bank undertook following the
Uruguayan crisis

Weaknesses:
    * Operating in the still-weak Uruguayan environment
    * Reduced lending activity and focus on highly competitive
sectors

Rationale

The ratings assigned to Citibank N.A. (Uruguay Branch) (Citibank
Uruguay) are based on its being a branch of Citibank N.A. New
York, N.Y. (AA/Stable/A-1+), and its obligations being
obligations of the bank, constrained by the Uruguayan sovereign
risk. The bank would be expected to ensure full and timely
payment of the branch's obligations, absent direct sovereign
intervention. Ratings on the national scale exclude sovereign
direct intervention risk and indicate the bank's relative
position among other institutions in the financial system.

Citibank's presence in Uruguay dates back to 1915, and with
total assets of $314.3 million as of Dec. 31, 2004, it ranked
eighth among private banks in the Uruguayan system. Compared to
that of other countries, the Uruguayan operation is relatively
small and concentrated in the corporate business, mainly focused
on large multinational corporations in Uruguay. Nevertheless, in
line with Citibank's Emerging Markets group's strategy, the bank
offers a wide array of traditional and nontraditional products
to a small segment of corporations and individuals.
Additionally, Citibank Uruguay works actively with the Uruguayan
public sector. Citibank Uruguay follows the same policies and
procedures of Citigroup worldwide, mainly in the risk
management, credit, and treasury areas. Also, as part of
Citigroup's world network, the bank benefits from higher
financial flexibility and constant support in terms of business
and product development.

Outlook

The stable outlook on the global scale reflects that on
Uruguay's sovereign ratings.

The stable outlook on the national scale means that Standard &
Poor's Ratings Services does not expect substantial changes in
the bank's credit position relative to other institutions in the
Uruguayan financial system.

Profile

Citibank's presence in Uruguay dates back to 1915, when it
started providing services to multinational companies and other
large corporations. A private banking unit focused on raising
deposits and other investment products complemented this
business. In 1996, the bank started to develop its retail
business. As of Dec. 31, 2004, total assets were $314.3 million.

Compared to that of other countries, Citibank Uruguay's
operation is relatively small and concentrated on the
corporative business, basically multinationals operating in
Uruguay and Uruguayan companies with a sales volume exceeding
$10 million. Within the retail segment, Citibank Uruguay
considerably reduced its operation, and currently focuses on the
credit-card business and consumer banking with high-net-worth
individuals. The bank is also active in trade finance, trade
services, and cash management, as well as being a lead player in
Uruguay's capital market. After the crisis, Citibank Uruguay
redefined its business to operate as a niche player offering
typical banking products to high-net-worth individuals.

After the crisis in 2002, Citibank Uruguay applied the "one-
bank" business concept, meaning that there are several support
units, such as Financial Control, Treasury, Operations, Human
Resources, Technology, and Audit that are shared by the various
business units. Risk management is individually conducted in
each business unit. The management of the remaining operations,
including certain back-up operations, has been transferred to
the Citibank Buenos Aires branch.

Ownership and Legal Status

Citibank Uruguay is a branch of Citibank N.A. New York N.Y.,
which, together with the branches in Argentina and Paraguay,
comprises the South Latin American region. The general managers
in Uruguay and Paraguay report to the general manager in
Argentina, who heads this subregion. This group belongs to the
Latin American region within the Emerging Markets group in the
United States.

The Uruguayan branch's obligations are obligations of the main
bank, constrained by the Uruguayan sovereign, meaning that
Citibank N.A. New York, N.Y. would be expected to ensure full
and timely payment of the Uruguayan branch's obligations, absent
direct sovereign intervention.

CONTACT:  Primary Credit Analyst:
          Carina Lopez, Buenos Aires
          Tel: (54) 11-4891-2118
          E-mail: carina_lopez@standardandpoors.com

          Secondary Credit Analyst:
          Pablo Gamble, Buenos Aires
          Tel: (54) 11-4891-3010
          E-mail: pablo_gamble@standardandpoors.com


DISCOUNT BANK: Sovereign Ratings Constrained
--------------------------------------------

CREDIT RATING:  B/Stable/B

OUTSTANDING RATING(S)
  Counterparty Credit: B/Stable/B
  Certificate of deposit: B/B

Major Rating Factors

Strengths:
    * Good financial flexibility as a result of the entity's
high liquidity and parent commitment
    * Growing market penetration as a result of the entity's
strategy following the Uruguayan crisis

Weaknesses:
    * Operating in the still-weak Uruguayan environment
    * Low interest rate environment and slow lending demand puts
pressure on margins

Rationale

The ratings assigned to Discount Bank Latin America S.A. (DBLA)
are based on the institution's solid financial position relative
to other banks in the Uruguayan financial system, stemming from
the relatively low risk embedded in the bank's business and
operations. DBLA enjoys very high liquidity and good asset
quality. The bank is in a favorable position to take advantage
of future business opportunities resulting from the recovery of
Uruguay's economy. In line with the rest of its peers in
Uruguay, DBLA still suffers from the still-low credit demand in
a financial system that has not fully finalized its
consolidation process. The ratings are constrained by the
sovereign ratings.

Total assets as of Dec. 31, 2004, amounted to $370 million, of
which 73.57% was liquid assets, and only 23.1% was loans. A high
91% of the operations are conducted in U.S. dollars.
Additionally, as of that same date, total fiduciary assets and
assets held in custody amounted to 58.06% of total on-balance-
sheet assets, showing a diminished importance of the private
banking business in comparison with precrisis levels.

The credit quality of the bank's portfolio improved
substantially, reaching precrisis levels (the nonperforming-to-
total loans ratio decreased to 5.05% as of Dec. 31, 2004, from
the 7.6% recorded the prior year). The bank's loan portfolio has
shown a better relative performance than the Uruguayan system's
average, both during the crisis and subsequently.

Profitability relative to assets decreased to negative 0.51%
measured in Uruguayan pesos in 2004, from 0.63% the prior year,
in what constitutes the first fiscal year of negative results in
the bank's recent history. This loss is a consequence of
inflation accounting and the revaluation of the Uruguayan peso
in an almost fully dollarized balance sheet, as well as low
interest rates and depressed loan volumes. Despite this
deterioration, DBLA is in a favorable position to post positive
results during fiscal 2005 as intermediation grows and a gradual
increase in interest rates takes place.

DBLA is 100% controlled by Israel Discount Bank of New York
(IDBNY), a subsidiary totally controlled by Discount Bancorp
Inc., a holding Company incorporated in Delaware. The bank has
its headquarters and 10 branches in Montevideo, as well as in
Punta del Este, a prominent Uruguayan seaside resort.

Outlook

The stable outlook reflects that of Uruguay's sovereign ratings.

Profile

DBLA's presence in Uruguay dates to 1958, when it started as a
branch of a Swiss subsidiary of Israeli Discount Bank, Tel Aviv.
Uruguay was the first venture of a strategy that, at that point
in time, was based exclusively on developing private banking
activities in Latin America. Additionally, representative
offices were opened in Argentina, Chile, Brazil, Peru, Mexico,
and Venezuela, but DBLA was the only branch in the region. In
1970, the branch was transformed into a full subsidiary of
IDBNY.

Private banking-basically to the Jewish Latin community-has
always been DBLA's most significant business. Nevertheless, the
bank later diversified its business and customer base by adding
foreign trade finance activities with major Uruguayan companies,
and since 1990, it has developed its local network through the
opening of branches in specific locations in Montevideo, with a
clear focus on Uruguayan middle-market companies and later on
individuals, offering basic lending products and services.
Currently, half of the bank's business comes from the non-Jewish
community. The development of local activity has always been
carried out very carefully, and so far, still constitutes a
small portion of the bank's business. For example, branches have
been opened only after the bank has had a certain level of
business already originated. Automation and customer service
have always been considered important issues for the development
of the firm's retail activity. In 1992, DBLA, together with
other banks, developed REDBANK, one of the two ATM networks in
Uruguay and currently one of the most important Internet
platforms in the market. Today, the bank is a growing
participant in the ABC1 segment, basically targeting
professionals, and is so far one of the market leaders among
private banks in the salary payment business, with almost 30,000
accounts. Additionally, the bank has a growing active
participation in the import and exports business aiming at
recovering precrisis operating levels.

Total on-balance-sheet assets as of Dec. 31, 2004, amounted to
$370 million, of which 73.57% was liquid assets, and only 23.1%
was loans. Additionally, as of that same date, total fiduciary
assets and assets held in custody amounted to 58.06% of total
on-balance-sheet assets, showing decreased importance of the
private banking business among the bank's activities, which two
years before were almost twice total on-balance-sheet assets.
These assets are held in memorandum accounts and all
transactions are done on behalf of their owners, without credit
or market risk for the bank. These operations, once one of
DBLA's most important noninterest revenues sources, are now
limited by the distrust pervading Uruguay's market from the
financial crisis in 2002, with the resulting change in structure
of the bank's business.

Headquartered in Montevideo, DBLA has eight branches in the most
important Montevidean neighborhoods and two in Punta del Este, a
prominent Uruguayan seaside resort.

Ownership and Legal Status

DBLA is 100% controlled by IDBNY, which in turn is a wholly
owned subsidiary of Discount Bancorp Inc., a bank holding
Company incorporated in Delaware. Additionally, Israel Discount
Bank Ltd., Tel Aviv wholly owns Discount Bancorp Inc., this
institution being the ultimate owner of the Uruguayan bank. The
State of New York and the FDIC regulate IDBNY, while the Federal
Reserve Bank of New York regulates and supervises Discount
Bancorp. Additionally, the Central Bank of Uruguay regulates
DBLA.

CONTACT:  Primary Credit Analyst:
          Carina Lopez, Buenos Aires
          Tel: (54) 11-4891-2118
          E-mail: carina_lopez@standardandpoors.com

          Secondary Credit Analyst:
          Pablo Gamble, Buenos Aires
          Tel: (54) 11-4891-3010
          E-mail: pablo_gamble@standardandpoors.com


LLOYDS TSB BANK: Moody's Assigns, Affirms Ratings
-------------------------------------------------
Moody's Investors Service assigned a Baa2 long term global local
currency deposit ratings to Lloyds TSB Bank, plc (Uruguay). The
ratings agency also assigned first time National Scale Rating of
Ba2.uy for the bank's foreign currency deposits.

At the same time, Moody's affirmed the bank's ratings outlined
below:

-Long Term Foreign Currency Deposits: Caa1
-Short Term Foreign Currency Deposits: Not Prime
-National Scale Rating for Local Currency deposits: Aaa.uy

Moody's Global Local Currency deposit ratings indicate the
relative credit risk of banks on a globally comparable basis.
The Global Local Currency deposit ratings for Lloyds TSB Bank,
plc (Uruguay) reflect the bank's financial strength as well as
the relative importance of its deposit franchise within the
Uruguayan financial system and its ownership characteristics.
These factors are among the main considerations in Moody's
analysis of the predictability of institutional support for
local currency deposit obligations.

Taken together, the National Scale and Global Local Currency
ratings provide a more comprehensive opinion about the credit
risk of a bank's deposits.

Moody's noted that its Global and National Scale Foreign
Currency deposit ratings reflect foreign currency
transferability and convertibility risk. Hence the foreign
currency ratings are much lower than the local currency ratings.



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

PDVSA: Promotes Hydrocarbons Cooperation With New Cuban Branches
----------------------------------------------------------------
With the creation of PDVSA Cuba and opening of offices in Havana
, the first Petrocaribe commercial operations base was
established. This is a subproject of Petroamerica that together
with Petrosur and Petroandina will strengthen the Latin American
energy integration, one of the main projects of the Bolivarian
Alternative for the Americas (ALBA).

This strategy is aimed at leveraging the comparative advantages
of Cuba 's strategic location thus strengthening the positioning
in hydrocarbons refining, storage, trade and transportation,
optimizing operations and creating synergy between the countries
of the area, eliminating intermediaries and reducing costs. "We
are optimizing operations and will directly service Venezuela's
natural market which had been abandoned to the hands of
intermediaries", stated Rafael D. Ramirez Carreno, Venezuelan
Minister of Energy and Petroleum.

PDVSA Cuba's offices are located in Lonja de Comercio, Havana,
and were inaugurated with the presence of Hugo Chavez Frias,
President of the Bolivarian Republic of Venezuela, Commander
Fidel Castro, President of the Republic of Cuba, Rafael Ramirez
Carreno, Venezuela's Minister of Energy and Petroleum and
several ministers, governmental officials and entrepreneurs from
both countries.

With PDVSA Cuba, Venezuela gives another step forward in
strengthening alliances that are already underway in the
Caribbean area where agreements have already been signed with
Jamaica and conversations have taken place with Trinidad and
Tobago. PDVSA Cuba in alliance with Cubana de Petroleo, CUPET,
aids and creates mutual support relationships to strengthen the
Petrocaribe initiative. "We are consolidating an initiative
aimed directly at benefiting our people and improving their well
being and quality of life with no intermediaries, reducing costs
and ensuring supply", said Minister Ramirez - With PDVSA Cuba,
Venezuela adds Havana to the list of commercial offices that
PDVSA already has in Argentina, Rio de Janeiro, London, Houston,
among other.

Cuba-Venezuela Agreements

The Caracas Energy Cooperation Agreement - an initiative between
both countries that set up the framework to foster strategic
agreements that today bear new fruits and through which
Venezuela is currently selling to Cuba up to 90,000 barrels of
oil per day, gave way to a proposal in the fields of health and
education where Cuban science and technology have successfully
aided social missions in Venezuela. The Venezuelan people are
receiving important contributions from Cuba 's government and
people in social areas such as health, education and others.

Furthering the Petroamerica initiative, Venezuela and Cuba
signed a set of cooperation agreements and memoranda of
understating in the energy area, through which proposals such as
the reactivation of the "Camilo Cienfuegos" refinery and the
study for the joint operation of the Matanzas Storage and
Shipping Terminal are being evaluated. Regarding Venezuelan
tankers and tugboats repair in Cuba, synergies are under study
to jointly transport oil and products to the Caribbean.
Likewise, agreements to train personnel, and exchange
technology, trade and businesses between CUPET and PDVSA are
being analyzed.

Macro Round of Negotiations

Under the Bolivarian Alternative for the Americas (ALBA)
proposal, the Macro Round of Negotiations between Cuba and
Venezuela took place in Havana, with the attendance of over two
hundred Venezuelan entrepreneurs who are exploring the
possibility of placing their products and services in the Cuban
market, one of the largest in the Antilles .

The aim is to maximize the national and regional content of
goods and services required by oil and gas activities, while
simultaneously strengthening and expanding the fuel, lubricant
and other products market in the Caribbean region.

The Venezuelan Petroleum Chamber was present in the Macro
Business Round. Its President, Antonio Vincentelli and former
President, Enrique Rodriguez met with several oil-sector Cuban
companies: Empresa de Mantenimiento de Petroleo Cubano [Cuban
Oil Maintenance Company (EMPET)], Empresa de Mantenimiento y
Construccion de Oleoductos y Tanques [Oilpipes and Tanks
Maintenance and Construction Company (EMCOR)], Empresa de
Ingenieria y Proyectos del Petroleo [Engineering and Oil
Projects Company (EIPP)] and Cuba Lubricantes [Cuba Lubricants
(CUBALUB)], in order to evaluate potential projects and
businesses and signed a cooperation agreement between CUPET and
the Venezuelan Oil Chamber to promote the participation of
Venezuelan private companies in the supply of goods and services
for the Cuban state-owned oil Company's projects, including
personnel training.

CONTACT: Petroleos de Venezuela S.A.
         Edificio Petroleos de Venezuela
         Avenida Libertador, La Campina, Apartado 169
         Caracas, 1010-A, Venezuela
         Phone: +58-212-708-4111
         Fax: +58-212-708-4661
         Web site: http://www.pdvsa.com.ve



                            ***********


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