TCRLA_Public/050707.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, July 7, 2005, Vol. 6, Issue 133

                            Headlines


A R G E N T I N A

AA ABASTECIMIENTOS: Judge Rules in Creditor's Favor: Bankruptcy
CEPA: Declared Bankrupt by Local Commercial Court
COMPANIA MEGA: Rating Reflects Unstable Economic Environment
CRESUD: Holders Exercise Warrant Rights After Conversion
ENTO S.A.: Required Reports Deadlines Set

ERBO S.A.: Court Approves Concurso Motion
FARMACIA CALPER: Officially Bankrupt Following Court Ruling
FRIGO BEEF: Proceeds With Mandatory Liquidation
HACENDAL S.A.: Court Designates Trustee for Liquidation
HOTELERA ANDINA: General Report Next Step in Process

INTERNATIONAL PURCHASE: Court Orders Liquidation
IRSA: Conversion Reduces Debt by $446,667
LINEA 22 S.A.: Court Approves Concurso Motion
LUDZA S.A.: Creditor's Bankruptcy Motion Approved
MT & M: Debt Payments Halted, Moves to Reorganize

POHBA S.A.: Court Rules for Liquidation
PRINTIP S.A.: Initiates Bankruptcy Proceedings
TENANCO SACIFIA: Court Declares Company Bankrupt
VICTORIO ELENA: Bankruptcy Initiated by Court Order


B E R M U D A

LOM HOLDINGS: Brian Lines to Exit Company


B O L I V I A

AGUAS DEL ILLIMANI: Fitch Cuts Bonds' Risk Classification


B R A Z I L

BANCO BRADESCO: Launches Government Bonds Sale Online
CAMARGO CORREA: Moody's Assigns B1 Rating to Proposed Notes
CSN: Merrill Lynch Lowers Stock Outlook Over Pricing Concerns
EMBRATEL: Shareholders to Review By-law Changes on July 14
TCP: Board Nominates Gardeliano as Executive Vice-President

USIMINAS: Debuts Trading at Latibex


C H I L E

AES GENER: Ratings Explained, Restructuring Yields Confidence


C O L O M B I A

* COLOMBIA: Pension Fund Continues to Put Pressure on Finances


E C U A D O R

PETROECUADOR: Seeking Companies to Sign Up for Crude Tender


M E X I C O

CINTRA: Aviation Workers Seek Transparency Airlines Sale
EMPRESAS ICA: Looks to Rais Additional Equity Capital
EMPRESAS ICA: Rail Bid Falls Short of Financial Conditions
TFM: KCS Announces Appointment of Javier Rion as CEO


U R U G U A Y

BANCO COMERCIAL: Uruguay to Pursue Case Against 3 Int'l Banks


     - - - - - - - - - -

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

AA ABASTECIMIENTOS: Judge Rules in Creditor's Favor: Bankruptcy
---------------------------------------------------------------
AA Abastecimientos Hospitalarios S.R.L. was declared bankrupt
after Court No. 21 of Buenos Aires' civil and commercial
tribunal endorsed the petition of Quesada Farmaceutica S.A. for
the Company's liquidation. Argentine daily La Nacion reports
that Quesada Farmaceutica S.A. has claims totaling $816.34
against AA Abastecimientos Hospitalarios S.R.L.

The court assigned Maria Barbieri to supervise the liquidation
process as trustee. Ms. Maria Barbieri will validate creditors'
proofs of claim until Sep. 26, 2005.

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

CONTACT: AA Abastecimientos Hospitalarios S.R.L.
         Caracas 1558
         Buenos Aires

         Ms. Maria Barbieri, Trustee
         Av. Cabildo 2040
         Buenos Aires


CEPA: Declared Bankrupt by Local Commercial Court
-------------------------------------------------
A Buenos Aires commercial court has declared Compania
Elaboradora de Productos Alimenticios (CEPA) bankrupt. As a
result, the top managers of the slaughterhouse - Federico
Zorraquin (son), Enrique Garcia Mansilla and Jose Luis Perez
Acquisto - are banned from leaving Argentina until the end of
December. Judge Norma Di Noto ordered the syndic in charge of
the bankruptcy process to pass judgment on the Company's
suitability to continue operating. CEPA has around 400
employees.


COMPANIA MEGA: Rating Reflects Unstable Economic Environment
------------------------------------------------------------

Rationale

The ratings on Compania Mega S.A. reflect the risks associated
with operating in the country's unsettled economic and social
environment, particularly the potential risks of higher
governmental intervention in light of the current natural gas
crisis in Argentina. The ratings also reflect the company's
exposure to market price volatility. However, those risks are
partially offset by a strong export revenue base (more than 60%
of Mega's revenues), strong parental support, and the project's
sound operating and financial performance.

Mega is an operating project involving a natural gas separation
plant, a pipeline, and a gas fractionation facility devoted to
the separation of natural gas into ethane, butane, natural
gasoline, and liquefied petroleum gas (LPG). YPF S.A. (38%),
Brasoil Alliance Co. (34%), and Dow Investment Argentina S.A.
(28%) own Mega. Mega commenced operations in 2001.

According to Standard & Poor's expectations, Mega prepaid
financial obligations for approximately $160 million in December
2004 and for $110 million in March 2005, after a bondholders
agreement under which they relaxed the terms and conditions on
the project's outstanding financing, allowing dividend payments,
lifting some of the protections provided by the collateral
package, and eliminating the sponsors' guarantees. Mega's
sponsors held the project's total debt due to the exercise of
call options on the notes during 2004. As a consequence, the
strong financial performance of the project allowed Mega to
significantly reduce its financial debt to $58.2 million as of
March 31, 2005, from $420.8 million as of Dec. 31, 2003. In
addition, the project paid dividends for approximately $85
million during May and June 2005. We expect Mega to prepay all
its outstanding financial debt during 2005. Because of the
financial flexibility provided by the fact that all the
outstanding debt is held by the sponsors, the very low level of
debt, and the economic incentives for the sponsors to support
the operation, Standard & Poor's considers that the credit
quality of the project has improved. Nevertheless, the ratings
remain unchanged because of Standard & Poor's perception of the
Argentine country risk.

The project had outstanding operational and financial
performance in 2004 and 2005, coupled with an improved financial
profile due to the early cancellation of financial debt during
the year. Although government intervention in 2005 cannot be
discarded, particularly in the context of a deeper energy crisis
than in 2004, Standard & Poor's considers that the most probable
effect would not be significant to materially affect the
financial performance of the project given the current favorable
pricing scenario and the low level of debt outstanding.

The project sponsors are closely related to the company's
operations. Ethane is sold to PBB Polisur S.A., a Dow Chemical
subsidiary in Argentina, and natural gasoline and LPG to
Petroleo Brasileiro S.A., while 100% of the company's natural
gas needs are provided by YPF. The strong presence of the
sponsors in the commercialization process of the company
somewhat protects profitability from the domestic conditions of
the country. In addition, almost 60% of the company's revenues
are expected to come from exports (LPG and natural gasoline) and
therefore will remain U.S. dollar denominated, and since 2004
the free U.S. dollar exchange rate is being applied to both
ethane sales and natural gas purchases; both contracts were
originally dollar denominated.

The Argentine natural gas sector is undergoing a crisis that
might lead to increased government intervention or natural gas
supply shortages, thereby affecting Mega's future performance.
There is a mismatch between natural gas supply and demand caused
by the reduction in the relative price of natural gas compared
with alternative fuels (especially crude oil derivatives in the
current international price environment) after the pesification
of prices to regulated customers since early 2002. Although the
government has taken many measures to offset the effects of the
crisis, the outcome is still uncertain. However, in the medium
term, unless there are new investments in the sector, production
will decrease following the natural decline rate of the wells.
If the mismatch increases, so might political risk, and Mega
could face lower supply and a direct impact on its operating
performance.

Mega reported a high 4.61x debt service coverage ratio (DSCR)
for 2004. We expect Mega to prepay all its outstanding financing
during 2005.

Mega was originally designed with an aggressive capital
structure to finance the construction of its operations.
However, given the strong results reached in the past two years
and the above-mentioned debt reduction, total debt to total
capitalization reached 12.7% as of Dec. 31, 2004, down from
61.4% in fiscal 2003.

Outlook

The stable outlook reflects Standard & Poor's opinion that the
company's strong operating and financial performance and higher
degree of parental support would be enough to mitigate
increasing uncertainties originated by the natural gas crisis in
Argentina and the potential government intervention. The rating
upside is limited, given our current perception of Argentina's
country risk.

Primary Credit Analyst: Pablo Lutereau, Buenos Aires (54) 114-
891-2125; pablo_lutereau@standardandpoors.com

Secondary Credit Analyst: Luciano Gremone, Buenos Aires (54) 11-
4891-2143; luciano_gremone@standardandpoors.com


CRESUD: Holders Exercise Warrant Rights After Conversion
--------------------------------------------------------
Cresud S.A.C.I.F. y A. (Nasdaq: CRESY - News; BCBA: CRES), a
leading Argentine producer of agricultural products, informed
the Bolsa de Comercio de Buenos Aires and the Comision Nacional
de Valores that on June 30, holders of its Convertible Notes
that already had exercised their conversion right exercised
their warrant rights.

Hence, a reduction of 90,544 warrants and an increase of 178,304
ordinary shares face value pesos 1 (V$N 1) each was made. As a
result, the amount of shares of the Company goes from
162,606,275 to 162,784,579. The amount of warrants outstanding
is 40.322.030. The exercise of the warrant was performed
according to terms and conditions established in the prospectus
of issuance. The amount of shares acquired is equal to the
amount of shares into which it was converted the convertible
note at a price of US$ 0.6093 for each share face value pesos 1.
As a result, US$ 108,640.63 was raised by the Company.

CONTACT: Cresud S.A.C.I.F. y A
         Av. Roque Saenz Pena 832
         8th Fl.
         Buenos Aires, Argentina
         Phone: 001-54-1-3287808


ENTO S.A.: Required Reports Deadlines Set
-----------------------------------------
Mr. Ruben Kwasniewski, the trustee assigned to supervise the
liquidation of Ento S.A., will stop accepting claims of the
Company's creditors on Oct. 3, 2005.

Mr. Kwasniewski will submit the validated individual claims to
court for approval. These reports explain the basis for the
accepted and rejected claims. The trustee will also submit a
general report on the case.

Infobae reports that Court No. 6 of Buenos Aires' civil and
commercial tribunal handles the Company's case. The city's Clerk
No. 11 assists the court with the proceedings.

CONTACT: Mr. Ruben Kwasniewski, Trustee
         Montevideo 536
         Buenos Aires


ERBO S.A.: Court Approves Concurso Motion
-----------------------------------------
Court No. 21 of Buenos Aires' civil and commercial tribunal
approved a petition for reorganization filed by real estate
agency Erbo S.A., according to a report from Argentine daily La
Nacion. The city's Clerk No. 41 assists the court on the case.

Trustee Francisco Vazquez will verify claims from the Company's
creditors until Monday. After verification period, the trustee
will submit the individual and general reports in court. Dates
for submission of these reports are yet to be disclosed.

The informative assembly will be held on July 4, 2006. Creditors
will vote to ratify the completed settlement plan during the
said assembly.


CONTACT: Erbo S.A.
         Tucuman 1538
         Buenos Aires

         Mr. Francisco Vazquez, Trustee
         Rodriguez Pena 110
         Buenos Aires


FARMACIA CALPER: Officially Bankrupt Following Court Ruling
-----------------------------------------------------------
Farmacia Calper S.C.S. enters bankruptcy protection as Court No.
11 of Buenos Aires' civil and commercial tribunal, ordered the
Company's liquidation. The order effectively transfers control
of the Company's assets to a court-appointed trustee who will
supervise the liquidation proceedings. The process will proceed
with the assistance of Clerk No. 22.

Infobae reports that the court selected Ricardo Jose Lisio as
trustee. Mr. Ricardo Jose Lisio will be verifying creditors'
proofs of claim until the end of the verification phase on Aug.
24, 2005.

Argentine bankruptcy law requires the trustee to provide the
court with individual reports on the forwarded claims and a
general report containing an audit of the Company's accounting
and business records. The individual reports will be submitted
on Oct. 5, 2005 followed by the general report, which is due on
Nov. 17, 2005.

CONTACT: Mr. Ricardo Jose Lisio, Trustee
         Alcaraz 5177
         Buenos Aires


FRIGO BEEF: Proceeds With Mandatory Liquidation
-----------------------------------------------
Ms. Hilda Machuca successfully sought for the bankruptcy of
Frigo Beef S.R.L. after Court No. 12 of Buenos Aires' civil and
commercial tribunal declared the Company "Quiebra," reports La
Nacion.

As such, Frigo Beef S.R.L. will now start the process with Ms.
Norma Fistzen as trustee. Creditors must submit proofs of their
claim to the trustee by Sep. 14, 2005 for authentication.
Failure to comply with this requirement will mean a
disqualification from the payments that will be made after the
Company's assets are liquidated.

The creditor sought to have the Company liquidate after debts
amounting to $4317.27 went unpaid. The city's Clerk No. 24
assists the court on the case that will close with the sale of
all of its assets.

CONTACT: Frigo Beef S.R.L.
         Rodriguez Pena 145
         Buenos Aires

         Ms. Norma Fistzen, Trustee
         Viamonte 1446
         Buenos Aires


HACENDAL S.A.: Court Designates Trustee for Liquidation
-------------------------------------------------------
Buenos Aires accountant Sergio L. Novick was assigned trustee
for the liquidation of local company Hacendal S.A., relates
Infobae.

Mr. Novick will verify creditors' claims until Sep. 12, 2005,
the source adds. After that, he will prepare the individual and
general reports, which are to be submitted in court.

The city's civil and commercial Court No. 6 handles the
Company's case. Clerk No. 11 assists the court with the wind-up
proceedings.

CONTACT: Mr. Sergio L. Novick, Trustee
         Libertad 359
         Buenos Aires


HOTELERA ANDINA: General Report Next Step in Process
-----------------------------------------------------
Trustee Mirtha Beatriz Corvalan, who supervises bankrupt company
Hotelera Andina S.A., will submit a general report on Nov. 18,
2005, reports Infobae. The report will contain a summary of the
Company's financial status as well as relevant events pertaining
to the bankruptcy.

Ms. Corvalan concluded authenticating creditors' proofs of claim
on May 12, 2005. Out of the validated claims, she prepared
individual reports which were submitted to court for approval on
July 5, 2005.

Mendoza's civil and commercial Court No. 2 selected Ms. Corvalan
as trustee after declaring Hotelera Andina S.A. bankrupt.

CONTACT: Ms. Mirtha Beatriz Corvalan, Trustee
         Almirante Brown 238
         Godoy Cruz (Mendoza)


INTERNATIONAL PURCHASE: Court Orders Liquidation
------------------------------------------------
International Purchase S.A. prepares to wind-up its operations
following the bankruptcy pronouncement issued by Court No. 6 of
Buenos Aires' civil and commercial tribunal. The declaration
effectively prohibits the Company from administering its assets,
control of which will be transferred to a court-appointed
trustee.

Infobae reports that the court appointed Mr. Juan Roque Treppo
as trustee. Mr. Treppo will be reviewing creditors' proofs of
claim until Sep. 19, 2005. The trustee is also required to pass
individual and general reports to court.

Clerk No. 11 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: Mr. Juan Roque Treppo, Trustee
         Sarmiento 1183
         Buenos Aires


IRSA: Conversion Reduces Debt by $446,667
-----------------------------------------
Inversiones y Representaciones Sociedad Anonima (IRSA) reported
that a holder of the Company's Convertible Notes has exercised
its conversion right. Hence, the financial indebtedness of the
Company shall be reduced by US$446,667 and an increase of
819,571 ordinary shares face value pesos 1 (V$N 1) each was
made.

The conversion was performed according to terms and conditions
established in the prospectus of issuance at the conversion rate
of 1.83486 shares, face value pesos 1 per Convertible Note of
face value US$ 1.

As a result of that conversion the amount of shares of the
Company goes from 357,266,448 to 358,086,019. On the other hand,
the amount of registered Convertible Notes is US$ 58,026,564.

About IRSA

IRSA is Argentina's largest, most well diversified real estate
company, and it is the only company in the industry whose share
is listed on the Bolsa de Comercio de Buenos Aires and the New
York Stock Exchange.

Through its subsidiaries, IRSA manages an expanding top
portfolio of shopping centers and office buildings, primarily in
Buenos Aires. The Company also develops residential subdivisions
and apartments (specializing in high-rises and loft- style
conversions) and owns three luxury hotels.

Its solid, diversified portfolio of properties has established
the Company as the leader in the sector in which it
participates, making it the best vehicle to access the Argentine
real estate market.

CONTACT: IRSA Inversiones y Representaciones S.A.
         1066
         Bolivar 108
         Buenos Aires, Argentina
         Phone: 541-342-7555


LINEA 22 S.A.: Court Approves Concurso Motion
---------------------------------------------
Buenos Aires' civil and commercial Court No. 12 approved a
petition for reorganization filed by Linea 22 S.A., according to
a report by Argentine daily La Nacion.

The Company is entrusted to its receiver, Estudio Iturbe, Roman,
Tellechea y Asociados. The receiver will verify claims until
Sep. 26, 2005. After verifying the claims, the receiver will
then submit the individual and general reports to court. Dates
for submission of these reports are yet to be disclosed.

The informative assembly will be held after the reports are
submitted. This is one of the last parts of the reorganization
process.

Clerk No. 23 assists the court on the case.

CONTACT: Linea 22 S.A.
         Esmeralda 923
         Buenos Aires

         Estudio Iturbe, Roman, Tellechea y Asociados, Trustee
         Sucre 3285
         Buenos Aires


LUDZA S.A.: Creditor's Bankruptcy Motion Approved
-------------------------------------------------
Court No. 13 of Buenos Aires' civil and commercial tribunal
declared Ludza S.A. bankrupt, says La Nacion. The ruling comes
in approval of the petition filed by one of the Company's
creditors, Cooperativa de Vivienda Credito y Consumo Confiar
Ltda., for nonpayment of $30,000 in debt.

Trustee Carlos Yacovino will examine and authenticate creditors'
claims until Aug. 31, 2005. This process is undertaken to
determine the nature and amount of the Company's debts.
Creditors must have their claims authenticated by the trustee by
the said date in order to qualify for the payments that will be
made after the Company's assets are liquidated.

Clerk No. 26 assists the court on the case, which will conclude
with the liquidation of the Company's assets.

CONTACT:  Ludza S.A.
          Av. J. B. Justo 763
          Buenos Aires

          Mr. Carlos Yacovino, Trustee
          Jean Jaures 933
          Buenos Aires


MT & M: Debt Payments Halted, Moves to Reorganize
-------------------------------------------------
Court No. 7 of Buenos Aires' civil and commercial tribunal is
studying the request for reorganization submitted by local
company MT & M S.A. Infobae relates that the Company filed a
"Concurso Preventivo" petition after defaulting on its debts.

The city's Clerk No. 14 assists the court on this case.

CONTACT: MT & M S.A.
         Maipu 267
         Buenos Aires


POHBA S.A.: Court Rules for Liquidation
---------------------------------------
Buenos Aires' civil and commercial Court No. 18 ordered the
liquidation of Pohba S.A. 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 Arnaldo Manuel, the court-appointed
trustee.

Mr. Manuel will verify creditors' proofs of claim until Aug. 23,
2005. The verified claims will serve as basis for the individual
reports to be submitted in court on Oct. 4, 2005. The submission
of the general report follows on Nov. 16, 2005.

Clerk No. 35 assists the court on this case, which will end with
the disposal of the Company's assets in favor of its creditors.

CONTACT: Mr. Arnaldo Manuel, Trustee
         Parana 224
         Buenos Aires


PRINTIP S.A.: Initiates Bankruptcy Proceedings
----------------------------------------------
Court No. 6 of Buenos Aires' civil and commercial tribunal
declared Printip S.A. "Quiebra," reports Infobae. Clerk No. 11
assists the court on the case, which will close with the
liquidation of the Company's assets to repay creditors.

Sergio Leonardo Novick, who has been appointed as trustee, will
verify creditors' claims until Sep. 26, 2005 and then prepare
the individual reports based on the results of the verification
process. After the submission of these reports, a general report
will follow.

CONTACT: Mr. Sergio Leonardo Novick, Trustee
         Libertad 359
         Buenos Aires


TENANCO SACIFIA: Court Declares Company Bankrupt
------------------------------------------------
Court No. 9 of Buenos Aires' civil and commercial tribunal
declared local company Tenanco Sacifia "Quiebra", relates La
Nacion. The court approved the bankruptcy petition filed by
Seatank (Bs. As.) S.A., whom the Company has debts amounting to
$245,863.23.

The Company will undergo the bankruptcy process with Jorge
Blazquez as trustee. Creditors are required to present proofs of
claim to Mr. Blazquez for verification before Sep. 12, 2005.
Creditors who fail to submit the required documents by the said
date will not qualify for any post-liquidation distributions.

Clerk No. 17 assists the court on the case.

CONTACT: Tenanco Sacifia
         Av. Edison 1551
         Buenos Aires

         Mr. Jorge Blazquez, Trustee
         Fray Justo Santa Maria de Oro 2381
         Buenos Aires


VICTORIO ELENA: Bankruptcy Initiated by Court Order
---------------------------------------------------
Buenos Aires' civil and commercial Court No. 26 declared
Victorio Elena S.A. bankrupt after the Company defaulted on its
debt payments. The bankruptcy order effectively places the
Company's affairs as well as its assets under the control of
court-appointed trustee, Julio Pedro Salaberry.

As the trustee, Mr. Salaberry is tasked with verifying the
authenticity of claims presented by the Company's creditors. The
verification phase is ongoing until Sep. 7, 2005.

Following claims verification, the trustee will submit the
individual reports based on the forwarded claims for final
approval by the court on Oct. 20, 2005. A general report will
also be submitted on Dec. 1, 2005.

Infobae reports that Clerk No. 52 assists the court on this
case, which will end with the disposal of the Company's assets
in favor of its creditors.

CONTACT: Victorio Elena S.A.
         Pedro de Mendoza 2301
         Buenos Aires

         Mr. Julio Pedro Salaberry, Trustee
         Uruguay 766
         Buenos Aires



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

LOM HOLDINGS: Brian Lines to Exit Company
-----------------------------------------
LOM (Holdings) Limited (BSX: LOM BH) announced Tuesday that
Brian Lines has offered his resignation from the LOM Group.
Mr. Lines will be resigning as director, President and employee
of all the companies in the LOM Group effective July 1st, 2005.
Mr. Lines co-founded the company with brother and Managing
Director Scott Lines, and has served as a director and President
since the Group was founded in 1992.

Mr. Lines' resignation comes after an ongoing U.S. Securities
and Exchange Commission investigation for two and half years,
which remains unresolved.  Mr. Lines advised the Board that he
felt his resignation at this time was in the best interest of
the company, shareholders, employees and customers, for he hopes
this might improve the company's ability to resolve the matter
and move forward.

It is with regret the Board has accepted Mr. Lines' resignation
and they wish to publicly thank him for his contributions to the
success of the company, to which he has devoted almost 14 years
of his professional career.  The Board wishes Mr. Lines every
success in his future endeavors.

Donald Lines, the current Chairman, has assumed the role of
President.

CONTACT:  LOM Group
          The LOM Building
          27 Reid Street
          Hamilton HM 11
          Bermuda

          Tel: 441 292 5000
          Fax: 441 295 3343
          E-mail: info@lom.com

          LOM Asset Management Limited
          Tel: 441 296 5802
          Fax: 441 296 5597
          E-mail: lomam@lom.com

          LOM Securities (Bahamas) Limited
          Millennium House
          P.O. F42498-350
          Freeport, Grand Bahama
          Bahamas

          Tel: 242 351 5000
          Fax: 242 351 7738
          E-mail: info.bahamas@lom.com



=============
B O L I V I A
=============

AGUAS DEL ILLIMANI: Fitch Cuts Bonds' Risk Classification
---------------------------------------------------------
Ratings agency Fitch downgraded its risk classification on the
bonds issued by Bolivian capital La Paz's water concessionaire
Aguas del Illimani (AISA) from A(bol) to A-(bol). Business News
Americas reports that the outlook on the rating remains
negative.

The downgrade stems from the Bolivian government's decision in
January to rescind AISA's concession to operate basic services
in La Paz, which eventually led AISA to lose its going concern
status from an accounting perspective.

Meanwhile, the negative outlook is due to the uncertainty over
the terms and conditions of the contract and the value of the
liabilities accumulated by AISA during the life of the
concession that was awarded in 1997 for 30 years.

Authorities are currently preparing to carry out an audit of the
investments that Aisa made during the time the concession was
active.

French group Suez owns 55.5% of AISA.



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

BANCO BRADESCO: Launches Government Bonds Sale Online
-----------------------------------------------------
Banco Bradesco (NYSE: BBD), the country's largest bank in terms
of overall market share, has commenced the online sale of
government bonds to its account holders via its homebroker
internet service. Business News Americas suggests that the bank
was responding to demands from its high-income clients as well
as growing government bond trade volumes.

According to Anibal Cesar Jesus dos Santos, the head of
Bradesco's brokerage unit, the bank has set a 25,000-real
minimum per transaction in the initial phase but in August that
minimum will be eliminated.

Banco Bradesco had total assets of approximately US$70 billion
as of December 2004.

CONTACT: Banco Bradesco S.A.
         URL: http://www.bradesco.com.br
         Phone: 55-11-3684-9229


CAMARGO CORREA: Moody's Assigns B1 Rating to Proposed Notes
-----------------------------------------------------------
Approximately USD 150 Million of Debt Securities Affected

Moody's Investors Service assigned Tuesday a B1 Foreign Currency
rating to the proposed USD 150 million Senior Unsecured Notes
Due 2015 issued by Caue Finance Limited, which are fully and
unconditionally guaranteed by Camargo Correa Cimentos S.A.
(CCC). The B1 Foreign Currency rating reflects the probability
of a sovereign default implied by the Brazilian government's B1
foreign currency bond rating and the likelihood that, in the
event of a sovereign default, the government would impose a
foreign currency payments moratorium to companies domiciled in
Brazil. At the same time, Moody's assigned a Corporate Family
Rating (previously called Senior Implied) to CCC of Ba3 on a
global local currency basis. The proceeds from the offering will
be used to refinance CCC's existing USD 150 million notes due in
July 2005. The outlook for the 2015 Notes is positive because
the outlook on the Brazilian government's B1 Foreign Currency
rating is positive. The Corporate Family rating has a stable
outlook.

The assigned ratings assume that the final transaction documents
will not be materially different from draft legal documentation
reviewed by Moody's to date and assume that these agreements are
legally valid, binding and enforceable.

The Ba3 Corporate Family Rating reflects the modest size and
commodity focus of the company's operations, as well as the
pressures of significant competition, substantial event risk
deriving from the company's strategy of growth through
acquisitions, and high levels of current idled capacity. The
ratings also incorporate the company's history of good operating
margins, relatively strong credit metrics, and steady cash
flows. Moody's notes that the Ba3 rating is based on the stand-
alone creditworthiness of CCC and does not take into account any
support from its parent company, Camargo Corr^a S.A. ("CCSA"),
or any other group companies since there are no explicit
guarantees.

CCC is the fifth largest cement company in Brazil, based on
tonnes sold, and has steadily increased its market share from
less than 3% in 1990 to approximately 8% today. However, CCC is
relatively modest in size with 2004 net revenues of BRL 624
million (USD 213 million). The company competes against several
larger local and multinational cement manufacturers, one of
which has a substantial 43% share of the entire Brazilian
market.

CCC is dependent on a single commodity product, gray cement,
with sales concentrated on the domestic market and some 90% of
total sales derived from individual bags reflecting the local
market dynamics, resulting in operating performance that tracks
the ups and downs of Brazil's general economy. The company also
sells ready-mix concrete, which is more directly impacted by the
commercial construction business in Brazil. The economic
weakness in Brazil over the past years has caused a material
decline in demand for cement and concrete, resulting in a very
high rate of idle capacity. CCC's five manufacturing facilities,
with an aggregate production capacity of 6 million tonnes per
year, have operated at approximately 50% of capacity, in line
with local industry, while the company's state-of-the-art 1.9
million tonnes Ijaci plant completed in February 2003 operated
in 2004 at about 60% of capacity. Moody's believes it will take
a considerable period of time to work through all the idled
capacity in the system.

The ratings are supported by CCC's demonstrated ability over the
last several years to generate positive operating income and
EBITDA margins of around 40% in the past years, reflecting the
company's integrated operations, proximity of plants to own
mines and consumers, and efficient logistics. Despite the
construction of the Ijaci facility, the company was able to
generate positive free cash flow. Historic credit metrics have
also been relatively strong with Net Adjusted Debt to EBITDA
below 2.0 x and EBITDA coverage of interest exceeding 4.0 x in
the past 3 years, despite the persistently low utilization rates
and weak economic conditions. CCC's liquidity has remained
adequate despite the lack of committed financing facilities.
Over the past years the company has maintained an average cash
balance of approximately BRL 200 million, with the exception of
2003 when the company paid higher shareholder dividends of about
BRL 176 million. Following the issuance of the USD 150 million
10-year bonds, CCC's on-balance-sheet debt maturity profile will
improve substantially, with the company's other debts being
comprised of BRL 360 million in local currency debentures with
bullet repayment in December 2007 (BRL 100 million) and December
2009 (BRL 260 million), in addition to long-term capex-related
financing with final maturity in 2009. Historically, the company
maintains a policy to hedge its short-term foreign currency debt
obligations (principal and interest), while local currency debt
is entirely indexed to floating interest rates. Moody's believes
the devaluation and interest rate risks of CCC are moderate in
view of the long-term debt profile and the company's consistent
history of satisfactory cash generation.

CCC's operating performance has benefited from a continued focus
on cost reduction, a meaningful reduction in aggregate cash
costs with the completion of the Ijaci facility, and a high
degree of brand recognition with consumers. The completion of
the Ijaci facility in February 2003 enabled the company to move
production from less efficient facilities to Ijaci, which has
significantly lower cash production costs than any of the other
facilities. The company generates approximately 60% of its
energy needs internally, which helps to mitigate the pressures
of escalating power prices. Full self-sufficiency in energy
shall be achieved by 2005 year-end with the completion of the
Barra Grande hydroelectric plant.

In line with the company's strategy to grow through
acquisitions, in June 2005 the Camargo Correa group entered into
an agreement with the Fortabat Family to acquire the holding
company that controls Loma Negra, Argentina's largest cement
producer, for about USD 1 billion that includes the assumption
of Loma Negra's net indebtedness of about USD 200 million. Based
on the envisaged acquisition structure, CCC will end up with
100% of Loma Negra's shares after receiving a substantial
capital contribution from its controlling shareholder, CCSA,
thus maintaining the company's credit metrics at adequate levels
for the Ba3 GLC Corporate Family Rating category. If completed,
the acquisition will substantially expand CCC's overall
production capacity from currently 6 millions tonnes per year to
13.6 million tonnes per year, while providing some geographic
diversification to the company's operations. On the other hand,
Moody's believes there is low potential for synergy gains
deriving from the acquisition, which however incorporates
significant integration risk to CCC given the size of Loma Negra
relative to CCC. On a pro-forma basis, CCC and Loma Negra
reported combined net revenues of BRL 1,230 million (USD 420
million) and EBIT of BRL 388 million (USD 132 million) in 2004.

The stable outlook for the Corporate Family Rating reflects
Moody's expectation that operating margins will remain at
historic average levels, cash balances will remain adequate and
current debt is successfully refinanced. Acquisitions, if they
occur, should not result in deterioration in credit metrics. A
decline in operating performance that leads to a deterioration
in credit metrics or liquidity would negatively impact the
ratings. Such a decline would likely be due in part to increased
competition, a consistent decline in selling prices,
persistently high levels of idled capacity, or a debt-financed
acquisition. Deterioration in liquidity due to large dividend
distributions could also have a negative impact on the ratings.
Factors that could positively impact the ratings include
steadily improving operating performance, which would most
likely be due to a sustained recovery of economic conditions in
Brazil, and improved utilization rates.

Camargo Correa Cimentos is a Brazilian cement company that is
directly owned by Camargo Correa S.A., one of the largest
private sector conglomerates in Brazil with annual net revenues
of about BRL 6 bln originated mainly from its engineering &
construction, cement, textiles, footwear, energy, and
transportation businesses. The Camargo Correa group regards
cement as a core business, which represented approximately 11%
and 25% of the group's 2004 total sales and EBITDA,
respectively.


CSN: Merrill Lynch Lowers Stock Outlook Over Pricing Concerns
-------------------------------------------------------------
Merrill Lynch downgraded Tuesday its stock recommendation on
Brazilian steel company Companhia Siderurgica Nacional (CSN) to
neutral from buy, reports Dow Jones Newswires. The move comes in
anticipation of lower short-term domestic prices, a significant
change in its sales mix with most of new export volumes to be
sold at much lower prices than estimated, weak pricing power,
and a stronger-than-estimated international steel price drop.

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/


EMBRATEL: Shareholders to Review By-law Changes on July 14
----------------------------------------------------------
Shareholders of Embratel Participacoes S.A. will hold an
extraordinary meeting on July 14, 2005 to decide on the proposed
by-law changes, which would include the approval of the budget
for hiring consultants.

PROPOSED BY-LAW CHANGES - EXTRAORDINARY SHAREHOLDER MEETING
JULY 14, 2005 SUMMARY OF RESPONSE TO BOVESPA

Embrapar details proposed by-law changes summary to be voted in
the extraordinary shareholders meeting on July 14, 2005 (6-K
June 28, 2005).

Major changes:

Chapter II- Capital - Art 5
Language will reflect the financial amount and the number of
shares in the company after the capital increase.

Section I - Board of Directors - Art 17
The Board of Directors will approve the budget for hiring
consultants at the request of the Fiscal Council and it will
choose the company's external auditors taking into account the
recommendation of the Fiscal Council.

Section II - Directors - Art 29
The company's directors will hire the services at the request of
the Fiscal Council according to Art 31.

Chapter V - Fiscal Council - Art 30, 31 and 33
In addition to its responsibilities under Brazilian law, the
Fiscal Council will exercise the function of an Audit Committee:

It will oversee the action of management and verify it in
meeting legal and by-law duties opine over the company's
management report, with its opinion being presented at the
shareholder meeting;

It will recommend and help the Board of Directors in hiring the
external auditor;

It will supervise the work of the external auditor and help
solve divergences between management and the external auditor;

It will revise company policies periodically for hiring services
of auditors or non-audit service performed by the independent
auditors and their remuneration opine over management proposals
for changes in capital, budgets, dividend distribution,
investment plans, debt issuance, incorporation and M&A;

It will revise the efficiency of risk monitoring systems,
periodically establish procedures to receive, process and
investigate accounting, internal control and auditor frauds

It will expose to shareholders failure of the Company's
administrative bodies to protect company interests;

It will call an ordinary shareholder meeting if the Company's
administrative bodies delay for more than one month, and call
extraordinary meetings if important matters require immediate
attention; and

It will analyze quarterly and annual financials.

To perform its functions the Fiscal Council may request the
company' s Board to hire auditors, lawyers, consultants and
accountants; and

The fiscal council needs to meet at least 4 times per year with
a minimum quorum of 2 members.

Chapter VIII - General Matters - Art 43
Every year management will budget expenditure for the fiscal
council to hire lawyers, independent auditors, accountants and
other consultants requested by the Fiscal Council.

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

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


TCP: Board Nominates Gardeliano as Executive Vice-President
-----------------------------------------------------------
The Board of Directors of Telesp Celular Participacoes S.A. Mr.
Ernesto Gardellano was indicated to substitute Mr. Arcadio Luis
Martinez Garcia as Finance Executive Vice-President, Planning
and Control and Investor Relations Director in a regular meeting
held on July 1, 2005. Mr. Gardeliano will also exercise the
duties of Investor Relations Officer. Until Mr. Ernesto
Gardelliano's visa and work permission are ready, the present
Vice-President, Mr. Arcadio Luis Martinez Garcia will remain in
office.

The Board also approved the substitution of the present Chief
Executive Officer, Mr. Francisco Jose Azevedo Padinha, who was
elected at the Meeting of the Board of Directors on April 16,
2003. The directors elected Mr. Oliveira de Lima as Chief
Executive Officer.

MINUTES OF THE REGULAR MEETING OF THE BOARD OF DIRECTORS HELD ON
JULY 01, 2005

1. DATE, TIME AND PLACE: July 01, 2005, at 08:00 a.m., on Av.
Roque Petroni Junior, 1464, 6 andar, Morumbi, Sao Paulo - SP, in
accordance with the Company's bylaws.

2. CHAIRMANSHIP OF THE MEETING: Felix Pablo Ivorra Cano -
Chairman; Breno Rodrigo Pacheco de Oliveira - Secretary.

3. INSTATEMENT: The meeting was convened with the attendance of
the undersigned Directors, representing a quorum under the terms
of the Company's Bylaws.

4.  AGENDA AND RESOLUTION:

4.1. Approval of the substitution of the present Chief Executive
Officer, Mr. Francisco Jose Azevedo Padinha, elected at the
Meeting of the Board of Directors of April 16, 2003; the
directors elected for the position of Chief Executive Officer
Mr. Roberto Oliveira de Lima, Brazilian, married, business
manager, holder of identity card n 4.455.053-4, SSP/SP, enrolled
with the CPF/MF under n 860.196.518-00, residing and domiciled
in the Capital of Sao Paulo State, with business address at Av.
Roque Petroni Junior 1464, 6 andar, lado A, Morumbi, Sao Paulo -
SP.

It is hereby recorded that the director elected herein shall
occupy the office until the first Meeting of the Board of
Directors to be held after the 2006 Annual Meeting of
Shareholders and that he declares not to have been charged of
any of the crimes provided by Law which might prevent him from
exercising business activities.

4.2. Nomination: the directors nominate the below identified
officer, who shall be elected and take office as soon as his
Permanent Resident Visa has been obtained with the Labor
Ministry, for the office of Executive Vice-President for
Finance, Planning and Control, who shall also exercise the
duties of Investor Relations Officer, as provided for in letter
"g" of item III of article 23 of the Company's Bylaws: Mr.
Ernesto Daniel Gardelliano, Argentine, married, public
accountant, holder of Argentine passport n 14762477N, valid
until February 24, 2009, enrolled with the CPF/MF under n
059.895.887-80, domiciled in the Capital of Sao Paulo State,
with business address at Av. Roque Petroni Junior 1464, 6 andar,
lado A, Morumbi, Sao Paulo - SP.

Until the Permanent Resident Visa of the Executive Officer
nominated herein has not been homologated or until the
expiration of the current term of office, Mr. Arcadio Luis
Martinez Garcia, Spanish, married, economist, holder of
Foreigner's Registration Card - RNE, n V374049-9, enrolled with
the CPF/MF under n 058.876.937-11, residing and domiciled in the
Capital of Sao Paulo State, with business address at Av. Roque
Petroni Junior n 1464, Morumbi, Sao Paulo - SP, shall remain in
the office he currently occupies and for which he was regularly
elected at the Meeting of the Board of Directors held on
February 16, 2005.

The Directors have caused their thanks to Mr. Francisco Jose
Azevedo Padinha for his excellent and dedicated contribution to
the Company to be duly recorded in the minutes.

5. CLOSING OF THE MEETING: Since there was nothing else to be
discussed, the meeting was adjourned, with these minutes having
been drawn-up, which after read and approved were signed by the
Directors attending the meeting and by the Secretary, being
following transcribed in the proper book. Signatures: Felix
Pablo Ivorra Cano - Chairman of the Meeting and Chairman of the
Board of Directors; Fernando Xavier Ferreira; Shakhaf Wine;
Antonio Goncalves de Oliveira - Directors; Ernesto Lopez Mozo;
Ignacio Aller Mallo and Luis Miguel Gilperez Lopez - Directors
represented by Mr. Felix Pablo Ivorra Cano; Zeinal Abedin
Mohamed Bava; Luis Paulo Reis Cocco, Pedro Manuel Brandao
Rodrigues and Carlos Manuel de L. e V. Cruz - Directors
represented by Mr. Shakhaf Wine. Breno Rodrigo Pacheco de
Oliveira - General Secretary.

CONTACT: Telesp Celular Participacoes S.A. - TCP
         Rua Abilio Soares, 409
         Paraiso
         Sao Paulo, SP 04005-001
         Brazil
         Phone: 55-11-3059-7590


USIMINAS: Debuts Trading at Latibex
-----------------------------------
Usiminas, one of Brazil's primary flat steel producers and the
parent company of Companhia Siderurgica Paulista (Cosipa), made
its debut at Latibex (a Spain-based stock exchange dedicated to
trading of Latin American companies' stocks) on July 5. The
Company's CEO, Rinaldo Campos Soares, conducted the symbolic
opening of the Madrid-based stock exchange with the first deal
with the steel producer's stocks at Latibex. EspĦrito Santo
Investment will be the market maker for the Company.

According to Rinaldo Campos Soares, the objective is to pave the
way for the company to get access to the European financial
community. "From now on, European investors may trade Usiminas
stocks in Europe", the executive says. Until now, Usiminas
securities were traded only at Sao Paulo Stock Exchange
(Bovespa) and in New York, through American Depositary Receipts
(ADRs).

After the ceremony, Campos Soares and other Usiminas officers
made a presentation about the company to investors, analysts and
the media at the Madrid Stock Exchange's Convention Room. On
July 6, the company will make another presentation at Barcelona
Stock Exchange.

Usiminas is presently the fourth most important stock in the
Brazilian Ibovespa index, with a 5.16% weight. In 2004, its net
sales and net income amounted to US$ 4.2 billion and US$ 1
billion, respectively. The steel company will take part in the
FTSE Latibex All Share index.

Usiminas is the leader company of Usiminas System and the
holding company of Companhia Siderurgica Paulista (Cosipa).
Besides Cosipa, the Usiminas System is made up of 13 other
companies in the steel industry and other businesses in which
steel plays a strategic role. The Usiminas System's production
capacity totals 9.5 million tons/year of steel products.
Usiminas is the leader supplier of flat steel products to the
Brazilian domestic market, besides selling its coated and
uncoated flat steels to a number of industries and distributors
in foreign markets.

CONTACT: Usinas Siderurgicas Minas Gerais SA
         Mr. Bruno Seno
         Phone: +55 (31) 3499-8710
         E-mail: brunofusaro@usiminas.com.br



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

AES GENER: Ratings Explained, Restructuring Yields Confidence
-------------------------------------------------------------
Rationale

The 'BB+' rating on AES Gener S.A., the second-largest power
generator in Chile, reflects its relatively high generation cost
deriving from its thermal profile in a largely hydroelectric
sector and the relatively high natural gas-supply risk in Chile,
which affects the availability of its natural gas-fired
installed capacity. AES Gener's relatively high generation cost
is largely offset through large long-term power sales contracts
with solid offtakers like Chilectra S.A. and Chilquinta EnergĦa
S.A. in the Central Interconnected System (SIC) and with a large
copper mining company in Chile's Northern Interconnected System
(SING), and by its good financial profile.

AES Gener's profit margin and cash flow generation are highly
dependent on the evolution of the node price, which represents
about 35% to 40% of total consolidated revenues, and also to the
spot price in the SIC because, under normal weather conditions,
the company generally meets its large power sale contracts with
Chilectra and Chilquinta with a high level of power purchases at
low prices in the spot market.

When spot prices are below AES Gener's generation cost, the
company buys lower-cost power from the spot market to fulfill
its power sales contracts, and thus its margins improve. When
spot prices are higher, margins fall as AES Gener either buys
more expensive power in the spot market or generates at its own
higher cost. In this context, adverse hydrology and the
shortages in natural gas supply from Argentina (caused by
restrictions imposed by the Argentine government on natural gas
exports to Chile) increase the cost of buying and generating
power given the need to burn higher-cost fuels and significantly
influence AES Gener's margins. Standard & Poor's expects AES
Gener to weather the effects of the natural gas restrictions
without a significant deterioration of its financial profile
mainly due to the higher node prices in the SIC and because it
considers it unlikely that Argentine natural gas exports to
Chile will be fully interrupted in 2005 and 2006, at least. In
addition, Standard & Poor's expects that the recent passage of
the Short Law II in May 2005 will result in a sizable increase
in electricity prices in Chile to about US$40 to US$50 per
megawatt-hour and to trigger new investments in power generation
mainly in the SIC. However, if Argentine natural gas exports to
Chile were highly restricted at the same time that there is poor
hydrology in the SIC, the company's cost of sales would increase
significantly above the current projected levels and would
trigger a ratings change.

AES Gener's financial profile significantly improved after it
completed its debt-restructuring plan in June 2004, which
included a US$328 million debt reduction (26% of the total
consolidated debt held by the company as of December 2003) and
significant extension of debt maturities to levels more in
accordance with the company's cash generation capacity. As a
result, AES Gener's leverage decreased to a moderate 39.2% as of
March 31, 2005, if measured by total debt to total capital, and
funds from operations (FFO) interest coverage and FFO to total
average debt slightly improved to 3.0x and 19.9% in fiscal 2004,
compared with 3.1x and 15.7% in fiscal 2003. However, these
ratios would have reached 3.7x and 21.8% in fiscal 2004 if the
one-time prepayment cost of Termoandes' financial debt is
excluded. Although Standard & Poor's Ratings Services expects
coverage measures to remain volatile, reflecting changes in
hydrology in the SIC and volatile natural gas shortages, current
ratings reflect the assumption that FFO interest coverage and
FFO to total average debt will remain above 3x and 15%,
respectively, from 2005 to 2008.

AES Gener accounts for about 20% of Chile's total generating
capacity, with an installed capacity of 2,428 MW. The company is
98.79% indirectly owned by U.S.-based AES Corp. (B+/Positive/--
). The corporate credit rating on AES Gener is significantly
higher than that on parent AES Corp. In most circumstances,
Standard & Poor's will not rate the debt of a wholly owned
subsidiary higher than the debt of the parent. However, it makes
exceptions on the basis of the cumulative value provided by
enhancements, such as structural protections, covenants, and an
independent shareholder or director. The enhancements in place
for AES Gener, together with certain legal insulation provided
by Chilean bankruptcy law, provide Standard & Poor's with
sufficient comfort to allow for the current three-notch
separation.

Liquidity

AES Gener's liquidity is good and has significantly improved
after the company implemented its debt-restructuring plan. This
is evidenced by cash reserves of US$76.0 million and US$132.3
million on an individual and consolidated basis as of March. 31,
2005, compared with US$67.4 million and US$107.5 million in
short-term debt maturities, respectively. Standard & Poor's
expects AES Gener to maintain a good liquidity position given
its long-term debt profile and assuming a dividend payout ratio
of about 50%, relatively low capital expenditures, normal
hydrology, and manageable natural gas supply shortages in the
SIC.

Outlook

The stable outlook incorporates our expectation that the
projected relatively high node prices in the SIC will allow AES
Gener to offset higher operating costs resulting from higher
spot prices and variable generation costs and to maintain a good
financial performance. Standard & Poor's expects the company's
FFO interest coverage and FFO to total average debt to remain
above 3x and 15%, respectively, from 2005 to 2008. AES Gener's
ratings could be raised if the company can weather the
uncertainties in the Chilean power sector and consolidates the
improvement in its financial profile. On the other hand, ratings
could be lowered if a power supply crisis affects the SIC and
results in a strong deterioration of financial performance.

Primary Credit Analyst: Sergio Fuentes, Buenos Aires (54) 114-
891-2131; sergio_fuentes@standardandpoors.com

Secondary Credit Analyst: Mariano Ingaramo, Buenos Aires (54)
114-891-2124; mariano_ingaramo@standardandpoors.com



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

* COLOMBIA: Pension Fund Continues to Put Pressure on Finances
--------------------------------------------------------------
Standard & Poor's Ratings Services published Tuesday a
commentary that finds that the Republic of Colombia's public
pension fund will continue to be a burden on the country's
finances over the next few years despite recent reform, and that
substantial additional reform is required. The study also
compares pension programs in the region and finds that Colombia
has one of the most costly systems (with the possible exception
of Brazil).

The commentary, entitled "Colombia: Pension Burden Placing
Increasing Pressure On Public Finances," examines the main
factors that have caused pension problems in the country. "The
root of the pension problems stems largely from two factors: a
costly pay-as-you-go system and the transition cost of switching
to a privately run, defined contribution system," said Standard
& Poor's credit analyst Richard Francis. "The bottom line is
that further pension reform would greatly aid in the fiscal
consolidation efforts of the Colombian government," he added.

The article compares the pension environments in Brazil,
Colombia, Costa Rica, El Salvador, and Peru. Of this group,
Colombia faces some of the biggest pension challenges, with only
Brazil facing similar hurdles. Both Peru and El Salvador have
younger populations; Peru's pension system has relatively large
assets; El Salvador has much lower transition costs to a
privately run system; and reform has proven less costly in Costa
Rica. Only Brazil-where the government transferred nearly 9% of
GDP in 2004 to the pay-as-you go system-faces as large a
challenge as Colombia. However, the percentage of people in the
entire pension system is nearly 40% in Brazil versus just about
20% in Colombia-indicating that far fewer people receive a
pension.

"According to Standard & Poor's, the recent pension reform that
passed the legislature in Colombia was heavily watered down,"
noted Mr. Francis. "Deep reform of the system is needed to keep
costs from continuing to grow at a rapid pace, a fact compounded
by the challenges the country faces from demographic trends," he
concluded.

Primary Credit Analyst: Richard Francis, New York (1) 212-438-
7348; richard_francis@standardandpoors.com

Media Contact: David Wargin, New York (1) 212-438-1579;
david_wargin@standardandpoors.com



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

PETROECUADOR: Seeking Companies to Sign Up for Crude Tender
---------------------------------------------------------
State oil company Petroecuador told companies interested in the
purchase or sale of Oriente crude products to sign up with its
commercial sales department and submit the following
information:

- act of incorporation approved by Ecuadorian consular
authorities;
- latest audited balance sheet;
- annual report;
- two banking references;
- two commercial references; names of main executives;
- names of products to be traded; and
- power of attorney of legal representative in Ecuador

Business News Americas reports that Petroecuador signed in April
one-year contracts to export a total 144,000 barrels a day (b/d)
of crude oil from May 1. Contracts were awarded to Holland's
Trafigura Beheer, Switzerland's Taurus, Arcadia, Rio Energy,
Tevier, Glencore and Citizens.



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

CINTRA: Aviation Workers Seek Transparency Airlines Sale
--------------------------------------------------------
Mexican aviation workers warned the government that they will be
closely monitoring the privatization of the country's two
biggest airlines to make sure that opportunists cannot enter the
market, indicates Dow Jones Newswires.

State airline holding company Cintra SA hopes to conclude the
sale of AeroMexico and Mexicana by early 2006. Union leaders
told legislators that while they support the operation, they
think the industry needs more regulation and transparency to
guarantee growth for Mexico.

"We need to prevent shoddy companies from coming to take
advantage of the market and then disappearing," said Miguel
Angel Yudico, head of the National Aviation Workers Union.

Cintra's board of directors has ruled that foreign bidders, who
are limited to minority stakes, must ally themselves with
Mexican investors to participate.

Bidders are allowed to place offers for both airlines, but will
only be able to purchase stakes in one. AeroMexico will be sold
together with regional carrier Aerolitoral, while Mexicana will
be packaged with new low-cost carrier Click.

Aviation workers favored the sale of AeroMexico and Mexicana in
one package so that the Mexican industry could better compete on
a global basis. However, the country's competition commission
ruled that the carriers, which together control close to 80% of
domestic air travel, must be split.

CONTACT: Cintra S.A. de C.V.
         Av Xola 535 piso 16 col. del Valle Mexico
         Phone: (5)448 - 8000
         E-mail: infocintra@cintra.com.mx
         Web site: http://www.cintra.com.mx


EMPRESAS ICA: Looks to Rais Additional Equity Capital
-----------------------------------------------------
Empresas ICA, S.A. de C.V. (BMV and NYSE: ICA), the largest
engineering, construction, and procurement company in Mexico,
confirmed on Monday that it will submit to an Extraordinary
Shareholders' Meeting a proposal to increase the capital of the
company by US$200 to 250 million, in order to strengthen its
financial position with a view toward expected calls for bids
for large scale infrastructure projects in the near future.

Given the number of contract bids and the magnitude of the
projects that ICA believes will be announced in the coming
months, ICA will seek the approval of an Extraordinary
Shareholders' Meeting in order to issue new shares under the
terms of Article 81 of Mexico's Securities Market Law, which
provides for a primary issuance of shares without preferential
rights of subscription for current shareholders. The Company's
objective is to have available the resources from the proposed
capital increase before the end of the third quarter of 2005.

If approved by the Extraordinary Shareholders' Meeting, ICA will
make a global primary offering of shares, principally in Mexico,
where they will be registered with the National Banking and
Securities Commission (CNBV). A portion of the shares will be
able to be offered in the form of Ordinary Participation
Certificates (CPOs) in the international markets to qualified
investors under the terms of applicable legislation, including
in the United States in the form of a private placement with
qualified institutional investors, in accordance with U.S.
securities laws. Given the nature of the equity offering, the
CPOs will not be offered in the form of American Depositary
Shares.

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.

CONTACT: Empresas ICA Sociedad Controladora S.A. de C.V.
         Col. Escandon Del Migual Hidalgo
         Mexico City, 11800
         Mexico
         Phone: 525-272-9991
         URL: http://www.ica.com.mx


EMPRESAS ICA: Rail Bid Falls Short of Financial Conditions
----------------------------------------------------------
The Mexican government annulled Monday a tender to build a
suburban rail system in the country's capital, at which a
consortium including top construction firm Empresas ICA was the
only bidder.

According to Transport Ministry spokesman Antonio Alvarado, the
bid did not meet financial conditions. However, a new tender
would be launched soon, Alvarado said.

The train's cost has been estimated at more than US$500 million,
and it would be designed to carry some 100 million riders a
year.

CONTACT: Empresas ICA Sociedad Controladora S.A. de CV
         Minera No 145
         Edificio Central
         Mexico, DF 11800
         Phone: 52 55 792 9991
         Fax: 52 5 271 2431
         URL: http://www.ica.com.mx


TFM: KCS Announces Appointment of Javier Rion as CEO
----------------------------------------------------
Kansas City Southern (KCS) (NYSE: KSU) announced Tuesday that
the TFM, S.A. de C.V. (TFM) board of directors has appointed
Francisco Javier Rion as chief executive officer of TFM. Mr.
Rion replaces Vicente Corta Fernandez, who has been serving as
interim chief executive officer since April 2005. Mr. Corta
remains a partner in the law firm of White & Case S.C. and will
continue to serve as counsel to TFM in Mexico.

"KCS and its Mexican subsidiary, TFM, are grateful to Mr. Corta
for his valuable leadership through this critical time of
transition," said Michael R. Haverty, chairman of the TFM board
of directors and chairman, president and chief executive officer
of KCS. "We are pleased to welcome Mr. Rion, a distinguished
Mexican businessman with nearly 30 years of experience in the
transportation industry, to TFM. We expect that he will lead TFM
to greater growth and profitability."

"I have appreciated having the opportunity to work with the
great people of TFM and am pleased with the TFM board of
director's decision to appoint Mr. Rion to lead the company,"
said Mr. Corta. "He is a visionary leader, skilled manager and a
promoter of good corporate citizenship, who is well-respected
throughout Mexico for his strong business ethics and
demonstrated ability to achieve bottom line results."

"I am excited about TFM's future," said Mr. Rion. "Together, we
can build upon the railroad's historical strengths and take
advantage of opportunities now available as a result of KCS'
control of TFM, The Texas Mexican Railway Company and The Kansas
City Southern Railway Company."

Mr. Rion joins TFM from Bombardier Transportation, where he has
served as president of the Rail Control Solutions Division based
in London, England, since May 2001. From July 1995 to April
2001, he was Bombardier's president and managing director in
Mexico City. From July 1991 to 1995, he was general director of
Dina Autobuses/ConsorcioG-Grupo Dina in Mexico City. From 1976
to 1991, Mr. Rion held a number of operations, manufacturing and
engineering management positions with Ford Motor Company, S.A.
de C.V. Mr. Rion was also a member of the North American
Advisory Committee of the Mexican Investment Board from 1997
through 2000.

A Mexican national, he is fluent in both Spanish and English.
Mr. Rion holds an industrial engineering degree from the
Universidad La Salle in Mexico and has postgraduate studies in
Finance at the University of Michigan and in Business
Administration at the Instituto Panamericano de Alta Direccion
de Empresa.

Headquartered in Kansas City, Mo., KCS is a transportation
holding company that has railroad investments in the U.S.,
Mexico and Panama. Its primary U.S. holdings include The Kansas
City Southern Railway Company and The Texas-Mexican Railway
Company, serving the central and south central U.S. Its
international holdings include a controlling interest in TFM,
serving northeastern and central Mexico and the port cities of
Lazaro Cardenas, Tampico and Veracruz, and a 50% interest in The
Panama Canal Railway Company, providing ocean-to-ocean freight
and passenger service along the Panama Canal. KCS' North
American rail holdings and strategic alliances are primary
components of a NAFTA Railway system, linking the commercial and
industrial centers of the U.S., Canada and Mexico.



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

BANCO COMERCIAL: Uruguay to Pursue Case Against 3 Int'l Banks
-------------------------------------------------------------
Uruguay's economy minister Daniel Astori confirmed that the
government will lodge civil proceedings against JPMorgan Chase
(NYSE: JPM), CSFB (NYSE:CSR) and Dresdner in Uruguay for their
role in the defunct Banco Comercial del Uruguay, reports
Business News Americas.

Lawyers had recommended that the government sue the banks in
Uruguay because of greater chances of winning the case there and
also due to lower costs.

The three international banks were all co-shareholders in Banco
Comercial, which was intervened in 2002 together with several
other banks due to capital problems and a massive run on
deposits. Uruguay is accusing the three banks of not honoring
their obligations to the failed bank.

In January, the International Court of Arbitration of the Paris-
based International Chamber of Commerce ordered the Uruguayan
government to repay the three banks US$120 million for a capital
injection that was undertaken during the financial crisis in
2002.

But the government didn't comply with the ICC ruling, prompting
the three international banks to file for new arbitration
proceedings at the ICC last week.





                            ***********


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

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

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

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

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

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


* * * End of Transmission * * *