TCRLA_Public/050519.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

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

            Thursday, May 19, 2005, Vol. 6, Issue 98



ACROMETALICA: Court Orders Liquidation
BANCO GALICIA: IFC to Disburse $40M Loan
BANCO HIPOTECARIO: S&P Ups Counterparty Rating; Stable Outlook
BETA S.R.L.: Judge Approves Bankruptcy
BISS S.A.: Seeks Court Authorization to Reorganize

CALZADO LA TORRE: Court Mandates Liquidation
CERB GANADERA: Court to Oversee Reorganization
EDENOR: Dolphin Group in Acquisition Talks With French Parent
EL VIAJANTE: Liquidates Assets to Pay Debts
IMPSAT FIBER: Explains Form 10-Q Filing Delay, Related Notes

ISMO SALUD: Enters Bankruptcy on Court Orders
PAY BACK: Initiates Bankruptcy Proceedings
SERVICIOS FUNERARIOS: Court Favors Creditor's Bankruptcy Motion
* ARGENTINA: CMS Energy Issues Statement on ICSID Award


LORAL SPACE: Bankruptcy Court OKs Settlement With Insurers


COPEL: Concludes Debentures Public Distribution
GLOBOPAR: Debt Restructuring Nears Completion
NII HOLDINGS: Forecasts Significant Savings from SME Amendments
NET SERVICOS: Issues Board of Directors Meeting Minutes


AOL LATIN AMERICA: Board Member Resigns, Vacancy to Remain
BALLY TOTAL: Appoints Two New Directors to its Board
EMPRESAS ICA: Refinances Debt Through $150M Note Placement
VITRO: S&P Details Liquidity, Operating Cash Flow Concerns


LUMINA COPPER: Reports Net Loss of $470,380 in 1Q05


COFAC: Fitch Upgrades from Default to 'CC' Rating


BANESCO BANCO: Fich Affirms Debt Ratings; Outlook Negative
BANCO DEL CARIBE: Fitch Outlook Deteriorates
BANCO DE VENEZUELA: Fitch Revises Rating Outlook Downward
BANCO EXTERIOR: Fitch Affirms Ratings, Revises Outlook
BANCO MERCANTIL: Ratings Affirmed, Outlook Worsens

BANCO OCCIDENTAL: Fitch Reiterates Ratings, Outlook a Concern
BANCO PROVINCIAL: Fitch Revises Outlook to Negative
BANCO VENEZOLANO: Debt Ratings Affirmed by Fitch
PDVSA: Evaluates Refining Business With Uruguay's ANCAP
PDVSA: Insists on Transparency of Crude Sales Operations

PDVSA: Coronel Publicly Criticizes President's Management
PDVSA: Congress to Investigate Contracts With Private Firms

     - - - - - - - - - -


ACROMETALICA: Court Orders Liquidation
Acrometalica S.A. prepares to wind-up its operations following
the bankruptcy pronouncement issued by Buenos Aires Court No.
17. The declaration effectively prohibits the Company from
administering its assets, control of which will be transferred
to a court-appointed trustee.

Infobae reports that the court appointed Nestor Rodolfo del
Potro as trustee. Del Potro will be reviewing creditors' proofs
of claim until Aug. 12, 2005. The verified claims will serve as
basis for the individual reports to be presented for court
approval on Sep. 13, 2005. The trustee will also submit a
general report of the case on Oct. 13, 2005.

Clerk No. 33 assists the court on this case that will end with
the sale of the Company's assets. Proceeds from the sale will be
used to repay the Company's debts.

CONTACT: Acrometalica S.A.
         Ecuador 337
         Buenos Aires

         Nestor Rodolfo del Potro
         Avda Corrientes 1291
         Buenos Aires

BANCO GALICIA: IFC to Disburse $40M Loan
Argentina's Banco de Galicia y Buenos Aires SA will sign a
US$40-million loan accord with the International Finance Corp.,
the World Bank's private credit arm, on Monday, reports Dow
Jones Newswires. The bank will use the money to extend loans to
small and medium companies related to exports in Argentina.

The loan will be disbursed in two tranches: one of US$25 million
and a second of US$15 million, which will take place only if the
conditions of the first loan are met.

Banco Galicia, Argentina 's largest private bank, is the primary
asset of financial holding company Grupo Financiero Galicia SA

CONTACT:  Banco de Galicia Y Buenos Aires
          Tte Gral Juan D Peron 407
          Buenos Aires
          Phone: +54 11 6329 0000
          Fax: +54 11 6329 6100
          Home Page:
          Juan Martin Etchegoyhen, Chairman
          Antonio R. Garces, Vice Chairman

          Grupo Financiero Galicia SA
          2nd Floor
          No 456 Tte Gral Juan D Peron
          Buenos Aires
          Argentina 1038
          Phone: +54 11 4343 7528/9475
          Home Page:
          Contact: Atty. Abel Ayerza, Chairman

BANCO HIPOTECARIO: S&P Ups Counterparty Rating; Stable Outlook
Standard & Poor' s Ratings Services raised its long-term
counterparty credit rating on Banco Hipotecario S.A. (BH) to 'B-
' from 'CCC+'. The outlook is stable.

"The upgrade indicates the improvement in the Argentine
financial system's operating environment, as well as BH's own
improved credit profile, including a very strong liquidity
position, higher financial flexibility, and the restoration of
healthy profitability fundamentals following the completion of
the institution's debt restructuring more than a year ago," said
Standard & Poor's credit analyst Carina Lopez. Additionally,
through active asset-liability management, BH reduced to
reasonable levels its interest rate and currency mismatch-which
contrasts with the still-unbalanced position of most major banks
in the Argentine financial system-and attained key progress in
terms of margins and solvency.

BH's creditworthiness is still conditioned by its relatively
high exposure to direct credit risk of the Republic of Argentina
(SD). The direct exposure to the Argentine sovereign was
heightened when the government provided the bank with bonds to
compensate for the compulsory asymmetric pesification of loans
and deposits in 2002, as is the case with the rest of the
financial system. Thus, the upgrade of Banco Hipotecario is
consistent with our announcing that the long-term sovereign
credit rating on the Republic of Argentina is to be raised to
'B-' once the sovereign debt restructuring is finalized.

BH announced recently that it is in discussions to acquire Banca
Nazionale del Lavoro's (BNL) operations in Argentina. The
acquisition would give BH a leading position in the Argentine
financial system, as the merged institution would rank first in
terms of equity and lending to the private sector, and fourth in
terms of total assets among private financial institutions.
Given its retail oriented business profile, BNL operations
complement effectively those of BH, with little overlap of
networks and businesses. The acquisition plans fit into BH's
strategy of diversifying its business (currently concentrated in
mortgage loans), and gaining access to an extensive sales
platform and a considerable source of funding through deposits.

BETA S.R.L.: Judge Approves Bankruptcy
Beta S.R.L. Viajes y Turismo was declared bankrupt after Court
No. 7 of Buenos Aires' civil and commercial tribunal endorsed
the petition of Ms. Cora Beatriz Salomon de Borenstein for the
company's liquidation. Argentine daily La Nacion reports that
the creditor has claims totaling $62,909.01 against the Company.

The court assigned Ms. Patricia Rovell to supervise the
liquidation process as trustee. Ms. Rovell will validate
creditors' proofs of claims until.

The city's Clerk No. 13 assists the court in resolving this

CONTACT: Beta SRL Viajes y Turismo
         Bartolome Mitre 1225
         Buenos Aires

         Ms. Patricia Rovell, Trustee
         Cordoba 1540
         Buenos Aires

BISS S.A.: Seeks Court Authorization to Reorganize
Biss S.A., an electrical appliance retailer operating in Buenos
Aires, has requested for reorganization after failing to pay its
liabilities since May 16.

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. 1 of the city's civil and
commercial tribunal. Clerk No. 1 assists the court on this case.

         Esmeralda 819
         Buenos Aires

CALZADO LA TORRE: Court Mandates Liquidation
San Isidro Court No. 11 ordered the liquidation of Calzado La
Torre S.A.I.C. after the Company defaulted on its obligations,
Infobae reveals. The liquidation pronouncement will effectively
place the Company's affairs as well as its assets under the
control of Jorge Roberto Denuble, the court-appointed trustee.

Trustee Denuble will verify creditors' proofs of claim until
June 6, 2005. The verified claims will serve as basis for the
individual reports to be submitted in court on Aug. 16, 2005.
The submission of the general report follows on Sep. 28, 2005.

Clerk No. 5 assists the court on this case, which will end with
the disposal of the Company's assets in favor of its creditors.

CONTACT: Calzado La Torre S.A.I.C.
         Bernardo Ader 3315
         Vicente Lopez

         Jorge Roberto Denuble
         Juan Jose Diaz 608
         San Isidro

CERB GANADERA: Court to Oversee Reorganization
Cerb Ganadera S.A. successfully petitioned for reorganization
after Court No. 25 of the La Plata civil and commercial tribunal
issued a resolution opening the Company's reorganization
proceedings. During reorganization, the Company will continue to
manage its assets subject to certain conditions imposed by
Argentine law and the oversight of a court-appointed trustee.

Infobae relates that Trustee Alejandro Sanchez Viamonte will
serve as trustee during the course of the reorganization. The
trustee will be accepting creditors' proofs of claim for
verification until June 10, 2005.

After verifications, the trustee will prepare the individual
reports and submit it in court on Aug. 8, 2005. Trustee Viamonte
will also present a general report for court review on Sep. 20,

CONTACT: Cerb Ganadera S.A.
         Calle 14 Nro. 1873
         La Plata

         Alejandro Sanchez Viamonte
         Calle 11 Nro. 467
         La Plata

EDENOR: Dolphin Group in Acquisition Talks With French Parent
Argentine investment fund Dolphin Group SA is negotiating with
Electricite de France (EdF) to acquire Edenor SA, the French
electricity group's money-losing Argentine unit, reveals

"I see great potential in owning a holding of electrical
companies," Dolphin president Marcelo Mindlin said. "There could
be a stock market opportunity down the road. But we're not the
only ones after Edenor. Others are negotiating as well."

Mr. Mindlin declined to disclose the offer price Dolphin has
made for Edenor.

EdF, the world's largest power company, hired JPMorgan Chase &
Co. last month to help it initiate preliminary talks to sell
Edenor as it disinvests from Latin America to write off debt in
preparation for an initial public offering in France.

Edenor serves over 2.2 million clients in the northern part of
capital city Buenos Aires.

          Azopardo Building
          Azopardo 1025 (1107) Capital Federal
          Phone: (54-11) 4346-5000
          Fax: (54-11) 4346-5300
          E-mail: to
          Web Site:

EL VIAJANTE: Liquidates Assets to Pay Debts
El Viajante S.A. will begin liquidating its assets following the
pronouncement of the Buenos Aires Court No. 25 that the Company
is bankrupt, Infobae reports. The bankruptcy ruling places the
Company under the supervision of court-appointed trustee Silvia
Amanda Ferrandina. The trustee will verify creditors' proofs of
claim until June 29, 2005. The validated claims will be
presented in court as individual reports on Aug. 25, 2005.

Ms. Ferrandina will also submit a general report, containing a
summary of the Company's financial status as well as relevant
events pertaining to the bankruptcy, on Oct. 6, 2005.

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

CONTACT: Silvia Amanda Ferrandina
         Asuncion 4642
         Buenos Aires

IMPSAT FIBER: Explains Form 10-Q Filing Delay, Related Notes
IMPSAT Fiber Networks, Inc. (the "Company") is presently
considering with its independent registered public accounting
firm (the "independent accountant"), the proper accounting
treatment of certain long-term indebtedness of the Company's
Brazilian subsidiary, IMPSAT Brazil, in light of a covenant
default thereunder (which default have been waived by the
creditors). In light of the complexities of the relevant
accounting principles and of the particular facts and
circumstances relating to IMPSAT Brazil and its long-term
indebtedness, significant time and resources of the Company and
its independent accountant have been (and continue to be)
required to address this issue properly, which has precluded the
Company from completing the unaudited consolidated financial
statements, related notes and other information required for its
Form 10-Q for the fiscal quarter ended March 31, 2005 (the "Form
10 Q") within the prescribed time period without unreasonable
effort and expense. In accordance with Rule 12b-25(b)(2) of the
Securities Exchange Act of 1934, as amended, and pursuant to
Part II(b) of this Form 12b-25, the Company undertakes to file
the Form 10-Q on or before May 21, 2005 (five calendar days
following the Form 10 Q's prescribed due date).

          Hector Alonso, Chief Financial Officer
          Santiago F. Rossi, Investor Relations
          Tel: 54.11.5170.6000

ISMO SALUD: Enters Bankruptcy on Court Orders
Ismo Salud S.A. enters bankruptcy protection after Court No. 9
of Buenos Aires' civil and commercial tribunal, with the
assistance of Clerk No. 17, ordered the Company's liquidation.
The order effectively transfers control of the Company's assets
to a court-appointed trustee who will supervise the liquidation

Infobae reports that the court selected Mario Daniel Krasnansky
as trustee. Mr. Krasnansky will be verifying creditors' proofs
of claim until the end of the verification phase on Aug. 31,

Argentine bankruptcy law requires the trustee to provide the
court with individual reports on the forwarded claims and a
general report containing an audit of the Company's accounting
and business records. The individual reports must be submitted
on Oct. 11, 2005 followed by the general report, which is due on
Nov. 29, 2005.

CONTACT: Mario Daniel Krasnansky
         Velasco 813
         Buenos Aires

PAY BACK: Initiates Bankruptcy Proceedings
Court No. 2 of the Buenos Aires' civil and commercial tribunal
declared Pay Back S.A. "Quiebra," reports Infobae. Clerk No. 4
assists the court on the case, which will close with the
liquidation of the Company's assets to repay creditors.

Jorge Guillermo Podesta, who has been appointed as trustee, will
verify creditors' proofs of claim until June 30, 2005 and then
prepare the individual reports based on the results of the
verification process.

The individual reports will then be submitted to court on Sep.
9, 2005 followed by the general report on Oct. 24, 2005.

CONTACT: Jorge Guillermo Podesta
         Reconquista 336
         Buenos Aires

SERVICIOS FUNERARIOS: Court Favors Creditor's Bankruptcy Motion
Court No. 6 of Buenos Aires' civil and commercial tribunal
declared Servicios Funerarios S.A. bankrupt, says La Nacion. The
ruling comes in approval of the petition filed by the Company's
creditor, Mr. Ernesto Regazzoli, for nonpayment of US$34,554.77
in debt.

Trustee Guido Salvadori will examine and authenticate creditors'
claims until August 5. This process is undertaken to determine
the nature and total amount of the Company's debts. Creditors
must have their claims authenticated by the date specified in
order to qualify for the payments that will be made after the
Company's assets are liquidated.

Clerk No. 12 assists the court on the case that will conclude
with the liquidation of the Company's assets.

CONTACT: Servicios Funerarios S.A.
         Avenida Belgrano 552
         Buenos Aires

         Mr. Guido Salvadori, Trustee
         Junin 55
         Buenos Aires

* ARGENTINA: CMS Energy Issues Statement on ICSID Award
CMS Energy (NYSE: CMS) issued the following statement Tuesday in
regard to the International Center for the Settlement of
Investment Disputes (ICSID) tribunal's decision on the Company's
claim against Argentina:

* An ICSID tribunal found in favor of CMS Energy's subsidiary,
CMS Gas Transmission, and awarded compensation in the amount of
U.S. $133 million, plus interest. The interest calculated to
date brings the amount of the award to U.S. $149 million.

* The tribunal found Argentina violated its treaty obligations,
including its obligations to treat CMS fairly and equitably,
under the bilateral investment treaty between the United States
and Argentina. Argentina's principle action was to change
unilaterally the regulatory framework (including the tariff
regime) for Transportadora de Gas del Norte (TGN), an Argentine
gas transportation company in which CMS Gas Transmission owns a
29.42 percent interest. CMS Gas Transmission's original claim
was for damages in the amount of U.S. $260 million. The award
provides that CMS Energy shall be required to transfer its
shares in TGN to Argentina following payment of the compensation
if, by May 12, 2006, Argentina pays to CMS Energy an additional
sum of U.S. $2.15 million.

* As part of its energy privatization incentives, Argentina gave
TGN the right to calculate tariffs in U.S. dollars then convert
them to pesos at the prevailing exchange rate, and to adjust
tariffs every six months to reflect changes in inflation.

* Starting in early 2000, Argentina suspended the inflation
adjustments. In December 2001 and January 2002, Argentina
unilaterally terminated the right of gas transportation
companies to calculate tariffs in U.S. dollars and to make
inflation adjustments.

* CMS Gas Transmission began its ICSID arbitration in mid-2001,
citing violations of Argentina's commitments under the bilateral
investment treaty.

* Although the tribunal found that Argentina's actions reduced
the value of CMS Energy's investment by approximately 95 percent
it did not base the award on expropriation.

* The tribunal considered -- and rejected -- Argentina's
constitutional arguments and found that Argentina's constitution
expressly mandates the recognition of international treaty
obligations and compliance with those obligations.

* The tribunal also examined Argentina's claim that its actions
were justified by an economic emergency and concluded that
didn't excuse Argentina from liability.

* The ICSID arbitration process, which is conducted under the
auspices of the World Bank, allows Argentina to seek an
annulment of the award from a newly constituted tribunal.
Annulment proceedings could potentially result in substantial
delay in the enforcement of the award.

* Media reports in Argentina have indicated that Argentina
intends to contest the award.

* CMS Energy is filing a Form 8-K with the U.S. Securities and
Exchange Commission about the ICSID award. That filing will
include the full text of the award. It will be available at the
CMS Energy website,, under "SEC
Filings" in the "Invest in CMS" section.

CMS Energy is an integrated energy company, which has as its
primary business operations an electric and natural gas utility,
natural gas pipeline systems, and independent power generation.

CONTACT: CMS Energy Corporation
         Media Contacts: Jeff Holyfield
         Tel: +1-517-788-2394
         Dan Bishop, +1-517-788-2395
         Investment Analyst Contact: +1-517-788-2590
         Web site:


LORAL SPACE: Bankruptcy Court OKs Settlement With Insurers
Loral Space & Communications Ltd. and certain of its
subsidiaries filed on July 15, 2003, voluntary petitions for
reorganization under Chapter 11 of Title 11 of the United States
Code in the United States District Court for the Southern
District of New York (the "Bankruptcy Court") and parallel
insolvency proceedings in the Supreme Court of Bermuda in which
certain partners of KPMG were appointed as joint provisional

On May 10, 2005, the Bankruptcy Court approved the settlement
that Space Systems/Loral, Inc. ("SS/L") reached with certain of
its insurers to settle its claim for a constructive total loss
of the Telstar 14/Estrela do Sul-1. Under this settlement, SS/L
will receive 82% of each settling insurer's respective
proportion of the insured amount for an aggregate of $100
million. In addition, under the settlement, the settling
insurers will waive any rights they may have to the satellite.
SS/L is in the process of finalizing settlement agreements with
another group of insurers on these same terms, which agreements,
when executed, will increase the insurance proceeds to be
received from the settling insurers to approximately $122
million. Pursuant to the terms of SS/L's security agreement with
Intelsat, $9.4 million of such insurance proceeds, representing
the remaining unearned portion of the $50 million advance
previously made by Intelsat to SS/L, has been deposited into a
restricted account subject to a control agreement in favor of
Intelsat, and Intelsat's security interest in all other
collateral has been released.

As to the remaining insurers, SS/L continues to negotiate with
them to reach a similar settlement. If SS/L is able to reach a
settlement with all of its insurers on the terms described
above, SS/L will receive aggregate insurance proceeds of $205
million and retain title to the Telstar 14/Estrela do Sul-1
satellite. In the event, however, that SS/L negotiates a lower
settlement with the remaining insurers (which will require
further Bankruptcy Court approval), SS/L may be required, under
certain circumstances, to adjust the settlement amount it
receives from the settling insurers as described above, to the
lower settlement amount.

CONTACT: Loral Space & Communications Ltd.
         600 Third Ave.
         New York, NY 10016
         Phone: 212-697-1105
         Web site:


COPEL: Concludes Debentures Public Distribution
"This notice is exclusively for information purposes, it does
not refer to an offer to sell debentures"

BB BANCO DE INVESTIMENTO S.A. ("Leading Coordinator"), BANCO
BANCOS BRASILEIROS S.A. (jointly the "Coordinators") report that
40,000 simple debentures (the "Debentures") were subscribed and
fully paid, in the nominative, book-entry, not convertible into
shares form, in a single tranche, with real guarantee, with unit
face value of R$ 10,000.00, on the date of the issue, that is,
on February 1, 2005, related to the third issue of COMPANHIA
76.483.817/0001-20, Rua Coronel Dulcidio, 800, CEP: 80420-170 -
city of Curitiba, State of Parana, summing the amount of:

R$ 400,000,000.00


Fitch Atlantic: A+ (bra)


The Issuance and real guarantee referred thereof were approved
by the Extraordinary General Meeting held on April 12, 2005, by
the Issuer's Board of Directors Meetings held on March 11, 2005
and March 21, 2005 and by the Board of Directors Meetings of
COPEL Geração S.A. held on March 10, 2005 and March 21, 2005.
The public offering of Debentures was the first one executed
within the scope of the First Securities Distribution Program of
Companhia Paranaense de Energia - COPEL, filed with the
Brazilian Securities and Exchange Commission (CVM) on April 25,
2005, duration of which is of 2 years from the filing date and
R$1,000,000,000.00 limit. The Debentures are accepted to be
traded in the secondary market by means of the Brazilian System
of Debentures - SND, administrated by the Brazilian Association
of Open Market Institutions - ANDIMA and operationalized by the
Brazilian Custody and Settlement Chamber - CETIP; and by means
of the Bovespa Fix Trade System, administrated by the São Paulo
Stock Exchange - BOVESPA, being, in this case, held in custody
at the Brazilian Company of Settlement and Custody - CBLC.

Debentures Placement         Purchasers   Debentures Acquired

  Individuals                   0         0
  Investment Clubs             0         0
  Investment Funds             8       2,269
  Private Pension Funds       2        587
  Insurance Companies             0         0
  Foreign Investors                0         0
  Coordinators Participating
      in the Distribution
      Consortium                   5      23,800
  Financial Institutions Linked
      to the Issuer and/or to
      the Coordinators             0       0
  Other Financial Institutions     3         13,189
  Other Legal Entities Linked
      to the Issuer and/or to
      the Coordinators             0            0
  Other Legal Entities             3           155
  Partners, Managers, Employees,
      Representatives and Other
  People Linked to the Issuer
      and/or to the Coordinators   0            0
  Other                         0            0
  Total                           21         40,000

Corporate Taxpayer's ID (CNPJ/MF) 00.806.535/0001-54
Avenida Paulista, 2.439, 11º andar, São Paulo - SP
Corporate Taxpayer's ID(CNPJ/MF) 60.701.190/0001-04
Avenida Eng. Armando de Arruda Pereira, 707, 9º andar, Sao Paulo
- SP

"The public distribution of Debentures was prepared in
accordance with the provisions of Self-Regulation Code of ANBID
(Brazilian Association of Investment Banks and Securities
Dealers) related to Public Offerings of Marketable Securities
registered with the 5th Registry of Deeds and Documents of the
State of Rio de Janeiro under # 497585, in compliance with the
minimum standards of information contained therein, and ANBID
does not assume any responsibility for the referred information,
the quality of the Issuer, the participating institutions and
the Debentures."

         Investor Relations team:
         Tel: (55-41) 222-2027

GLOBOPAR: Debt Restructuring Nears Completion
("Globopar") announced Tuesday that it is taking the final steps
in the restructuring of its debt. With the conclusion of
negotiations with creditors regarding the restructuring of
Globopar's debt, Ronnie Vaz Moreira has fulfilled his mission in
directing the company.

According to Roberto Irineu Marinho, president of Organizacoes
Globo, "Ronnie was fundamental in leading the debt renegotiation
process. It was quite a complex process, due to the diversity of
creditors and types of debt, and Ronnie handled it with
competence and serenity. When he assumed the presidency of
Globopar in September of 2002, we agreed that he would stay as
long as it took to conclude negotiations. He will continue to
work in his current position until the signing of all final
documentation, which is scheduled for the end of July. By that
time, the new structure of the company's financial area will be

At the end of April, Globopar announced the approval of its debt
restructuring proposal in all outstanding bond series. On May 5,
2005, all of Globopar's Brazilian and international creditor
banks signed an agreement related to the renegotiation of bank

CONTACT: Globo Comunicacoes e Participacoes S.A.
         Investor Contact:
         Stefan Alexander or Marta Meirelles
         Phone: 55 21 2540 4444

         Companhia de Noticias
         Brazilian Media Contact:
         Leilane Goytacazes
         Phone: 55-21-2543-2300

NII HOLDINGS: Forecasts Significant Savings from SME Amendments
The Brazilian National Communications Agency ("ANATEL")
published in the Official Gazette on May 16, 2005, the
amendments to the SME Regulations that, among other things, have
the effect of treating Nextel Brazil on the same basis with
respect to billing for use of other mobile networks as Nextel
Brazil's competitors currently have for use of other mobile
networks. These regulations became effective immediately and NII
Holdings, Inc. believes that such amendment will result in
significant savings from the current billing regime from other
mobile carriers.

NII Holdings, Inc., a publicly held company based in Reston,
Va., is a leading provider of mobile communications for business
customers in Latin America. NII Holdings, Inc. has operations in
Argentina, Brazil, Mexico and Peru, offering a fully integrated
wireless communications tool with digital cellular service,
text/numeric paging, wireless Internet access and Nextel Direct
Connect(R), a digital two-way radio feature. NII Holdings, Inc.
trades on the NASDAQ market under the symbol NIHD.

Nextel, the Nextel logo, Nextel Online, Nextel Business Networks
and Nextel Direct Connect are trademarks and/or service marks of
Nextel Communications, Inc.

CONTACT: Investor Relations
         Mr. Tim Perrott
         Phone: (703) 390-5113

         Media Relations
         Ms. Claudia E. Restrepo
         Phone: (786) 251-7020
         Web site:

NET SERVICOS: Issues Board of Directors Meeting Minutes
Date, Time and Venue:
  On May 10, 2005, at 10:00 am, at the Company's headquarters
  located at Rua Verbo Divino, 1356 - 1º andar, Chacara Santo
  Antonio, in the city of Sao Paulo, State of Sao Paulo.

  Board Members representing the required quorum, in accordance
  with the signatures below.

Presiding Board:
  Jorge Luiz de Barros Nobrega - Chairman.
  Andre Muller Borges - Secretary.

Arrangement and Agenda:
  The attending Board Members representing the required quorum,
  in accordance with the signatures at the end of these
  presenting the following agenda:

  1. To ratify the Company's capital stock increase authorized
     and approved in the Board of Directors Meeting as of
     11.3.2004 and ratified by the extraordinary general
     meeting held on2.4.2005.

  2. To approve the publication of these Minutes of the Board
     of Directors Meeting as Notice to the Market, including
     for the purposes of item 2 of the Company's Board of
     Directors Meeting as of 12.21.2004.

  3. To approve the debentures cancellation of the 2nd and 3rd
     public issuances of debentures Issued by the Company.

Works and Deliberations:

1. They approved the ratification of the Company's capital
stock increase, authorized and approved by the Board of
Directors meeting held on 11.3.2004 and ratified by the
extraordinary general meeting held on 2.4.2005, from two
billion, seven hundred, forty-eight million, six hundred, fifty
thousand, eight hundred reais and eleven centavos
(R$2,748,650,800.11) to three billion, three hundred, eighty-
seven million, four hundred, eight thousand, four hundred,
ninety-eight reais and seventy-one centavos
(R$3,387,408,498.71), by means of the issuance for private
subscription, within the authorized capital limit, from seven
hundred, forty-five million, one hundred, forty-seven thousand,
one hundred and fifty-three (745,147,153) common shares and one
billion, seventy-nine million, eight hundred, seventy-four
thousand, eight hundred and forty-three (1,079,874,843)
preferred shares, all non-par registered book-entry shares, e
price of thirty-five centavos of real (R$0.35) per common share
and per preferred share, respectively, corresponding to six
hundred, thirty-eight million, seven hundred, fifty-seven
thousand, six hundred, ninety-eight reais and sixty centavos
(R$638,757,698.60). The amount of eight million, seven hundred,
two thousand, eight hundred, ten reais and thirty-two centavos
(R$8,702,810.32), corresponding to the goodwill amount obtained
by the sale of nine million, four hundred, forty-five thousand,
one hundred and twenty-seven (9,445,127) common shares and
twenty-five million, six hundred, eighty-four thousand, two
hundred and fifty (25,684,250) preferred shares auctioned on
the Sao Paulo Stock Exchange (BOVESPA) on 5.9.2005, shall be
recorded in the Company's capital reserve account. As a
consequence of this ratification, the wording of the caput of
the Article 5 of the Company's Bylaws is amended, which shall
have, as from this date on, the following new wording:

Article 5 - The Capital Stock corresponds to three billion,
three hundred, eighty-seven million, four hundred, eight
thousand, four hundred, ninety-eight reais and seventy-one
centavos (R$3,387,408,498.71), divided into one billion, five
hundred, seventy-three million, five hundred, eighteen
thousand, four hundred and ninety-six (1,573,518,496) common
shares and two billion, two hundred, eighty million, three
hundred, fifty-nine thousand and thirty (2,280,359,030)
preferred shares, all non-par registered, book-entry shares.
The Capital Stock may be increased up to five billion reais
(R$5,000,000,000.00), regardless of the statutory amendment, as
provided for by the Article 168 of the Law 6,404/76, by
deliberation of the Board of Directors, which shall establish
the issuance conditions, under the terms of the paragraph 1 of
the Article 170 of the Law 6,404/76.

2. Considering the deliberation of item (1) above, they
approved the publication of the minutes of the Board of
Directors Meeting as NOTICE TO THE MARKET , including for the
purposes of item 2 of the Board of Directors Meeting as of
12.21.2004, which deals with the subscription and payment of
preferred shares by means of the stock option exercise granted
to the executive officers participating in the Company's
capital restructuring. The Shareholders shall not have
preemptive rights in this subscription under the terms of the
paragraph 3, of the Article 171 of the Law 6,404/76.

3.  For the purposes of complying with the provision in the
clause 3.7.6 of the "Deed of the Fourth Public Issuance of
Debentures, Not Convertible into Shares, with Real and Personal
Guarantee, of Net Serviços de Comunicaçao S.A.", dated as of
February 24, 2005, they approved the cancellation of two
thousand, three hundred and seventy-two (2,372) debentures of
the Company's 2 nd public issuance and nineteen thousand, nine
hundred eighty-four (19,984) debentures of the Company's 3 rd
public issuance, which were acquired by the Company in
accordance with the terms of its capital restructuring. The
Board Members also authorized the Company's Board of Executive
Officers to take all the required measures, including jointly
with the Clearing House for the Custody and Financial
Settlement of Securities - CETIP and the Brazilian Settlement
and Custody Company, for the cancellation of debentures of the
Compan y's 2nd and 3rd issuances mentioned above.

Nothing more to be dealt with, the meeting was adjourned,
drawing up these present minutes which, after being read, were
approved and signed by all attending board members, as well as
by the Secretary

Jorge Luiz de Barros Nobrega - Chairman, Andre Muller Borges -
Secretary, Ronnie Vaz Moreira, Stefan Alexander, Rossana
Fontenele Berto, Guilherme Perboyre Cavalcanti, Juarez de
Queiroz Campos Junior, Marcos da Cunha Carneiro, Carlos
Henrique Moreira, Jorge da Gama Braga Neto, Antonio Oscar de
Carvalho Petersen Filho, Joao Adalberto Elek Jr. and Edgard
Lobao dos Santos.

          Investor Relations: Marcio Minoru
          Phone: 011-5511-2111-2811

          Sandro Pina
          Phone: 011-5511-2111-2721


AOL LATIN AMERICA: Board Member Resigns, Vacancy to Remain
On May 17, 2005, David Gang resigned as a member of the Board of
Directors of America Online Latin America, Inc. ("AOLA"). Mr.
Gang recently terminated his employment with America Online,
Inc. to become co-CEO of an unaffiliated company. Mr. Gang had
been appointed to AOLA's Board of Directors by America Online,
Inc. and Time Warner Inc. (the "Series B Preferred
Stockholders"). The Series B Preferred Stockholders have
informed AOLA that they do not expect to fill the vacancy
created by the resignation of Mr. Gang.

CONTACT: America Online Latin America, Inc.
         Phone: 954-229-2100

BALLY TOTAL: Appoints Two New Directors to its Board
Bally Total Fitness Holding Corporation (NYSE: BFT), North
America's leader in health and fitness products and services,
announced Tuesday that its Board of Directors has appointed
Marilyn R. Seymann, Ph.D. and David C. Wilhelm as directors of
the Company. These appointments bring the number of directors on
the Bally Total Fitness Board of Directors from seven to nine.

"Our Board will benefit greatly from these two new people and
their strong backgrounds. Marilyn brings a national reputation
as a respected authority on corporate governance issues and
David has an impressive record as both a business man and a
political strategist," said Paul Toback, Chairman and Chief
Executive Officer of Bally Total Fitness. "Both of these
professionals will serve us well as independent directors and
knowledgeable advisors to the Company."

A leading corporate governance consultant, Dr. Seymann is the
author of numerous articles on corporate governance, technology
and strategy, and a co-author of the book The Governance Game.
Dr. Seymann is currently President and CEO of M One, Inc., a
onsulting firm specializing in strategy and governance
consulting for public and private companies. Additionally, she
is a Founding Partner of The Directors' Council, a company that
helps corporate boards identify and recruit new independent
directors. Previously, Dr. Seymann served as a managing director
with Arthur Andersen & Co. and Executive Vice President of Chase
Bank of Arizona. She also has served as Associate Dean of the
College of Business at Arizona State University and Chief of
Staff to Arizona Governor Bruce Babbitt.

Dr. Seymann, former chair of the Board of Directors of
NorthWestern Corporation, also currently serves on the boards of
Beverly Enterprises, Inc. (NYSE: BEV), MAXIMUS (NYSE: MMS),
Provide-Commerce (NASDAQ: PRVD), and EOS International (NASADQ:
EOSI). Previously, she served on the boards of American Tool
Company, True North Communications and Community First
Bankshares. She is a member of both the faculty and the Blue
Ribbon Commission of the National Association of Corporate

For more than a decade, David Wilhelm has been a business leader
and entrepreneur. He is the founder and president of Woodland
Venture Management, a firm that has developed two venture
capital funds designed to tap the unrealized potential of high
growth businesses in the Appalachian region and the Midwest. He
was previously a senior managing director at Kemper Securities.

Mr. Wilhelm's business success builds on his considerable
political experience. He was the national manager of Bill
Clinton's 1992 presidential campaign and was subsequently named
the chair of the Democratic National Committee, becoming the
youngest person in American history to hold that post. He has
managed or chaired the campaigns of some of the nation's leading
political figures, including the late Paul Simon, Richard M.
Daley, Joseph Biden and Rod Blagojevich.

Mr. Wilhelm is a lecturer at the University of Chicago and a
graduate of Harvard University's Kennedy School of Government.
He is the recipient of honorary doctorates from Ohio University
and the University of Charleston. He serves on the boards of
Children's Memorial Hospital, Christian Century Magazine, the
Chicago Project for Violence Prevention, the Illinois Venture
Capital Association, and the Chicagoland Entrepreneurship

Bally Total Fitness is the largest and only nationwide
commercial operator of fitness centers, with approximately four
million members and 440 facilities located in 29 states, Mexico,
Canada, Korea, China and the Caribbean under the Bally Total
Fitness(R), Crunch Fitness(SM), Gorilla Sports(SM), Pinnacle
Fitness(R), Bally Sports Clubs(R) and Sports Clubs of Canada(R)
brands. With an estimated 150 million annual visits to its
clubs, Bally offers a unique platform for distribution of a wide
range of products and services targeted to active, fitness-
conscious adult consumers.

CONTACT: Bally Total Fitness
         Matt Messinger
         Phone: 773-864-6850

         Brunswick Group
         Frank De Maria
         Phone: 212-333-3810

EMPRESAS ICA: Refinances Debt Through $150M Note Placement
Empresas ICA, S.A. de C.V. (BMV and NYSE:ICA), the largest
engineering, construction, and procurement company in Mexico,
announced Tuesday the placement of US$150 million of 6.95
percent notes due 2025 through a structured transaction that is
intended to refinance the debt of the Corredor Sur tollroad
project in Panama. The notes will be issued by a Panamanian
trust created in connection with the transaction. The offering
is expected to settle on May 25.

ICA's subsidiary, ICA Panama, S.A., which holds the concession
to operate the Corredor Sur, will transfer to the Panamanian
trust the rights to collect tolls and revenue from auxiliary
services on the Corredor Sur, rights as beneficiary to certain
insurance policies, and certain contractual rights to receive
compensation from the Government of Panama.

The notes are in the process of being registered with the
National Securities Commission of Panama and in process of
approval for listing on the Panama Stock Exchange. The notes
have not been, and will not be, registered with the U.S.
Securities and Exchange Commission, and will be offered outside
of Panama under the exemptions to registration afforded by Rule
144A and Regulation S of the Securities Act of 1933, as amended.

The notes received investment grade ratings from the three
principal credit rating agencies: Baa2 by Moody's, BBB by Fitch
Ratings, and BBB- by Standard & Poors, which rates Panama's
sovereign credit rating BB+.

The proceeds from the note placement will be used in part to
repay 100 percent of the outstanding debt relating to the
project (including a payment of US$ 51.2 million in respect of
outstanding indebtedness to the International Finance
Corporation-IFC) and to fund certain reserve accounts of the
issuing trust as required under the terms of the financing. The
balance will be used primarily to repay corporate debt and for
other corporate purposes of ICA.

In 1995, the Ministry of Public Works (MOP) of Panama granted
ICA Panama a 30-year concession for the construction and
operation of the Corredor Sur, a 19.76 km four-lane divided
highway that links Panama City's central business district with
Tocumen International Airport. The first section of the road
opened to traffic in June 1999, and the final section opened in
February 2000.

These securities have not been and will not be registered under
the United States Securities Act of 1933, as amended, and may
not be offered or sold in the United States absent registration
or an applicable exemption from registration requirements. They
will be offered outside Panama only pursuant to the exemptions
from the registration requirements granted under Rule 144A and
regulation S of the 1933 Securities Ac, as amended.

These securities will not be issued in Mexico and are not being
issued by a Mexican person. They have not been registered in the
National Securities Register of the National Banking and
Securities Commission, and will not be publicly offered or
traded in Mexico. Any Mexican investor who acquires these
instruments does so at their own risk.

ICA was founded in Mexico in 1947. ICA has completed
construction and engineering projects in 21 countries. ICA's
principal business units include civil construction and
industrial construction. Through its subsidiaries, ICA also
develops housing, manages airports, and operates tunnels,
highways, and municipal services under government concession
contracts and/or partial sale of long-term contract rights.

         Ing. Alonso Quintana
         Phone: (5255) 5272-9991 x3468

         Lic. Paloma Grediaga
         Phone: (5255) 5272-9991 x3664

         In the United States:
         Zemi Communications
         Daniel Wilson
         Phone: (212) 689-9560

VITRO: S&P Details Liquidity, Operating Cash Flow Concerns

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

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

Vitro's high leverage is reflected in its key financial
indicators. For the 12 months ended March 30, 2005, Vitro posted
EBITDA interest coverage, total debt/EBITDA, and FFO/total debt
ratios of 1.6x, 4.4x, and 9.7%, respectively. Furthermore, the
company's free operating cash flow generation is considered
weak, as evidenced by a FOCF/sales ratio of 2% and FOCF/total
debt ratio of 3% posted in 2004. The operating environment for
Vitro's operations is challenging across the board, and it
reflects increased competition in the domestic market and the
continued strength in natural gas prices. In 2005, the spotlight
will be on the glass containers business, as it is expected to
drive the company's revenue and EBITDA generation. It appears
that prospects for the unit are favorable due to the acceptance
of price increases by key customers. Nevertheless, the company's
performance has been disappointing in recent years and 2005
could see another decline in the issuer's EBITDA margin.


The company's prefinancing cash flow generation is weak (less
than $50 million is expected in 2005) and compares unfavorably
to short-term debt maturities (including trade facilities) that
totaled $339 million as of March 30, 2005. Covenant headroom is
tight. Nevertheless, Standard & Poor's believes that Vitro's
liquidity is sufficient to meet its 2005 maturities. As of March
30, 2005, the issuer held about $185 million in unrestricted
cash, which should be sufficient to meet holding company
obligations of about $100 million that are due in the next 12
months. Vitro's financing plan for 2005 will focus on the
refinancing of debt maturities in its flat glass subsidiary
(Vitro Plan S.A. de C.V.)


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

Primary Credit Analyst: Jose Coballasi, Mexico City (52)55-5081-

Secondary Credit Analyst: Federico Mora, Mexico City (52) 55-


LUMINA COPPER: Reports Net Loss of $470,380 in 1Q05
Lumina Copper Corp reports on its activities and financial
results for the quarter ended March 31, 2005 ("Q1"). On February
2, 2005, Lumina announced its intention to proceed with a
reorganization of the Company, by way of a statutory plan of
arrangement, which will have the result of dividing its present
mineral resource assets amongst four separate companies: Lumina,
Northern Peru Copper Corp. ("Norco"), Global Copper Corp.
("Global") and Lumina Resources Corp. ("Lumco").

The reorganization is described as follows:

- The existing company will be renamed Regalito Copper Corp. and
will hold the Regalito property.
- Norco will hold the Galeno and Pashap properties.
- Global will hold the Relincho, Vizcachitas, Taca Taca and San
Jorge properties.
- Lumco will hold the Casino, Redstone and Hushamu properties.

Under the reorganization, shareholders will receive in exchange
for their Lumina shares, an equal number of shares in the new
entities: Regalito Copper Corp, Northern Peru Copper Corp,
Global Copper Corp and Lumina Resources Corp. The effective date
of the reorganization will be the close of trading on May 18,

The reorganization received final approval from the Supreme
Court of British Columbia on May 12, 2005. Regulatory approval
for the reorganization was also received on May 12, 2005.
Shareholder approval was received at a shareholders' meeting
held on May 9, 2005.

Exploration activities during the quarter focused primarily on
the Regalito Property in Chile. Lumina continues to advance the
development of the property by focusing on advancing the 2005
work program to evaluate the economic viability of a large scale
mining and leaching operation at Regalito. The metallurgical
testing program that began in 2004 continues and initial results
from the program have been encouraging. The bulk column testing
program is continuing as planned and will operate for the
remainder of 2005. A relogging program of the drill core was
initiated during the first quarter and a comprehensive surface
geological map was compiled.

As at March 31, 2005, Lumina had cash and cash equivalents of
$12,571,487 and working capital of $14,388,649. The Company had
current assets of $14,747,781 and long-term assets of
$21,157,873, for total assets of $35,905,654. The Company had
current liabilities of $359,132 and no long term debt.
Shareholders' equity at March 31, 2005 was $35,546,522. The net
loss for the three months was $470,380.

Lumina Copper Corp. is engaged in acquisition, exploration and
development of copper resources in both North and South America.

CONTACT: Lumina Copper Corp
         David Strang
         VP Corporate Development
         Tel: 604 687 0407
         Fax: 604 687 7401


COFAC: Fitch Upgrades from Default to 'CC' Rating
Fitch Ratings has assigned international and national long-term
ratings to Cooperativa Nacional de Ahorro y Credito COFAC of
'CC' and 'B-(uy)', respectively, removing them from the default
category of 'D' both internationally and nationally. At the same
time, Fitch has affirmed COFAC's support rating at '5'.

COFAC's ratings were placed in default following the bank's
suspension by the Central Bank of Uruguay in March due to its
severely deficient capital levels and the entity's failure to
meet capital targets set out in successive capitalization plans.
The assigned ratings are based on the capitalization received by
COFAC following its suspension and the improvement in its
liquidity position as a result of the reprogramming of a portion
of its deposits. At the same time, the ratings also factor the
impact the suspension is likely to have on the institution's
market position, both in terms of loans and deposits.

Following the brief suspension of COFAC, its depositors agreed
to a plan whereby a portion of deposits over USD 15,000,
excluding checking account balances, were converted to equity as

-- 12% of deposits between US$15,000 and US$25,000;

-- 26% of deposits over US$25,000.

In addition, the uncapitalized portion of these deposits were
restructured with gradually increasing quarterly amortizations.

Established in Uruguay in 1987, COFAC is the largest of
Uruguay's credit cooperatives and reported assets of US$252
million and equity of US$18.6 million at year-end 2004. COFAC
has over 320,000 members and its network consists of its head
office, as well as 40 branches located throughout the country.
COFAC is primarily focused on retail banking, serving primarily
Uruguayan individuals and Pymes. COFAC forms part of Grupo
COFAC, which is a financial group dedicated to providing
financial services in Uruguay and has subsidiaries in insurance,
pensions and credit cards.


BANESCO BANCO: Fich Affirms Debt Ratings; Outlook Negative
International rating agency Fitch has affirmed the international
debt ratings of Venezuelan bank Banesco Banco Universal and
revised the Outlook to Negative from Stable, as listed below:

  --Long-term foreign currency at 'B'
  --Short-term foreign currency at 'B'
  --Individual affirmed at 'D'
  --Support affirmed at '5'
  --Long-term national rating at 'A-(ven)'
  --Short-term national rating at 'F2(ven)'

(See Fitch Notes below for further details.)

BANCO DEL CARIBE: Fitch Outlook Deteriorates
International rating agency Fitch has affirmed the international
debt ratings of Venezuelan bank Banco del Caribe and revised the
Outlook to Negative from Stable, as listed below.

  --Long-term foreign currency at 'B+'
  --Short-term foreign currency at 'B'
  --Long-term local currency at 'B+'
  --Short-term local currency at 'B'
  --Individual at 'D'
  --Support at '5'
  --Long-term national rating at 'A+(ven)'
  --Short-term national rating at 'F1(ven)'

(See Fitch Notes below for further details.)

BANCO DE VENEZUELA: Fitch Revises Rating Outlook Downward
International rating agency Fitch has affirmed the international
debt ratings of Venezuelan bank Banco de Venezuela and revised
the Outlook to Negative from Stable, as listed below:

  --Long-term foreign currency at 'B+'
  --Short-term foreign currency at 'B'
  --Long-term local currency at 'B+'
  --Short-term local currency at 'B'
  --Individual at 'C/D'
  --Support at '5'
  --Long-term national rating at 'AA(ven)'
  --Short-term national rating at 'F1(ven)'

(See Fitch Notes below for further details.)

BANCO EXTERIOR: Fitch Affirms Ratings, Revises Outlook
International rating agency Fitch has affirmed the international
debt ratings of Venezuelan bank Banco Exterior and revised the
Outlook to Negative from Stable, as listed below.

  --Long-term foreign currency at 'B+'
  --Short-term foreign currency at 'B'
  --Long-term local currency at 'B+'
  --Short-term local currency at 'B'
  --Individual at 'C/D'
  --Support at '5'
  --Long-term national rating at 'AA-(ven)'
  --Short-term national rating at 'F1(ven)'

(See Fitch Notes below for further details.)

BANCO MERCANTIL: Ratings Affirmed, Outlook Worsens
International rating agency Fitch has affirmed the international
debt ratings of Venezuelan bank Banco Mercantil and revised the
Outlook to Negative from Stable, as listed below:

  --Long-term foreign currency at 'B+'
  --Short-term foreign currency at 'B'
  --Long-term local currency at 'B+'
  --Short-term local currency at 'B'
  --Individual at 'C/D'
  --Support at '5'
  --Long-term national rating at 'AA(ven)'
  --Short-term national rating at 'F1(ven)'

(See Fitch Notes below for further details.)

BANCO OCCIDENTAL: Fitch Reiterates Ratings, Outlook a Concern
International rating agency Fitch has affirmed the international
debt ratings of Venezuelan bank Banco Occidental de Descuento
and revised the Outlook to Negative from Stable, as listed

  --Long-term foreign currency at 'B-'
  --Short-term foreign currency at 'B'
  --Long-term local currency at 'B-'
  --Short-term local currency at 'B'
  --Individual at 'D/E'
  --Support at '5'
  --Long-term national rating at 'BBB(ven)'
  --Short-term national rating at 'F3(ven)'

(See Fitch Notes below for further details.)

BANCO PROVINCIAL: Fitch Revises Outlook to Negative
International rating agency Fitch has affirmed the international
debt ratings of Venezuelan bank Banco Provincial and revised the
Outlook to Negative from Stable, as listed below:

  --Long-term foreign currency at 'B+'
  --Short-term foreign currency at 'B'
  --Long-term local currency at 'B+'
  --Short-term local currency at 'B'
  --Individual at 'C/D'
  --Support at '5'
  --Long-Term national rating at 'AA(ven)'
  --Short-term National rating at 'F1(ven)'

(See Fitch Notes below for further details.)

BANCO VENEZOLANO: Debt Ratings Affirmed by Fitch
International rating agency Fitch has affirmed the international
debt ratings of Venezuelan bank Banco Venezolano de Credito and
revised the Outlook to Negative from Stable, as listed below:

  --Long-term foreign currency at 'B+'
  --Short-term foreign currency at 'B'
  --Long-term local currency at 'B+'
  --Short-term local currency at 'B'
  --Individual at 'D'
  --Support at '5'
  --Long-term national rating at 'A+(ven)'
  --Short-term national rating at 'F1(ven)'

(See Fitch Notes below for further details.)

FITCH NOTES: The rating action follows Fitch's assessment of the
recent measures taken by the local financial authorities that
further control a number of bank activities and, consequently,
restrict their financial flexibility.

Fitch notes that, until recently, such measures had been limited
to compulsory lending requirements (mostly at controlled
interest rates), which had been introduced gradually since 1999,
and limiting of fees and commissions for specific products.
However, it appears that the pace of these reforms and their
relevance in terms of the impact that they may have on banks'
financial profiles have been increasing in recent times.
Currently, there are a number of new proposals that, if
implemented, would further control bank operations. Were a
number of additional measures to be implemented, including, but
not restricted to those mentioned below, to be implemented,
which in Fitch's judgment negatively affect bank performance,
the international debt and individual ratings of Venezuelan
banks will be reassessed.

Venezuelan banks have had compulsory lending requirements at
government controlled rates to the agricultural sector since
1999 (currently set at a minimum of 16% of total lending),
microbusiness sector since 2001 (3% of total lending but
interest rates not directly controlled), and controls over fees
and commissions of some products since 2003. In 2005, compulsory
lending at government defined rates to the mortgage sector was
introduced (10% of total lending), as well as maximum and
minimum levels for lending and deposit rates. In many of the
aforementioned cases, interest rates charged by banks to clients
are negative in real terms (nominal interest rates below
inflation). Also, in 2005, the government eliminated all fees
relating to the maintenance of savings accounts and charges for
check processing, among others.

Measures that could potentially be introduced in the future
comprise the elimination of fiscal exemptions for banks of
income from government securities (roughly 40% of total banking
system's assets) and the incorporation of off-balance sheet
ceded investments into the balance sheet of banks, which would
negatively affect their regulatory equity to assets ratios
(minimum 10%), particularly in an environment of high growth of
monetary assets since the imposition of foreign exchange
controls in 2003.

There are a number of other threats to the system, such as a
legal dispute over mortgage loans granted in the late 1990s,
which could ultimately result (although unlikely at this stage)
in a number of banks' presidents facing criminal charges, as
well as the increase of compulsory lending requirements to
micro-businesses and the tourism industry. In addition, the
National Assembly is in the process of approving the reform to
the 2001 Banking Law and other regulatory pieces that may
increase government intervention in the future.

As Fitch pointed out since the approval of the current Banking
Law in 2001, government intervention remains one of the key
risks for Venezuelan banks while new measures taken by the
authorities gradually reduce the system's room to maneuver in
case of an economic downturn. In this regard, Fitch notes that
banks are the only institutional investor of any relevance in
Venezuela , and therefore able to absorb often hefty domestic
sovereign issuances. In Fitch's view, if the health of the
banking system is endangered, the government's ability to
finance itself locally may be hampered.

PDVSA: Evaluates Refining Business With Uruguay's ANCAP
PDVSA and ANCAP's members ratified their intention to promote
the strategic use of energy and the multi-polar nature of the
relations between both countries, based on the principles of
mutual cooperation, solidarity and complementation contemplated
in the Energy Cooperation Agreement of Caracas, which sets forth
that Venezuelan crude supply to Uruguay may be paid through
trade compensation mechanisms.

Alejandro Granado, PDVSA's Refining vice-president pointed out
that " Uruguay is important within the strategy the Corporation
is implementing in the refining area, besides being a strategic
ally that boosts Petrosur's initiative". He stated that
logistics and technical requirements are being evaluated to
shortly begin processing Venezuelan crude in the La Teja
Refinery in Uruguay , thus complying with the Energy Cooperation
Agreement of Caracas which establishes that Venezuela will send
up to 43,800 barrels of oil per day to Uruguay .

Daniel Martinez, ANCAP's CEO, expressed that his visit to
Venezuela is aimed at reviewing the energy agreements signed by
both nations, in order to enforce them as soon as possible. He
considers that this initiative will translate into a balanced
economic development in a win-win scenario.

"We are implementing the integration of both countries, availing
of the fact that Venezuela and Uruguay have a similar geo-
political and economic situation. The synergy between both oil
companies is undoubtedly a clear message indicating that
Petrosur shall become the coordinating body for energy
policies", stated Mr. Martinez

Maria Urbaneja, Venezuelan Ambassador in Uruguay , underlined
that the materialization of the energy agreements signed by
Presidents Chavez and Vasquez, shall improve the quality of life
of the people of both countries. "We clearly are taking
effective and definitive steps to implement these initiatives".

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:

PDVSA: Insists on Transparency of Crude Sales Operations
Petroleos de Venezuela (PDVSA), in view of the disinformation
campaign unleashed against Venezuela's main industry, and being
aware of its duty to maintain the country duly informed in a
comprehensive and timely manner, feels compelled to affirm once
again that its sales operations for crudes in the international
market are totally transparent and under its control, and states
categorically that it does not engage in sales transactions
through the Internet.

The Venezuelan national oil corporation has not at any time
authorized any company the use of the official Venezuelan crudes
denominations in sales offers through the Internet, nor can it
make itself responsible for the contents of the websites of
other companies. The Corporation reserves for itself the right
to proceed legally against the unlawful use of the official
commercial denominations of its crudes and products.

PDVSA commercial operations are conducted according to precise
guidelines which specify that crude oil in its various forms can
only be sold to final users, e.g. refineries. Any interested
intermediary may only negotiate a purchase if the offer in
question is supported by a crude processing agreement with a
manufacturer. Similarly, any eventual sales which could be
traded in the spot market will only be undertaken with companies
duly registered with PDVSA,

Since the end of 2004, the Export Prices Committee (COPEX), made
up by Energy and Petroleum Ministry officials and PDVSA
representatives, works on the setting of export prices on an
ongoing basis. For the purpose calculating the prices for each
of the various crudes and commercial blends produced in
Venezuela, COPEX makes use a number of formulas which are tied
to public market indicators, such as those published by Platt's
Oilgram, Petroleum Argus, etc., a step recognized by PDVSA's
customers as being a sound business practice.

These calculation formulas are now a part of all new sales
contracts, which now have a year's duration, thus reversing a
trend which had led to contracts which committed the Corporation
for up to 20 years. These contracts are all reviewed and
analyzed by PDVSA's Supplies Committee.

Beginning in 2005, a procedure which makes use of electronic
tendering has been put in place. This ensures fairness in
dealings with all product purchasers, while at the same time
closing the door to the possibility of discretionary dealings.
This strategy has generated extra profits for $5 million, due to
better negotiating margins, and a reduction in the number of
cargo's sold at below minimum averages.

PDVSA once again alerts all Venezuelans of this campaign aimed
at generating unrest in the country, damaging fundamental
institutions and benefiting the economic interests of the
multinational companies. The national oil corporation once again
calls on the Venezuelans to confront dark-intentioned
antidemocratic sectors, and oppose manipulation and deceit.

PDVSA: Coronel Publicly Criticizes President's Management
Below is an open letter written by Gustavo Coronel, a member of
PDVSA's first board of directors, and addressed to President
Chavez concerning the Venezuelan Oil Company:

May 11, 2005

Mr. President,

You would probably agree with me, that in principle, without a
properly managed and well-financed oil industry, there are no
guarantees that our country will ever attain economic
development and prosperity. As you celebrate over six years in
office, I would like to assess the situation of Venezuela's most
important state-owned corporation and principal source of
revenue, the Venezuelan Oil Company (PDVSA).

The current situation of PDVSA can be described as disastrous,
as result of the destructive manner in which you and your
henchmen have managed it. You have used oil as a political
instrument to buy support, in the Western Hemisphere, for your
revolution. You have also used the oil company to finance social
programs destined to alleviate, only temporarily, the suffering
of the poor; instead of developing and implementing long lasting
solutions to the problems that afflict the country.

The downfall of the Venezuelan Oil Company began with the
appointment of incompetent accomplices to top managerial
positions. Action perpetrated to obtain total control of the
Venezuelan Oil Company.

You Mr. President, replaced Roberto Mandidi, after a brief but
excellent performance as President of PDVSA, by Hector
Ciavaldini -- a former PDVSA employee who had filed a legal suit
against the corporation for disagreements on compensation
matters. The appointment of Mr. Ciavaldini was completely
inappropriate and his lack of expertise and managerial skills
resulted in serious problems with the oil unions.

Then you appointed General Guaicaipuro Lameda, who was
apparently a loyal supporter of your regime. Lameda, however,
after assessing the chaos reigning in the corporation, decided
to rebuild PDVSA and ignore your orders. Lameda's honesty cost
him is job.

You proceeded to appoint Gaston Parra as the new president,
action taken as an insult by PDVSA managers and oil workers.

You Mr. President, precipitated the April 2002 crisis. During a
speech you made before the National Assembly and foreign
diplomats, you admitted that appointing Gaston Parra was a
premeditated action aimed to provoke PDVSA managers and oil
workers and then to use their insubordination as an excuse to
consolidate the political and financial take over of the
Venezuelan oil industry.

What you did not foresee, was the magnitude of the popular
rejection to Parra's appointment and the imminent strike of the
oil workers being supported by a massive civilian protest on
April 11, 2002. The subsequent chain of events and your
unconstitutional order to use heavy military equipment against
unarmed civilians propelled top ranking military officials into
demanding your resignation, which you accepted. The announcement
was made by General Lucas Rincon Romero on national television
during the early hours of April 12. Despite your return to the
Presidency, to this day, neither the nation nor you have
recuperated from the tragic events that unfolded as a
consequence of the overwhelming popular rejection of your
presidential actions.

Well, needless to say, Parra had to go (he is now in the Central
Bank) and you searched for a more reconciliatory personage to
fill the important position, Mr. Ali Rodriguez Araque.
Rodriguez, an individual with a questionable past, a former
guerilla specialist in explosives, was now somewhat civilized
thanks to years in congress and to his experience as an OPEP
executive in Vienna. However, it soon became apparent that
Rodriguez was not the right person to manage a rapidly declining
corporation. Rodriguez's knowledge of the oil industry was
definitely exiguous.

Under Rodriguez, the struggle for power inside the oil company
continued to increase, as at least three groups disputed and
still dispute control of the corporation: military officials,
the ultra-radicals and Rodriguez's partisans. As the struggle
for power increased, the corporation's gradual deterioration
accelerated: production declined, the amount of oil spills
increased dramatically, the refineries showed evidence of under-
yield related problems, oil tankers began to corrode, the
centers of research and training disappeared - at least as we
knew them, PDVSA managers and oil workers were fired arbitrarily
on national TV and replaced by friends of the regime. PDVSA
consistently failed to report the financial statements to the
Security Exchange Commission and stopped conducting the annual
shareholders meetings.

You, Mr. President thought you could resolve the chaos you
created by brainwashing Venezuelans with a new marketing
campaign, the message: "Now PDVSA belongs to the people".
Nothing further from the truth, the Venezuelan Oil Company is
now a Pandora 's Box that will have to wait to be opened by
those who replace your regime, some day.

Rodriguez was fired and the Secretary of the Department of
Energy, Mr. Ramirez, was appointed as the new President. That
decision definitively sealed the destruction of PDVSA and your
absolute political control of the corporation. Prior
administrations had always avoided giving the Department of
Energy direct control over PDVSA's operations to ensure certain
independence from the executive. Now, PDVSA is totally under the
control of your administration.

Under Ramirez, PDVSA's path towards destruction is glimpsed with
inexorable certainty: Production continues to decline rapidly,
the refineries are experiencing serious operating problems,
corruption has spread internally and has defined the business
practices of the corporation. The financial statements are
conspicuous in their absence, deals and contracts with third
parties are subjected to unilateral modification by PDVSA
officials who then charged the companies with tax evasion and
other irregularities.

No corporation can succeed in the market place when the top
management is changed as frequently as you put on a new suit,
Mr. President. Didn't you know that a corporation like the
Venezuelan Oil Company, which competes with powerful
multinational corporations, needs to have a solid strategic
planning to succeed in the international market place? What
possibilities of success does PDVSA have if the corporation's
strategies change every ten months when a new Board of Directors
takes over? Not even a cafeteria in the army could feed
satisfactorily the brave Venezuelan soldiers under this kind of
uncertainty and mismanagement.

You may think that oil can be found without exploration, that it
can be produced without implementing methods of secondary
recuperation, that it can be refined without maintaining the
industrial processing plants. You are too busy militarizing the
country, purchasing armament from Russia and training
Venezuelans to use rifles. You do not seem to care that the
reputation of the Venezuelan Oil Company has suffered
considerably, probably to the extent that it may no longer be
considered a reliable oil supplier in the international markets.
You are not concerned because you do have a strategy. Your
strategy is to enjoy the oil high prices while the free ride
lasts, cripple the industry's infrastructure, sell our most
valuable nonrenewable natural resource through intermediaries --
diminishing PDVSA's profitability levels -- and give away the
Venezuelan oil as a present to your personal friends.

We, the Venezuelan people cannot demand from our President to
become an oil expert; but we do have the right to demand that
Venezuelan oil is not used as a political weapon for personal
agendas and that knowledgeable and honest people take the reigns
of the the Venezuelan Oil Industry without interference from the

There is more to being a President than to give interminable
speeches. One of your responsibilities Mr. President should be
to ensure that state-owned corporations are run by capable and
honest professionals without government interference and that
those people are held accountable for their actions. During the
six years of your regime some $120,000 million in oil revenues
have entered the country. Where is that money? When are you
planning to inform the Venezuelan people how you have spent all
that money?

I truly believe that you are unaware of the enormous damage you
have done to our country by crippling the Venezuelan Oil
Company, damage that is about to reach a point of no return.

As long as PDVSA is under incompetent hands and oil is used to
gain political leverage in the international arena, there will
be no hope, not for the Venezuelan Oil Company, not for

PDVSA: Congress to Investigate Contracts With Private Firms
The National Assembly will investigate contracts that PdVSA
signed with private oil firms in the 1990s, as well as four
heavy crude projects in the Orinoco tar belt, reports Dow Jones
Newswires. The inquiry, according to Rodrigo Cabezas, who will
head the Congressional committee investigating the contracts,
will focus on allegations by PDVSA President Rafael Ramirez that
the oil opening was a process of selling national assets and a
fiscal fraud.

Private oil operations have come under fire in Venezuela for
paying discounted tax rates under contracts signed with previous
governments. President Hugo Chavez has suggested handing the 32
operating contracts a retroactive tax bill, in addition to
recent tax increases.

Private firms pump around 40% of Venezuela 's oil output, or 1.1
million b/d. The operating agreements have a combined output of
over 500,000 b/d.

At the same time, Chavez has also accused the Orinoco projects
of mixing low-quality crude with other products to increase the
sale value, thereby breaking the contracts. The committee will
also look at the Orinoco contracts, said Cabezas.

Meanwhile, the nation's comptroller general has said his office
will investigate alleged spending irregularities at PDVSA.

Comptroller General Clodosbaldo Russian said the office is
reviewing the "legality" of oil-financed social programs, which
range from agriculture training to adult literacy classes.

President Hugo Chavez has vowed to redistribute the country's
oil wealth to the poor through social outreach programs known as


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