TCRLA_Public/051020.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, October 20, 2005, Vol. 6, Issue 208

                            Headlines

A R G E N T I N A

BAWEX S.A.: Court Rules for Liquidation
COMERCIAL MENDOZA: Court Grants Reorganization Plea
CONSTRUCTORA WILDE: Court OKs Creditor's Bankruptcy Request
ESTANCIAS DEL SUR: Reorganization Ends
FOTO LUX: Liquidates Assets to Pay Debts

LOMA NEGRA: Mulls Biofuel Investment to Prevent Gas Shortages
LUCHINO MAQUINARIAS: Court Converts Bankruptcy to Reorganization
PETROBRAS ENERGIA/REPSOL: Workers Agree to Put Off Strike
RENANCO CEREALES: Bankruptcy Converted to Reorganization
RESPUESTA MEDICA: Enters Bankruptcy on Court Orders

SIMAPEN S.A.: Court Favors Involuntary Bankruptcy Motion
WALGER S.A.: Initiates Bankruptcy Proceedings


B E R M U D A

ANNUITY & LIFE RE: Directors Will Not Renew Serving Terms
LINES OVERSEAS: Seeks to Dismiss Midland Trustee's Suit
REFCO INC: Enters into MOU With J.C. Flowers
REFCO INC: Case Summary & 50 Largest Unsecured Creditors
ROSEMONT REINSURANCE: A.M. Best Downgrades Ratings


B R A Z I L

BANCO BMG: S&P Lowers Rating to 'B+' from 'BB-'
COMPANHIA PETROLIFERA: Moody's Upgrades Bond Rating to Baa3
ELETROPAULO METROPOLITANA: Seen Paying Dividends This Year
PARANA BANCO: Rating Reflects Challenge to Expand Operations
VARIG: Govt. Meets With Creditors to Analyze Rescue Offers


C A Y M A N   I S L A N D S

BLUE PERFUME: Appoints Liquidators
CAPTIVA FINANCE: David Dyer Named Liquidator
CSN CAYMAN II: Selects Otavio de Garcia Lazcano as Liquidator
CSN ISLANDS: To Wind Up Voluntarily
DBB INVESTMENTS: Creditors Have Until Nov. 17 to Prove Claims

DS INTERNATIONAL: Shareholders Decide on Liquidation
FINIAL GROUP: Taps Ian Wight, Stuart Sybersma as Liquidators
FLICKA: To Start Winding Up Operations
GOSHAWK SECURITY: Resolves to Wind Up Voluntarily
NAMAZU RE: to Ratify Conduct of Liquidation

NSS ASSET: Shareholders Volunteer to Wind Up Company
QF ASSET FUNDING: Shareholders Volunteer to Wind Up Company
SBS ASSET FUNDING: Creditors to Prove Debt Claims Before Oct. 28
SEATTLE SLEW: Liquidator Selected for Liquidation
SECRETARIAT: Winding Up Begins


D O M I N I C A

* DOMINICA: IMF Completes 5th Review of PRGF Arrangement


D O M I N I C A N   R E P U B L I C

* DOMINICAN REPUBLIC: IMF Completes Reviews Under SBA


M E X I C O

BALLY TOTAL: Directors Adopt Short-Term Stockholder Rights Plan
BALLY TOTAL: Begins Consent Solicitation of Holders
GRUPO ELEKTRA: EBITDA Up 36% at Ps.1,319 Million in 3Q05
TV AZTECA: Posts EBITDA of Ps.879M in 3Q05


P A R A G U A Y

ACEPAR: Dismisses Reports of Impending Strike


V E N E Z U E L A

EDC: Fitch Ratings Affirms Ratings at 'B+'

     -  -  -  -  -  -  -  -                           

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

BAWEX S.A.: Court Rules for Liquidation
---------------------------------------
Buenos Aires' civil and commercial court ordered the liquidation
of Bawex 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 Ms. Rut Noemi Alfici, the court-appointed trustee.

Ms. Alfici will verify creditors' proofs of claim until Dec. 16,
2005. The verified claims will serve as basis for the individual
reports to be submitted in court on March 1, 2006. The
submission of the general report follows on April 12, 2006.

CONTACT: Ms. Rut Noemi Alfici, Trustee
         Rodriguez Pena 565
         Buenos Aires


COMERCIAL MENDOZA: Court Grants Reorganization Plea
---------------------------------------------------
Comercial Mendoza S.A., a company operating in Buenos Aires,
begins reorganization proceedings after the city's civil and
commercial Court No. 26, with assistance from Clerk No. 52,
granted its petition for "concurso preventivo", Argentine Daily
La Nacion reports.

During the reorganization, the Company will be able to negotiate
a settlement proposal for its creditors so as to avoid a
straight liquidation.  

According to Argentine news source Infobae, the reorganization
will be conducted under the direction of Mr. Atilio Mossi, the
court-appointed trustee.

Creditors with claims against Comercial Mendoza S.A. must
present proofs of the Company's indebtedness to Mr. Mossi before
Nov. 29, 2005.

An informative assembly is scheduled for Aug. 9, 2006.

CONTACT: Comercial Mendoza S.A.
         Mendoza 4147   
         Buenos Aires

         Mr. Atilio Mossi, Trustee
         Montevideo 527
         Buenos Aires


CONSTRUCTORA WILDE: Court OKs Creditor's Bankruptcy Request
-----------------------------------------------------------
Constructora Wilde S.A. entered bankruptcy after Court No. 25 of
Buenos Aires' civil and commercial tribunal approved a
bankruptcy motion filed by Lugar Editorial S.A., reports La
Nacion. The Company's failure to pay $1,360 in debt prompted the
creditor to file the petition.

Working with the city's Clerk No. 49, the court assigned Ms.
Maria Ines Palermo as trustee for the bankruptcy process. The
trustee's duties include the authentication of the Company's
debts and the preparation of the individual and general reports.
Creditors are required to present their proofs of claim to the
trustee before Nov. 25, 2005.

The Company's assets will be liquidated at the end of the
bankruptcy process to repay creditors. Payments will be based on
the results of the verification process.

CONTACT: Constructora Wilde S.A.
         Corrientes 3978
         Buenos Aires

         Ms. Maria Ines Palermo, Trustee
         Av. Santa Fe 3444
         Buenos Aires


ESTANCIAS DEL SUR: Reorganization Ends
--------------------------------------
Cordoba-based company Estancias del Sur S.A. concluded its
reorganization process, according to data released by Infobae on
its Web site. The conclusion came after the city's civil and
commercial court homologated the debt plan signed between the
Company and its creditors.


FOTO LUX: Liquidates Assets to Pay Debts
----------------------------------------
Rio Cuarto-based Foto Lux S.A. will begin liquidating its assets
following the pronouncement of the city's civil and commercial
court that the Company is bankrupt, reports Infobae.

The bankruptcy ruling places the Company under the supervision
of court-appointed trustee, Susana Cristina Testa. The trustee
will verify creditors' proofs of claim until Nov. 25, 2005. The
validated claims will be presented in court as individual
reports on Feb. 24, 2006.

Ms. Testa will also submit a general report, containing a
summary of the Company's financial status as well as relevant
events pertaining to the bankruptcy. Submission for the said
report is yet to be disclosed.

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

CONTACT: Foto Lux S.A.
         Rivadavia 155 Rio Cuarto (Cordoba)

         Ms. Susana Cristina Testa, Trustee
         Maipu 849
         Rio Cuarto (Cordoba)


LOMA NEGRA: Mulls Biofuel Investment to Prevent Gas Shortages
-------------------------------------------------------------
Cement producer Loma Negra is looking into the possibility of
investing in a bio-fuel to avoid winter gas shortages as it
seeks to expand production, reports Dow Jones Newswires.

Loma Negra's new owner, Brazilian engineering concern Camargo
Correa, last week revealed a US$100-million, three-year
investment plan to boost production capacity.

"Part of that expenditure will go toward changing the energy
matrix at the plant in Cajamarca, which due to a lack of gas is
shut down four months of the year; and that harms us a great
deal," Loma Negra's new Director, Juliano de Oliveira, was
quoted as saying.

"What concerns us the most is the issue of fuel for our plants.
We hope that in a short time this will be resolved," De Oliveira
said. "To avoid (shortages), we are analyzing investing in a
bio-fuel, with a coke base, that will replace the gas," he
added.

Loma Negra is Argentina's largest cement maker, with nine plants
and 1,850 employees. The secretary of technical coordination,
the agency that oversees Argentina's antitrust regulatory body,
recently approved Camargo's US$1.025-billion purchase of Loma
Negra's holding company, Holdtotal.


LUCHINO MAQUINARIAS: Court Converts Bankruptcy to Reorganization
----------------------------------------------------------------
Luchino Maquinarias S.R.L. will proceed with reorganization
after a Rio Cuarto Court converted the Company's ongoing
bankruptcy case into a "concurso preventivo", states Infobae.

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

Mr. Mario A. Paoloni, the court-appointed trustee, will verify
creditors' proofs of claim until Dec. 5, 2005. Creditors with
unverified claims cannot participate in the Company's settlement
plan.

Out of the verified claims, Mr. Paoloni will prepare individual
reports and submit them on Feb. 20, 2006. He will also submit a
general report on the case on April 4, 2006.

An informative assembly is set for Sep. 25, 2006.

CONTACT: Luchino Maquinarias S.R.L.
         Avda. Sabattini 2852
         Rio Cuarto (Cordoba)

         Mr. Mario A. Paoloni, Trustee
         Santa Fe 650
         Rio Cuarto (Cordoba)


PETROBRAS ENERGIA/REPSOL: Workers Agree to Put Off Strike
---------------------------------------------------------
Workers at the Argentine units of Madrid-based Repsol YPF, Rio
de Janeiro-based Petrobras and other oil and natural gas
producers agreed to suspend a strike and enter a ten-day period
to negotiate new contracts with the energy companies, reports
Bloomberg.

Oil workers downed tools early this week because the companies
refused to make an offer to raise salaries, said Alberto
Roberti, head of the Federation of Oil and Gas Workers.

The union is demanding an increase of ARS260 ($88) a month.

The National Federation called for higher wages after oil
companies in the southern province of Chubut agreed with
workers' demands to raise salaries by ARS260 per month.

Roberti said the increase should extend to workers across the
country.


RENANCO CEREALES: Bankruptcy Converted to Reorganization
--------------------------------------------------------
Renanco Cereales S.R.L. will proceed with reorganization. A
Huinca Renanco court converted the Company's ongoing bankruptcy
case into a "concurso preventivo", Infobae reports.

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

Mr. Felix Epifanio Jimenez, the court-appointed trustee, will
verify creditors' proofs of claim until Dec. 13, 2005. Creditors
with unverified claims cannot participate in the Company's
settlement plan.

Mr. Jimenez will submit individual reports on creditors' claims
on Feb. 23, 2006. The submission of the general report will
follow on April 6, 2006.

CONTACT: Renanco Cereales S.R.L.
         Colon y Continuacion de Santa Cruz
         Huinca Renanco (Cordoba)

         Mr. Felix Epifanio Jimenez, Trustee
         Beltran 185
         Huinca Renanco (Cordoba)


RESPUESTA MEDICA: Enters Bankruptcy on Court Orders
---------------------------------------------------
Respuesta Medica Emergencias S.R.L. enters bankruptcy protection
after Buenos Aires' civil and commercial court ordered the
Company's liquidation. The order effectively transfers control
of the Company's assets to a court-appointed trustee who will
supervise the liquidation proceedings.

Infobae reports that the court selected Mr. Juan Angel Fontecha
as trustee. Mr. Fontecha will be verifying creditors' proofs of
claim until the end of the verification phase on Dec. 21, 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 March 3, 2006 followed by the general report, which is due on
April 14, 2006.

CONTACT: Mr. Juan Angel Fontecha, Trustee
         Parana 785
         Buenos Aires

  
SIMAPEN S.A.: Court Favors Involuntary Bankruptcy Motion
--------------------------------------------------------
Court No. 10 of Buenos Aires' civil and commercial court
declared Simapen S.A. bankrupt, says La Nacion. The ruling comes
in approval of the petition filed by the Company's creditor,
Distribuidora Madacilo S.A., for nonpayment of $5,000 in debt.

Trustee Eduardo Gruden will examine and authenticate creditors'
claims until Dec. 6, 2005 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. 20 assists the court on the case, which will conclude
with the liquidation of the Company's assets.

CONTACT: Simapen S.A.
         Colonia 45/47
         Buenos Aires

         Mr. Eduardo Gruden
         Av. Pte. Roque Saenz Pena 1219
         Buenos Aires


WALGER S.A.: Initiates Bankruptcy Proceedings
---------------------------------------------
Buenos Aires' civil and commercial court declared Walger S.A.
"Quiebra," reports Infobae.

The court-appointed trustee will verify creditors' claims and
then prepare the individual reports based on the results of the
verification process.

The individual reports will then be submitted to court, to be
followed by the general report.

Dates for the submission of the reports as well as the deadline
for the verification are yet to be disclosed.



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

ANNUITY & LIFE RE: Directors Will Not Renew Serving Terms
---------------------------------------------------------
Two of the Board of Directors Annuity And Life Re (Holdings),
LTD. Will not stand for re-election as directors once their
serving terms will expire at the Company's upcoming annual
general meeting of shareholders.

On October 12, 2005, Board of Directors Lee M. Gammill, Jr.,
Frederick S. Hammer and Jon W. Yoskin, II will cease to be
directors of the Company following the annual general meeting.

On the same day, Messrs. Robert M. Lichten and Robert P.
Johnson, whose terms would otherwise expire in 2006 and 2007,
respectively, informed the Company that they will resign as
directors of the Company effective as of the date of the annual
general meeting.

CONTACT: Annuity & Life Re (Holdings), Ltd.
         Phone: 1-441-296-7667


LINES OVERSEAS: Seeks to Dismiss Midland Trustee's Suit
-------------------------------------------------------
Bermuda-based Lines Overseas Management has filed a motion to
dismiss a suit filed against it by the trustee of five
consolidated bankrupt estates involved in a US$140-million Ponzi
scheme.

The Royal Gazette reports that Christopher Barclay, trustee to
bankrupt estates of Midland Euro Exchange, Midland Euro Inc.
Midland Group, Moshe and Zvi Leichener, sued LOM, alleging that
Midland agreed to give brokers or finders procuring investor
funds "including defendant LOM" a commission of 1% or more per
month on all funds of the broker or finder's investors
purportedly held for investment with Midland.

Barclay, who filed his compliant with the US bankruptcy court in
the central district of California, said the monthly commissions
rewarded came from commingled proceeds of the Ponzi Scheme.

Causes of action against LOM concern alleged fraudulent
transfers totalling at least US$395,677 from a Midland account
"to or for the benefit of the defendants in excess of the amount
of money that the defendants transferred to Midland," according
to court documents.

"All of those transfers were proceeds of the Ponzi Scheme made
from commingled funds in the Midland/Lechner accounts."

In court documents, the trustee said: "Defendant Lines Overseas
Management Limited was at all times a broker or finder who
procured investors for MEI or MEEI, and is an entity to whom or
for whose benefit the recoverable transfers alleged in this
complaint were made."

But according to an LOM spokesperson, Baclay's allegations are
"totally false and without merit."

LOM filed a motion to dismiss Barclay's action on the grounds
that the court does not have personal jurisdiction over the
Bermuda-based company.

"LOM has never had any connection to or relationship with
Midland, nor any knowledge of its existence (prior to the civil
suit)," the LOM spokesperson said, adding that LOM has never
"done business" with Midland, never "introduced" or "procured"
any investors for Midland and never was promised nor received
any commission or other income from Midland.

The spokesperson added that the proceeding in which LOM was
named was among more than 150 proceedings filed concurrently in
that court by Mr. Barclay "apparently against any entity which
ever received a transfer from Midland".

"LOM had a single customer that on his own accord, wired funds
to his account at Midland in 2001 from his LOM account; in 2002
funds were wired back from his account at Midland to his account
at LOM.

"This was not in any way an investment facilitated by LOM; it
was simply a request by the customer to transfer out funds from
his account," the spokesperson said, adding that the customer's
written confirmation of this has been forwarded to the
bankruptcy Trustee.

"There is no indication or suggestion that the customer had any
relationship to Midland other than being one of hundreds or
thousands of investors."


REFCO INC: Enters into MOU With J.C. Flowers
--------------------------------------------
Refco, Inc. announced Tuesday that it has entered into a
memorandum of understanding with a group of investors led by
J.C. Flowers & Co. LLC for the sale of the Company's futures
brokerage business conducted through Refco LLC, Refco Overseas
Ltd., Refco Singapore Ltd. and certain related subsidiaries and
other assets. The investor group includes entities associated
with J.C. Flowers & Co. LLC, The Enstar Group, Inc., Silver
Point Capital, MatlinPatterson Global Advisers LLC, and Texas
Pacific Group. The Company expects to execute definitive
agreements shortly, although there can be no assurance that any
definitive agreement ultimately will be reached or that a sale
ultimately will be consummated.

Mark Winkelman will serve as Chairman of Refco LLC, and Jacob
Goldfield will serve as Vice Chairman. Mr. Winkelman was
formerly head of J. Aron & Co. and co-head of the Goldman Sachs
fixed income division. Mr. Winkelman said, "We believe that
Refco has a tremendously bright future ahead of it. Refco's
unique platform offers clients a compelling value proposition,
and we are providing Refco with a stable and well-capitalized
shareholder base that will permit it to continue providing
superior service to clients. We expect to close this transaction
as soon as possible and we will begin our partnership with Refco
employees immediately."

In connection with the transaction, Refco Inc. and certain
subsidiaries have filed for protection under Chapter 11 of the
United States Bankruptcy Code on October 17, 2005. None of
Refco's regulated subsidiaries, including the futures brokerage
business conducted through Refco LLC, Refco Overseas Ltd. and
Refco Singapore Ltd, and the registered broker dealer Refco
Securities LLC have filed for bankruptcy protection. Refco
expects that the Bankruptcy Court will enter an order
establishing procedures for submission of competing proposals in
due course.

The proposed purchase price of $768 million equals 103% of the
net capital of the acquired businesses. Refco will also have the
option to retain up to 20% of the equity value of the entities
being sold. Refco filed a Form 8- K Tuesday with the Securities
and Exchange Commission that includes the executed memorandum of
understanding dated as of October 17, 2005.

Greenhill & Co. LLC will continue as the Company's financial
advisor. In accordance with the terms of its engagement, the
services of Goldman, Sachs & Co. terminated on October 17, 2005,
upon the bankruptcy filing.

                    About Refco Inc.

Refco Inc. (NYSE: RFX) is a diversified financial services
organization with operations in 14 countries and an extensive
global institutional and retail client base. Refco's worldwide
subsidiaries are members of principal U.S. and international
exchanges, and are among the most active members of futures
exchanges in Chicago, New York, London and Singapore. In
addition to its futures brokerage activities, Refco is a major
broker of cash market products, including foreign exchange,
foreign exchange options, government securities, domestic and
international equities, emerging market debt, and OTC financial
and commodity products. Refco is one of the largest global
clearing firms for derivatives. For more information, visit
http://www.refco.com.

            About J.C. Flowers & Co. LLC

J.C. Flowers & Co. LLC is an investment firm specializing in
financial services.

              About The Enstar Group

The Enstar Group (Nasdaq: ESGR) is a publicly traded company
engaged in the operation of several businesses in the financial
services industry, including Castlewood Ltd., Bermuda. Mr.
Flowers is the largest shareholder of Enstar.

             About Silver Point Capital

Silver Point Capital specializes in credit analysis and
diversified credit-related investments.

      About MatlinPatterson Global Advisors LLC

MatlinPatterson is a private equity firm specializing in control
investments in distressed situations on a global basis.

           About Texas Pacific Group (TPG)

Texas Pacific Group is a global private equity firm investing in
businesses across a range of industries.

CONTACT: Rubenstein Associates
         Rob Solomon
         Tel: +1-212-843-8050
         E-mail: rsolomon@rubenstein.com
         Marcia Horowitz
         Tel: +1-212-843-8014
         E-mail: mhorowitz@rubenstein.com


REFCO INC: Case Summary & 50 Largest Unsecured Creditors
--------------------------------------------------------
Lead Debtor: Refco Inc.
             One World Financial Center
             200 Liberty Street, Tower A
             New York, New York 10281

Bankruptcy Case No.: 05-

Debtor affiliates filing separate chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
      Bersec International LLC                   05-
      Kroeck & Associates, LLC                   05-
      Marshall Metals LLC                        05-
      New Refco Group Ltd., LLC                  05-
      Refco Administration LLC                   05-
      Refco Capital LLC                          05-
      Refco Capital Holdings LLC                 05-
      Refco Capital Management LLC               05-
      Refco Capital Markets, LTD                 05-
      Refco Capital Trading LLC                  05-
      Refco Finance Inc.                         05-
      Refco Financial LLC                        05-
      Refco Fixed Assets Management LLC          05-
      Refco F/X Associates LLC                   05-
      Refco Global Capital Management LLC        05-
      Refco Global Finance Ltd.                  05-
      Refco Global Futures LLC                   05-
      Refco Global Holdings LLC                  05-
      Refco Group Ltd., LLC                      05-
      Refco Information Services LLC             05-
      Refco Mortgage Securities, LLC             05-
      Refco Regulated Companies LLC              05-


Type of Business: The Debtors constitute a diversified financial
                  services organization with operations in 14
                  countries and a global institutional and
                  retail client base.  Refco Inc.'s worldwide
                  subsidiaries are members of principal U.S. and
                  international exchanges, and are among the
                  most active members of futures exchanges in
                  Chicago, New York, London, Paris and
                  Singapore.  In addition to its futures
                  brokerage activities, Refco Inc. and its
                  affiliates are major brokers of cash market
                  products, including foreign exchange, foreign
                  exchange options, government securities,
                  domestic and international equities,
                  emerging market debt, and OTC financial and
                  commodity products.

Chapter 11 Petition Date: October 17, 2005

Court: Southern District of New York

Debtors' Counsel: J. Gregory Milmoe, Esq.
                  Skadden, Arps, Slate, Meagher & Flom LLP
                  Four Times Square
                  New York, New York 10036
                  Tel: (212) 735-3000
                  Fax: (212) 735-2000

Refco Inc. and its affiliates reported to the Bankruptcy Court
that as of February 28, 2005, their financial condition was:

      Total Assets: $48,765,349,000

      Total Debts:  $48,599,748,000

In a filing with the Securities and Exchange Commission, Refco
Group Ltd., LLC, and its subsidiaries disclosed that their
consolidated balance sheet as of May 31, 2005, reflects:

      Total Assets: $74,319,691,000

      Total Debts:  $74,108,158,000


Debtors' Consolidated List of 50 Largest Unsecured Creditors:

   Entity                                           Claim Amount
   ------                                           ------------
Bawag International Finance                         $451,158,506
BAWAG P.S.K.
Bank fur Arbeit und Wirtschaft und
Osterreichische Postsparkasse
Aktiengesellschaft Sietzergasse 2-4 A-1010
Vienna, Austria
P: +43/1/534 53/3 12 10
F: +43/1/534 53/ 2284

Wells Fargo                                         $390,000,000
Corporate Trust Services
Mac N9303-120
Sixth & Marquette
Minneapolis, MN 55497
P: 612-3 16-47727
Attn: Julie J. Becker

VR Global Partners, LP                              $380,149,056
Avora Business Park
77 SADOVNICHESKAYA NAB. BLDG. 1
Moscow, Russia 115035

Rogers Raw Materials Fund                           $287,436,182
C/O Beeland Management
141 West Jackson Blvd., Suite 1340
Chicago, IL 60604
P: (312) 264-4375

Bancafe International Bank Ltd                      $176,006,738
Carrera 11 82-76
Segundo 2
Bogota, Colombia
P: 636-4349

     - and -

Bancafe International Bank Ltd
801 Brickell Ave. Ph1
Miami, FL 33131
P: 305-372-9909
F: 305-372-1797

Markwood Investments                                $110,056,725
Via Lovanio
#19 00198
Rome, Italy

Capital Management Select Fund                      $109,009,282
Lynford Manor, Lynford Cay
Nassau, Bahamas

Leuthold Funds Inc                                  $107,264,868
Leuthold Industrial Metals, LP
100 North 6th Street Suite 412A
Minneapolis, MN 55403
P: 612-332-9141
F: 612-332-0797
Attn: David Cragg

Rietumu Banka                                       $100,860,048
JSC Rietumu Banka
Reg. No. 40003074497
VAT No. LV40003074497
54 Brivibas str
Riga, LV-1011 LATVIA
P: +371-7025555
F: +371-7025588

Cosmorex Ltd                                         $91,393,820
CP 8057 28080
Madrid, Spain
P: +34-607-745-555
F: +34-667-706-622

BCO Hipotecario Inv. Turistic                        $85,807,030
(Fidelicomiso Federal Forex Invest)
Av Venezuela
Torre Cremerca, Piso 2
Ofici B2 El Rosal
Caracas, VENEZUELA

VR ARGENTINA RECOVERY FUND                           $77,710,311
Avrora Business Park
77 Sadovnicheskayanab BLDG 1
Moscow, 115035 Russia

Rogers International Raw Materials                   $75,213,814
c/o Beeland Management
141 West Jackson Blvd., Ste. 1340
Chicago IL 60604
P: (312) 264-4375

Creative Finance Limited                             $65,111,071
Marcy Building, Purcell Estate
P.O. Box 2416
Road Town, British Virgin Islands

Cargill                                              $67,000,000
PO Box 9300
Minneapolis, MN 55440-9300
P: (952) 742-7575
F: (952) 742-7393

JWH Global Trust                                     $50,576,912
c/o Refco Commodity Management Inc.
One World Financial Center
200 West Liberty St., 22nd Floor
New York, NY 10281

RB Securities Limited                                $50,661,064
54 Brivibas Street
LV-1011 Riga, Lativa
P: + 371 702-52-84
F: + 371 702-52-26

PREMIER TRUST CUSTODY                                $49,365,415
ABRAHAM DE VEERSTRAAT 7-A
CURACAO, NETHERLANDS ANTILLES

London & Amsterdam Trust Company                     $47,560,980
PO Box 10459 APO
3rd Floor
Century Yard
Cricket Square, Elgin Ave.
Grand Cayman, Cayman Island

Stilton International Holdings
Trident Chambers, Wickhams Cay
P.O. Box 146
Road Town, British Virgin Islands                    $46,820,415

Refco Advantage Multi-Manager Fund Futures Series    $41,713,723
c/o Refco Alternative Investments Group
One World Financial Center
200 West Liberty St., 22nd Floor
New York, NY 10281

Banesco Ny Banesco Banco Universal C.A.              $39,596,609
Av Urdaneta, Esquina El Chorre, Torre Untbanca
Caracas Venezuela

Josefina Franco Sillier                              $32,862,419
Carretera Mexico-Toluca No. 4000
Col. Cuajimalpa D.R. 0500 Mexico

Rovida                                               $32,831,461
London & Amsterdam Trust Company
PO Box 10459 APO
3rd Floor
Century Yard, Cricket Sq.

Caja S.A.                                            $30,950,115
Sarmiento 299 1 Subsuelo (1353)
Buenos Aires, Argentina
P: (54 11) 4317-8900
F: (54 11) 4317-8909

Global Management Worldwide                          $28,976,612
Trident Corp.
Service Floor 1
Kings Court Bay St.
PO Box 3944
Nassau, Bahamas

Abadi & Co. Securities                               $28,046,904
375 Park Avenue, Suite 3301
New York, NY 10152
P: (212) 319 -4135

Refco Winton Diversified Futures Fund                $27,226,697
c/o Refco Global Finance
One World Financial Center
200 West Liberty Street, 22nd Floor
New York, NY 10281

Pioneer Futures, Inc.                                $25,932,000
One North End Ave., Suite 1251
New York, NY 10282

Daichi Commodities CO., LTD.                         $24,894,833
10-10 Shinsen Cho, Shibuya-Ku
Tokyo, I5O-0045 JAPAN

GS Jenkins Portfolio LLC.                            $24,631,959
c/o Refco Capital Markets
One World Financial Center
200 West Liberty Street, 22nd Floor
New York, NY 10281

Winchester Preservation                              $23,349,765
c/o Joseph D, Freney
Christiana Bank & Trust Co.
3801 Kennett Pike, Suite 200
Greenville, DE 19807

BANCO AGRI BANCO AGRICOLA (PANAMA) S.A.              $22,314,386
EDIFICIO GLOBAL BANK
#17, LOCAL F, CALLE 50 PANAMA, PA

     - and -

BANCO AGRICOLA, S.A.
1RA. CAKKE PTE. Y 67 AV. NORTE
FINAL BLVD CONSTITUCION #100
SAN SALVADOR, ES

Peak Partners Offshore Master Fund Limited           $22,205,344
PO Box 2199
GT Grand Pavilion Commercial Center
802 West Bay Road
Grand Cayman, Cayman Islands

Arbat Equity Arbitrage Fund                          $19,106,989
Trident Corporate Services
1st Floor Kings Court
Bay Street
P.O. Box N3944
Nassau, Bahamas

Renaissance Securities (Cyprus) Ltd.                 $17,820,709
2-4 Arch Makarios
111 Avenue Capital Center, 9th Floor
1505 Nicosia Cyprus

AQR Absolute Return                                  $17,482,100
c/o Caledonian Bank & Trust LTD
PO Box 1043
GT Caledonian House
Grand Cayman, Cayman Islands

Geshoa Fund                                          $17,319,494
CORPORATE CENTER
WEST BAY ROAD
PO BOX 31106 SMB
GRAND CAYMAN

RK Consulting                                        $14,074,345
7, Kountouriotou Street
14563 Kifissia
Greece

VR Capital Group Ltd.                                $13,690,549
AVRORA BUSINESS PARK
CALENDONIAN HOUSE MARY STREET
NAB 77 BLDG 1
MOSCOW RUSSIA 115035
P: +358 600 41 902

GTC Bank, INC.                                       $12,971,439
CALLE 55 ESTE
TORRE WORLD TRADE CENTER
PISO 7
PANAMA GUATEMALA
P: (507) 265-7371
F: (507) 265-7396

Inversiones Concambi                                 $12,799,137
C/O AEROCAV 1029
P.O. BOX 02-5304
MIAMI, PL 33102

Miura Financial Services                             $12,150,213
AV. FRANCISCO DE MIRANDA
TORRE LA
PRIMERA PISO 3
CARACAS VENEZUELA

NKB Investments LTD                                  $11,699,430
199 ARCH MAKARIOS AVE
196 Makarios III Avenue
Ariel Corner 3rd Floor
Office 301 3030
Limassol CYPRUS

Tokyo Forex Financial Inc                            $11,689,354
Shinjyuku Oak Tower, 35th Floor
6-8-1 Nishishinjyuku
Shinjyuku-Ku, Tokyo JAPAN

Birmingham Merchant S.A.                             $11,215,413
AV. ARGENTINA 4793
PISO 3
CALLAO PERU

BAC International                                    $10,906,506
CALLE 43 QNQUILLO DE LAGUAR
PANAMA
P: (507) 265-8289
F: 507-205-4031

Total Bank                                           $10,657,732
CALLE GUAICAIPURO ENTRE
AV.PRINCIPALDE
IAS MERCEDES
TORRE ALIANZA PISO 9
EL ROSAL, CAACAS, VENEZUELA
P: (0212) 264.72.54/49.42
F: (0212) 266.58.12

Reserve Invest (Cypress) Limited                     $10,499,733
MAXIMOS PLAZA
3301 BLOCK 3
3035 LIMASSOL
CYPRUS

Refco Commodity Futures Fund                         $10,166,045
c/o Refco Alternative Investments Group
One World Financial Center
200 Liberty Street, 22nd Floor
New York, New York 10281
P: 877 538 8820
F: 877 229 0005
(Troubled Company Reporter, October 19, 2005, Vol. 9, No. 248)


ROSEMONT REINSURANCE: A.M. Best Downgrades Ratings
--------------------------------------------------
A.M. Best Co. has downgraded the financial strength rating (FSR)
to B (Fair) from A- (Excellent) and the issuer credit rating
(ICR) to "bb" from "a-" of Rosemont Reinsurance Ltd. (Rosemont)
(Bermuda). Both ratings have been removed from under review and
assigned a negative outlook.

These rating actions follow Rosemont's recent announcement that
discussions to recapitalize the company following losses
incurred from Hurricanes Katrina and Rita have ceased, placing
the company effectively into run-off. Without the possibility of
attracting new capital, Rosemont no longer has the financial
capacity necessary to maintain its current property catastrophe
business profile.

The rating downgrade also considers debt totaling approximately
$64 million at June 30, 2005, held at Rosemont's immediate
parent company, Goshawk Holdings (Bermuda) Ltd. (Goshawk
Bermuda), a subsidiary of Goshawk Insurance Holdings plc which
is traded on the London Stock Exchange. As the only operating
subsidiary held by Goshawk Bermuda, in addition to servicing its
own loss reserves Rosemont will be the only source of funds
available to pay off the parent company's debt.

Rosemont was originally placed under review with negative
implications on September 8, 2005, due to projected net losses
attributable to Hurricane Katrina and adverse development on
Hurricane Ivan marine loss reserves.

CONTACTS: Public Relations
          Jim Peavy
          Tel: (908) 439-2200, ext. 5644
          E-mail: james.peavy@ambest.com

          Rachelle Striegel
          Tel: (908) 439-2200, ext. 5378
          E-mail: rachelle.striegel@ambest.com

          Analysts:
          Peter Dickey
          Tel: (908) 439-2200, ext. 5053
          E-mail: peter.dickey@ambest.com

          Robert DeRose
          Tel: (908) 439-2200, ext. 5453
          E-mail: robert.derose@ambest.com



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

BANCO BMG: S&P Lowers Rating to 'B+' from 'BB-'
-----------------------------------------------
Standard & Poor's Ratings Services has lowered its long-term
counterparty credit rating on Banco BMG S.A. to 'B+' from 'BB-'.
The outlook is stable.

"The downgrade results from the more-challenging environment in
the past three months in terms of attracting and retaining a
stable and more diversified deposit base in the domestic market,
and fiercer competition in loan origination," said Standard &
Poor's credit analyst Daniel Araujo. Banco BMG has been able to
take advantage of its expertise and agile decision making to
increase the scale of its operations and overcome balance-sheet
limitations. The bank has also reduced dependence on domestic
market sources, as it has been successful in obtaining
significant funding by means of asset sale agreements and
receivable funds as well as cross-border deals. While
Banco BMG has maintained good liquidity management, the
combination of the potential lower banking spreads and more
expensive funding alternatives with more intense use of asset
sales operations might lower currently high profitability levels
in the medium to long term.

The ratings on Banco BMG incorporate the risks of a midsize bank
for Brazilian standards operating in a highly competitive market
and with significant product concentration, as well as the
challenge of building a stable and diversified funding base.
These risks are partially offset by a well-defined strategy as a
niche bank, strong execution benefiting from technology and
distribution capabilities, solid results in terms of growth in
loan portfolio and profitability, while maintaining good asset
quality.

Banco BMG has shown a large increase in discount-payroll loans,
benefiting from being a pioneer in this market and having
developed the technology and distribution to achieve a large
number of target clients. The main challenges in the medium term
are the competitive pressures from new entrants in a market
viewed as very attractive by larger players, and the maintenance
of more stable and diversified funding. Banks fund a significant
portion of the new loans under large sale agreements, which have
partially mitigated the decline in deposits from the domestic
market.

The stable outlook reflects our expectations that Banco BMG will
continue benefiting from the maintenance of its core
competencies, with further growth in its niche operations in
discount-payroll loans, maintaining adequate liquidity levels as
well as asset quality indicators under control, with non-
performing loans to total loans at or below 2% after adjustments
for ceded loans.

Primary Credit Analyst: Daniel Araujo, Sao Paulo (55) 11-5501-
8939; daniel_araujo@standardandpoors.com

Secondary Credit Analyst: Milena Zaniboni, Sao Paulo (55) 11-
5501-8945; milena_zaniboni@standardandpoors.com


COMPANHIA PETROLIFERA: Moody's Upgrades Bond Rating to Baa3
-----------------------------------------------------------
Approximately US$150 Million of Foreign Currency Bonds Affected

Moody's Investors Service upgraded the foreign currency rating
of Companhia Petrolifera Marlim's (Marlim) senior secured
medium-term notes to Baa3 from B1. The rating outlook is stable.

The rating upgrade was prompted by Moody's upgrade of Brazil's
long-term foreign currency ceiling for bonds and notes to Ba3
from B1. Please refer to Moody's January 2005 special comment
"Piercing the Country Ceiling: An Update".

Companhia Petrolifera Marlim is a limited liability corporation
headquartered in the city of Macae, State of Rio de Janeiro,
Brazil.


ELETROPAULO METROPOLITANA: Seen Paying Dividends This Year
----------------------------------------------------------
Eletropaulo Metropolitana SA, Brazil's biggest power
distributor, may pay dividends this year for the first time
since 1998, says Rowe Michels, an analyst with Bear, Stearns &
Co.

The impact of a strong real on Eletropaulo's BRL1.9-billion
(US$849 million) foreign currency- denominated debt has resulted
in positive net income and a recovery in the Company's earnings,
Michels wrote in a report.

Standard & Poor recently assigned a `B' rating to Eletropaulo.
S&P considers Eletropaulo's liquidity and financial flexibility
as improving since the Company came out from a wide debt
renegotiation last year and was able to place a US$200 million
international bond in June 2005, and more recently, a BrR800
million debenture.

Eletropaulo is controlled by US power company AES (NYSE: AES)
through a 50% stake in holding company Brasiliana, in which one
of the Company's largest creditors, national development bank
BNDES, has the other 50%.

CONTACT: Eletropaulo Metropolitana Eletricidade de Sao Paulo S/A
         Investor Relations Manager
         Ms. Clarice Silva Assis
         E-mail: clarice.assis@aes.com
         Phone:(55 11) 2195-2229
         Fax:(55 11) 2195-2503


PARANA BANCO: Rating Reflects Challenge to Expand Operations
------------------------------------------------------------
CREDIT RATING: B/Stable/B

Outstanding Rating(s)
  Counterparty Credit:  B/Stable/B

Rationale

The ratings assigned to Parana Banco S.A. incorporate the
intrinsic risks to a very small bank with high product
concentration operating in an environment marked by fierce
competition; the bank's challenge to diversify further its
funding base and become less dependent on the group's resources;
and the potential margin pressures in the medium-to-long term
that could affect profitability. In addition, the bank faces the
challenge to increase the scale of its operations while
maintaining adequate asset quality. These risks are tempered by
the bank's good profitability levels; better-than-average
operating efficiency; and adequate and improving asset quality
ratios.

Parana Banco is a small niche bank, positioned 74th in Brazil,
with assets of Brazilian reais (BrR) 406 million ($173 million)
as of June 2005-less than 1% of total bank assets in the
Brazilian banking industry. Parana Banco's niche is payroll
discount lending, representing about 98% of its credit
operations, primarily to public-sector employees. The bank is a
relevant part of a broader conglomerate (J. Malucelli) and
represented around 30% of the group's consolidated net income of
BrR94 million in 2004. Standard & Poor's Ratings Services does
not assign ratings to any company in the J. Malucelli group, and
the ratings assigned to the bank do not incorporate potential
support from shareholders.

The bank faces the risks intrinsic to a very small bank with
high product concentration operating in an environment marked by
fierce competition. The bank is confronted with competitive
pressures from both new entrants in a market viewed as very
attractive by larger players, and banks already well positioned
in this market. We expect Parana Banco to continue benefiting
from the potential market expansion in its segment, with still-
satisfactory margins in the short-term, but margins, and
consequently profitability, tend to slow down as other players
fight for market share. The bank has the challenge to increase
the volume of its operations and find alternatives to compensate
for the gradual decline in bank spreads in the medium to long
term.

The main challenges for Parana Banco in the medium term are to
diversify further its funding base and become less dependent on
the group's resources to sustain its strategic plan. Parana
Banco has benefited from deposits from related companies
(roughly 30% of total deposits), which helped the bank during
the decline in the deposit base following the overall funding
reduction for small banks after the intervention in Banco Santos
at the end of 2004. Parana Banco has maintained adequate
liquidity levels in the past few years, with liquid assets
representing 30% of its total deposit base. The recent sale of
the insurance company of the J. Malucelli group should enhance
liquidity further. Liquidity is also reinforced by the bank's
capacity to generate attractive loan portfolios that can be sold
to other banks to generate more cash. Parana Banco closed an
agreement with Banco Bradesco (Brazil's largest private bank;
LC: BBpi) in which Bradesco provides the long-term funding by
means of a commitment to acquire the INSS loan portfolio
generated by Parana Banco. In the first half of 2005, the bank
generated and ceded BrR107 million related to the INSS-related
portfolio. To support growth, the bank has been expanding
funding sources through credit receivable funds (known as
FIDCs), small foreign issues, and the sale of loans to other
banks.

Payroll discount lending has attractive rates as compared to
ordinary consumer finance or personal loans, although they are
still high compared to those of other countries. These loans
still allow good spreads for banks, despite their lower-risk
nature. Therefore, this market has attracted a significant
number of players, and as competition becomes fiercer, margins
tend to be pushed down, causing a decline in banks'
profitability in the medium to long term. Although Parana Banco
benefits from a positive track record in operating payroll
discount lending, the bank's conservatism in expanding its
credit portfolio compared to its peers, and its focus on
profitability ought to limit its growth and competitiveness in
the medium term. At the same time, the fiercer competition
should call for larger scale to compensate for pressure on
profitability. The pace of Parana's expansion in the medium term
will, however, be driven mainly by its distribution and funding
capacities.

Parana Banco has shown good profitability, supported by its
ability to generate low risk and still-high-margin payroll
discount loans. Return on average assets reached a satisfactory
level of 2.6% in June 2005-adjusted to reflect the pro rata
results provided from ceded loans and nonrecurrent results-a
return expected to be maintained in the short term and expected
to slow down in the future, considering fiercer competition. The
bank also benefits from a lean and efficient structure whereby
it shares some costs at the conglomerate's holding level. Parana
Banco shows better-than-average operating efficiency, with the
ratio of noninterest expenses to revenues averaging a good 47%
in the past three years.

Asset quality ratios are adequate and improving. The ratio of
nonperforming loans (those between "E" and "H" per local
regulations) to total loans improved to 3% in 2005 from 5% in
2004-with loans adjusted for the portion ceded to other banks.
This ratio should improve further as the payroll-discount loans
to retirees and pensioners increase in proportion to total
loans, and the delay in payment to employees is kept under
control. Parana Banco has showed manageable levels of net
charge-offs to total loans (including the portfolio ceded),
which reached 1.4% in 2005 and 2004. Parana Banco benefits from
a low concentration risk by final borrower-the 10 largest
clients represented only 2% of total loans as of March 2005.
Some concentration risk arises in terms of employers and their
potential delay in employees' salaries. As of June 2005, the
five largest employers in the bank's portfolio represented a
significant 43% of total agreements.

Outlook

The stable outlook reflects our expectations that Parana Banco
will maintain its core competencies in the medium term, with
profitability at current satisfactory levels and asset-quality
ratios in a positive trend (mainly by adding lower-risk assets-
INSS loans-to its portfolio). The bank is also expected to
maintain efficiency indicators at good levels, with the ratio of
nonfinancial expenses to revenues between 40% and 50%.

The outlook may be changed to positive or ratings may be raised
if the bank shows superior growth in its niche operations in
payroll-discount loans with consistent returns, stronger-than-
anticipated improvements in asset quality indicators, the
maintenance of a stable and more diversified funding base, and
less dependence on the Group's resources. On the other hand, the
ratings may be lowered or the outlook may be revised to negative
if there is a significant worsening in asset quality to levels
higher than 5%; if profitability (ROAA) levels drop drastically;
and if funding and liquidity becomes problematic to support the
bank's operations.

Primary Credit Analyst: Beatriz Degani, Sao Paulo
(55) 11-5501-8933; beatriz_degani@standardandpoors.com

Secondary Credit Analyst: Daniel Araujo, Sao Paulo
(55) 11-5501-8939; daniel_araujo@standardandpoors.com


VARIG: Govt. Meets With Creditors to Analyze Rescue Offers
----------------------------------------------------------
Representatives from the Brazilian government met with the
creditors of Viacao Aerea Riograndense SA (Varig) Tuesday to
analyze proposals designed to save the ailing flagship airline.

The meeting, attended by Jose Alencar, Brazil's vice president
and defense minister, "was aimed at discovering whether a
recovery plan is technically sound, as well as finding a plan
that everyone believes will save the company," Labor Minister
Luiz Marinho said.

Three separate groups, including Varig's current management, the
airline's pilots union and local investor Nelson Tanure, have
made proposals to help the Company emerge from bankruptcy.

"We are analyzing each of these plans through the eyes of
creditors to see which is the most capable of saving Varig. What
is clear is the objective to find a way to save the company,"
Minister Marinho said.

Meanwhile, Marinho also revealed the government is preparing a
plan for Varig that could include a cash infusion from the
Brazilian National Development Bank (BNDES).

"What BNDES will analyze is the conditions of a loan and whether
there are guarantees that Varig can repay the loan," he added,
but stressed that any possible loan from BNDES has not yet been
defined.

Varig has struggled under the weight of a BRL7.7-billion (US$3.4
billion) debt load. The Company has said BRL4.5 billion of the
total was owed to the government as tax and social security
arrears.

Varig also is suffering from a lack of maintenance on its jet
fleet, which could result in almost half of the aircraft being
grounded soon.



===========================
C A Y M A N   I S L A N D S
===========================

BLUE PERFUME: Appoints Liquidators
----------------------------------
                       Blue Perfume Company
                    (In Voluntary Liquidation)
                     Companies Law (As Amended)

TAKE NOTICE THAT the following resolution was passed by the
Shareholders of the Company by written resolution dated
September 16, 2005:

"RESOLVED that the Company be voluntarily wound up and John
Cullinane and Derrie Boggess c/o Walkers SPV Limited, P.O. Box
908, George Town, Grand Cayman, Cayman Islands, be appointed as
Joint Liquidators to act for the purposes of such winding up."

NOTICE IS HEREBY GIVEN that the creditors of the Company which
is being wound up voluntarily are required within October 29,
which is 30 days of the publication of this notice, to send in
their names and addresses and the particulars of their debts and
claims and the names and addresses of their attorneys-at-law (if
any) to the undersigned. In default thereof, they will be
excluded from the benefit of any distribution made before such
debts are proved.

CONTACT: John Cullinane and Derrie Boggess
         Joint Voluntary Liquidators
         c/o Walkers SPV Limited, Walker House
         P.O. Box 908, George Town, Grand Cayman
         Telephone: (345) 914-6305
         

CAPTIVA FINANCE: David Dyer Named Liquidator
--------------------------------------------
              CAPTIVA FINANCE LTD.
          (In Voluntary Liquidation)
        The Companies Law (2004 Revision)

Take notice that the following special resolutions were passed
by the sole shareholder of the abovementioned company at an
extraordinary general meeting held on 31st December 2005:

"THAT the company be placed into voluntary liquidation
forthwith;" and

"THAT David Dyer be appointed liquidator, for the purposes
thereof."

Creditors of the company are to prove their debts or claims on
or before 17th November 2005, and to establish any title they
may have under the Companies Law (2004 Revision), or to be
excluded from the benefit of any distribution made before such
debts are proved or from objecting to the distribution.

CONTACT:  DAVID DYER, Voluntary Liquidator
          Deutsche Bank (Cayman) Limited
          P.O. Box 1984GT, George Town
          Grand Cayman


CSN CAYMAN II: Selects Otavio de Garcia Lazcano as Liquidator
-------------------------------------------------------------
                      CSN Cayman II LTD.
                  (In Voluntary Liquidation)
               The Companies Law (2004 Revision)

TAKE NOTICE THAT the following resolution was passed by the
shareholder of the Company by unanimous written resolution dated
August 26, 2005.

"RESOLVED that the Company be voluntarily wound up and Otavio de
Garcia Lazcano, be appointed as the Liquidator to act for the
purposes of such winding up."

NOTICE IS HEREBY GIVEN that the creditors of the Company which
is being wound up voluntarily are required within 30 days of
this notice, particularly on November 4, to send in their names
and addresses and the particulars of their debts and claims and
the names and addresses of their attorneys-at-law (if any) to
the undersigned. In default thereof, they will be excluded from
the benefit of any distribution made before such debts are
proved.

CONTACT: Mr. Otavio De Garcia Lazcano, Voluntary Liquidator
         Condominio Edificio Sao Luiz,
         Av. Juscelino Kubitschek, 1830,
         13 andar, Torre I, Itaim Bibi,
         Sao Paulo, SP, Brazil, 04543-900
         
         Ian Gobin
         Walkers, PO Box 265 GT
         Walker House, Mary Street
         George Town, Grand Cayman, Cayman Islands
         Telephone: (345) 814 4604
         Facsimile: (345) 949 7886


CSN ISLANDS: To Wind Up Voluntarily
-----------------------------------
                        CSN Islands Corp.
                   (In Voluntary Liquidation)
                The Companies Law (2004 Revision)

TAKE NOTICE THAT the following resolution was passed by the
shareholder of CSN Islands Corp. by unanimous written
resolution dated August 26, 2005.

"RESOLVED that the Company be voluntarily wound up and Otavio de
Garcia Lazcano, be appointed as the Liquidator to act for the
purposes of such winding up."

NOTICE IS HEREBY GIVEN that the creditors of CSN Islands Corp.
which is being wound up voluntarily are required on within 30
days of this notice, ending on November 4, to send in their
names and addresses and the particulars of their debts and
claims and the names and addresses of their attorneys-at-law (if
any) to the undersigned. In default thereof, they will be
excluded from the benefit of any distribution made before such
debts are proved.

CONTACT: MR. OtAvio de Garcia Lazcano, Voluntary Liquidator
         Condominio Edificio Sao Luiz,
         Av. Juscelino Kubitschek, 1830
         13o andar, Torre I, Itaim Bibi
         Sao Paulo, SP, Brazil, 04543-900

         Ian Gobin
         Walkers, PO Box 265 GT
         Walker House, Mary Street
         George Town, Grand Cayman, Cayman Islands
         Telephone: (345) 814 4604
         Facsimile: (345) 949 7886
         

DBB INVESTMENTS: Creditors Have Until Nov. 17 to Prove Claims
-------------------------------------------------------------
             DBB INVESTMENTS LIMITED
           (In Voluntary Liquidation)
        The Companies Law (2004 Revision)

Take notice that the following special resolutions were passed
by the sole shareholder of the abovementioned company at an
extraordinary general meeting held on 17th November 2005:

"THAT the company be placed into voluntary liquidation
forthwith;" and

"THAT David Dyer be appointed liquidator, for the purposes
thereof."

Creditors of the company are to prove their debts or claims on
or before 17th November 2005, and to establish any title they
may have under the Companies Law (2004 Revision), or to be
excluded from the benefit of any distribution made before such
debts are proved or from objecting to the distribution.

CONTACT:  DAVID DYER, Voluntary Liquidator
          Deutsche Bank (Cayman) Limited
          P.O. Box 1984GT, George Town, Grand Cayman


DS INTERNATIONAL: Shareholders Decide on Liquidation
----------------------------------------------------
             DS INTERNATIONAL, LTD.
           (In Voluntary Liquidation)
       The Companies Law (2003 Revision)

TAKE NOTICE that the following special resolutions were passed
by the shareholders of the above-mentioned company at an
extraordinary meeting held on 27th September 2005.

"THAT the company be placed into voluntary liquidation
forthwith;" and

"THAT CFS Liquidators Ltd., of Windward 1, Regatta Office Park,
West Bay Road, P.O. Box 31106 SMB, Grand Cayman, Cayman Islands,
be appointed liquidator(s), jointly and severally, for the
purposes thereof."

Creditors of the company are to prove their debts or claims on
or before 21st October 2005, and to establish any title they may
have under the Companies Law (2003 Revision), or to be excluded
from the benefit of any distribution made before the debts are
proved or from objecting to the distribution.

CONTACT:  CFS LIQUIDATORS LTD.
          For enquiries: Victor Murray
          c/o Windward 1, Regatta Office Park
          West Bay Road, P.O. Box 31106 SMB
          Grand Cayman, Cayman Islands
          Telephone: (345) 949 - 3977
          Facsimile: (345) 949 - 3877


FINIAL GROUP: Taps Ian Wight, Stuart Sybersma as Liquidators
------------------------------------------------------------
           FINIAL GROUP of COMPANIES LTD
            (In Voluntary Liquidation)
                 (The "Company")
        The Companies Law (2004 Revision)

Take notice that the following special resolutions were passed
by the shareholders of this Company on 21st September 2005.

- THAT the Company be placed into voluntary liquidation
forthwith; and

- THAT Ian Wight and Stuart Sybersma, of Deloitte, be appointed
liquidators, jointly and severally, for the purposes thereof.

Creditors of the Company are to prove their debts or claims on
or before 17th November 2005, and to establish any title they
may have under the Companies Law (2004 Revision), or to be
excluded from the benefit of any distribution made before the
debts are proved or from objecting to the distribution.

CONTACT:  STUART SYBERSMA, Joint Voluntary Liquidator
          For enquiries: Nicole Ebanks, Deloitte
          P.O. Box 1787 GT, Grand Cayman
          Cayman Islands
          Telephone: (345) 949 7500
          Facsimile: (345) 949 8258


FLICKA: To Start Winding Up Operations
--------------------------------------
                             FLICKA
                   (In Voluntary Liquidation)
                The Companies Law (2004 Revision)

TAKE NOTICE THAT the following resolution was passed by the
shareholder of the Company by unanimous written resolution dated
September 30, 2005.

"RESOLVED that the Company be voluntarily wound up and John P.
Rigas, be appointed as the Liquidator to act for the purposes of
such winding up."

NOTICE IS HEREBY GIVEN that the creditors of the above-named
Company, which is being wound up voluntarily, are required
within 30 days of this notice, particularly on November 4, to
send in their names and addresses and the particulars of their
debts and claims and the names and addresses of their attorneys-
at-law (if any) to the undersigned. In default thereof, they
will be excluded from the benefit of any distribution made
before such debts are proved.

CONTACT: Mr. John P. Rigas, Voluntary Liquidator
         Sciens Capital Management LLC
         667 Madison Avenue
         New York, NY 10021 USA

         Ian Gobin
         Walkers, PO Box 265 GT
         Walker House, Mary Street
         George Town, Grand Cayman, Cayman Islands
         Telephone: (345) 814 4604
         Facsimile: (345) 949 7886


GOSHAWK SECURITY: Resolves to Wind Up Voluntarily
-------------------------------------------------
                GOSHAWK SECURITY INSURANCE LIMITED
                    (In Voluntary Liquidation)
                 The Companies Law (2004 Revision)

TAKE NOTICE THAT the following special resolution was passed by
the shareholders of Goshawk Security Insurance Limited (the
"Company") by way of written resolution on September 22, 2005:

"RESOLVED THAT the Company be wound up voluntarily and that Mr.
James Owen, be appointed liquidator for the Company for the
purposes of the winding up."

NOTICE IS HEREBY GIVEN that creditors of the Company are
required to provide details of and prove their debts or claims
to the liquidator of the Company by November 17, 2005 and, in
default thereof, will be excluded from the benefit of any
distribution made before such debts or claims are proved or from
objecting to any distribution.

CONTACT: Mr. James Owen, Voluntary Liquidator
         c/o Willis Management (Cayman) Ltd.
         PO Box 30600 Seven Mile Beach
         Grand Pavilion Commercial Centre
         Grand Cayman, Cayman Islands
         Phone: 345 949 3039
         Fax: 345 949 6621


NAMAZU RE: to Ratify Conduct of Liquidation
-------------------------------------------
                          Namazu Re, LTD.
                    (In Voluntary Liquidation)

Pursuant to Section 145 of the Companies Law (2004 Revision),
the final meeting of the sole shareholder of the Company will be
held at the registered office of the Company on November 17,
2005 at 2:00 p.m.

Business:

1. To confirm, ratify and approve the conduct of the liquidation
by the liquidators, S.L.C. Whicker and G.T.L. Bullmore;

2. To approve the quantum of the liquidators' remuneration, that
being fixed by the time properly spent by the liquidators and
their staff;

3. To lay accounts before the meeting showing how the winding up
has been conducted and how the property of the Company has been
disposed of as at the date of the final meeting and to approve
such accounts; and

4. To authorise the liquidators to retain the records of the
Company and of the liquidators for a period of five years from
the dissolution of the Company, after which they may be
destroyed.

Proxies: Any person who is entitled to attend and vote at this
meeting may appoint a proxy to attend and vote in their stead. A
proxy need not be a member or creditor.

CONTACT: G.T.L. Bullmore, Joint Voluntary Liquidator
         P.O. Box 493 GT, Grand Cayman
         Cayman Islands
         Telephone: 345-949-4800
         Facsimile: 345-949-7164

         Caroline Cookson
         Telephone: 345-945-4331
         Facsimile: 345-949-7164


NSS ASSET: Shareholders Volunteer to Wind Up Company
----------------------------------------------------
         NSS ASSET FUNDING CORPORATION
             (The "Company")
           (In Voluntary Liquidation)
           Companies Law (As Amended)

TAKE NOTICE THAT the following resolution was passed by the
Shareholders of the Company by written resolution dated 16th
September 2005:

"RESOLVED that the Company be voluntarily wound up and John
Cullinane and Derrie Boggess c/o Walkers SPV Limited, P.O. Box
908, George Town, Grand Cayman, Cayman Islands, be appointed as
Joint Liquidators to act for the purposes of such winding up."

NOTICE IS HEREBY GIVEN that the creditors of the Company which
is being wound up voluntarily are required within 30 days of the
publication of this notice, to send in their names and addresses
and the particulars of their debts and claims and the names and
addresses of their attorneys-at-law (if any) to the undersigned.
In default thereof, they will be excluded from the benefit of
any distribution made before such debts are proved.

CONTACT:  JOHN CULLINANE and DERRIE BOGGESS
          Joint Voluntary Liquidators
          For enquiries: John Cullinane
          c/o Walkers SPV Limited
          Walker House, P.O. Box 908
          George Town, Grand Cayman
          Telephone: (345) 914-6305


QF ASSET FUNDING: Shareholders Volunteer to Wind Up Company
-----------------------------------------------------------
               QF ASSET FUNDING CORPORATION
                    (The "Company")
               (In Voluntary Liquidation)
                Companies Law (As Amended)

TAKE NOTICE THAT the following resolution was passed by the
Shareholders of the Company by written resolution dated 16th
September 2005:

"RESOLVED that the Company be voluntarily wound up and John
Cullinane and Derrie Boggess c/o Walkers SPV Limited, P.O. Box
908, George Town, Grand Cayman, Cayman Islands, be appointed as
Joint Liquidators to act for the purposes of such winding up."

NOTICE IS HEREBY GIVEN that the creditors of the Company which
is being wound up voluntarily are required within 30 days of the
publication of this notice, to send in their names and addresses
and the particulars of their debts and claims and the names and
addresses of their attorneys-at-law (if any) to the undersigned.
In default thereof, they will be excluded from the benefit of
any distribution made before such debts are proved.

Dated this 28th September 2005

CONTACT:  JOHN CULLINANE and DERRIE BOGGESS
          Joint Voluntary Liquidators
          For enquiries: John Cullinane
          c/o Walkers SPV Limited
          Walker House, P.O. Box 908
          George Town, Grand Cayman
          Telephone: (345) 914-6305


SBS ASSET FUNDING: Creditors to Prove Debt Claims Before Oct. 28
----------------------------------------------------------------
           SBS ASSET FUNDING CORPORATION
               (The "Company")
            (In Voluntary Liquidation)
            Companies Law (As Amended)

TAKE NOTICE THAT the following resolution was passed by the
Shareholders of the Company by written resolution dated 16th
September 2005:

"RESOLVED that the Company be voluntarily wound up and John
Cullinane and Derrie Boggess c/o Walkers SPV Limited, P.O. Box
908, George Town, Grand Cayman, Cayman Islands, be appointed as
Joint Liquidators to act for the purposes of such winding up."

NOTICE IS HEREBY GIVEN that the creditors of the Company which
is being wound up voluntarily are required within 30 days of the
publication of this notice, to send in their names and addresses
and the particulars of their debts and claims and the names and
addresses of their attorneys-at-law (if any) to the undersigned.
In default thereof, they will be excluded from the benefit of
any distribution made before such debts are proved.

Dated this 28th September 2005

CONTACT:  JOHN CULLINANE and DERRIE BOGGESS
          Joint Voluntary Liquidators
          For enquiries: John Cullinane
          Telephone: (345) 914-6305
          c/o Walkers SPV Limited
          Walker House, P.O. Box 908
          George Town, Grand Cayman


SEATTLE SLEW: Liquidator Selected for Liquidation
-------------------------------------------------
                          Seattle Slew
                   (In Voluntary Liquidation)
                The Companies Law (2004 Revision)

TAKE NOTICE THAT the following resolution was passed by the
shareholder of the Company by unanimous written resolution dated
September 30, 2005.

"RESOLVED that the Company be voluntarily wound up and John P.
Rigas, be appointed as the Liquidator to act for the purposes of
such winding up."

NOTICE IS HEREBY GIVEN that the creditors of the above-named
Company, which is being wound up voluntarily, are required
within 30 days of this notice, particularly on November 4, to
send in their names and addresses and the particulars of their
debts and claims and the names and addresses of their attorneys-
at-law (if any) to the undersigned. In default thereof, they
will be excluded from the benefit of any distribution made
before such debts are proved.

CONTACT: Mr. John P. Rigas, Voluntary Liquidator
         Sciens Capital Management LLC
         667 Madison Avenue, New York
         NY 10021 USA
         Ian Gobin
         Telephone: (345) 814 4604
         Facsimile: (345) 949 7886
         Address for service:
         Walkers, PO Box 265 GT
         Walker House, Mary Street
         George Town, Grand Cayman, Cayman Islands


SECRETARIAT: Winding Up Begins
------------------------------
                            SECRETARIAT
                     (In Voluntary Liquidation)
                 The Companies Law (2004 Revision)

TAKE NOTICE THAT the following resolution was passed by the
shareholder of the Company by unanimous written resolution dated
September 30, 2005.

"RESOLVED that the Company be voluntarily wound up and John P.
Rigas, be appointed as the Liquidator to act for the purposes of
such winding up."

NOTICE IS HEREBY GIVEN that the creditors of the above-named
Company, which is being wound up voluntarily, are required
within 30 days of this notice, particularly on November 4, to
send in their names and addresses and the particulars of their
debts and claims and the names and addresses of their attorneys-
at-law (if any) to the undersigned. In default thereof, they
will be excluded from the benefit of any distribution made
before such debts are proved.

CONTACT: Mr. John P. Rigas, Voluntary Liquidator
         Sciens Capital Management LLC
         667 Madison Avenue, New York
         NY 10021 USA

         Ian Gobin
         Walkers, PO Box 265 GT
         Walker House, Mary Street
         George Town, Grand Cayman, Cayman Islands
         Telephone: (345) 814 4604
         Facsimile: (345) 949 7886



===============
D O M I N I C A
===============

* DOMINICA: IMF Completes 5th Review of PRGF Arrangement
--------------------------------------------------------
The Executive Board of the International Monetary Fund (IMF) has
completed the fifth review of Dominica's performance under its
three-year Poverty Reduction and Growth Facility (PRGF)
arrangement. The Board also completed Dominica's financial
assurances review, which is required in accordance with the IMF
Guidelines on Conditionality to ensure adequate safeguards of
IMF resources, and approved a waiver for the non-observance of a
continuous performance criterion on nonaccumulation of external
payments arrears.

Additionally, the Executive Board approved a one-year extension
of Dominica's repayment expectations to the IMF in a total
amount equivalent to SDR 1.3 million (about US$1.8 million)
arising from December 22, 2005 through December 22, 2006. The
repayments will now fall due exactly one year after these dates.

As a result of the Executive Board's completion of the fifth
review, Dominica can draw an amount equivalent to SDR 1.2
million (about US$1.7 million) under the PRGF arrangement, which
will bring total disbursements to SDR 5.4 million (about US$7.7
million). The Executive Board approved Dominica's three-year
PRGF arrangement on December 29, 2003 (see Press Release No.
03/228) for an amount equivalent to SDR 7.7 million (about
US$11.1 million).

Following the Executive Board's discussion of Dominica on
October 14, Mr. Agustin Carstens, Deputy Managing Director and
Acting Chair, made the following statement:

"The Dominican economy has achieved a remarkable turnaround
since the low-point of 2001-02, and is now set to record the
second straight year of above average growth. The recovery is to
a large extent a reflection of the authorities' successful
implementation of their economic program and the resulting
restoration of confidence. Continued progress with the reform
agenda is essential to sustain the current momentum and address
remaining vulnerabilities in the economy.

"The clearest evidence of the success of Dominica's adjustment
program has been the marked strengthening of public finances. As
a result, the public debt burden has been set on a downward
course. Recent legislative changes will boost the efficiency of
tax collection and increase the transparency of public finances.

"Public debt is still high, however, and fiscal policy will need
to remain geared towards further debt reduction. The 2005/06
budget targets a primary surplus that appropriately balances the
need to reduce debt with the need to reinstate the 5 percent cut
in public wages introduced in the 2003/04 budget. Looking ahead,
it will be important to continue targeting fiscal surpluses
consistent with the objective of reducing debt to a more
manageable level, including by a focused effort on containing
the government's wage bill. Ideally, the aim should be to reduce
the debt-to-GDP ratio to at least 60 percent over the next
decade, which would provide an anchor for public expectations
and improve the credibility of fiscal policy.

"Finalizing the debt-restructuring process will also help
provide clarity to the debt issue. Dominica has made commendable
progress in reaching collaborative agreements with most
creditors, and continues to demonstrate good faith by depositing
payments to nonparticipating creditors into escrow accounts
under the restructured terms. It is a concern that agreements
with the remaining nonparticipating creditors have not yet
materialized. Although there appears to be progress in most
cases, the recent actions by one outstanding creditor is
unfortunate. As a result, continued efforts will be needed to
reach a collaborative agreement and hence to complete the debt
restructuring process in a timely fashion.

"A fundamental challenge going forward is to underpin the
current growth momentum with further progress on structural
reforms. Addressing remaining risks to public finances will be
critical, including those from the large unfunded liabilities of
the social security system. Removing bottlenecks that are
impeding private investment should also be a high priority. This
calls for reforming the electricity market to allow new
entrants, rationalizing the existing investment promotion
agencies, and modernizing the land registration process to
ensure comprehensive coverage. Indeed, over time, such reforms
to create a more enabling business environment are more likely
to stimulate private sector led growth than the current reliance
on tax incentives. Reducing financial sector vulnerabilities by
strengthening regulatory oversight will also be important for
maintaining macroeconomic stability.

"The Dominican authorities are seeking to bring all the
different elements of the reform agenda together in their
forthcoming Growth and Social Protection Strategy document. The
premise is that progress in lowering unemployment and reducing
poverty will depend critically on consolidating gains made in
macroeconomic stabilization and on fostering a more conducive
business environment. With the rebound in economic activity, the
government is in a good position to carry out an ambitious
reform agenda that will have a lasting impact on the economy.
The international community, in turn, should actively support
the authorities' efforts and objectives," Mr. Carstens said.

CONTACT: International Monetary Fund - IMF
         External Relations Department
         Public Affairs
         Phone: 202-623-7300
         Fax: 202-623-6278

         Media Relations
         Phone: 202-623-7100
         Fax: 202-623-6772



===================================
D O M I N I C A N   R E P U B L I C
===================================

* DOMINICAN REPUBLIC: IMF Completes Reviews Under SBA
-----------------------------------------------------
The Executive Board of the International Monetary Fund (IMF) has
completed the first and second reviews of a 28-month SDR 437.8
million (about US$ 631.7 million ) Stand-By Arrangement with the
Dominican Republic approved on January 31, 2005, and granted
waivers for the nonobservance of the continuous performance
criterion on the non-accumulation of new external payments
arrears and of seven structural performance criteria for the
period end-February 2005 to end-July 2005. The Executive Board
also granted a waiver of applicability for the end-September
2005 quantitative performance criterion on the balance of the
non-financial public sector. In addition, the Board completed a
review of the country's financing assurances.

Completion of the reviews will enable the Dominican Republic to
draw immediately up to an amount equivalent to SDR 96.32 million
about US$ 139.0 million).

Following the Board's discussion of the Dominican Republic on
October 17, Mr. Agustin Carstens, Deputy Managing Director and
Acting Chair made the following statement:

"The Dominican Republic authorities' strong macroeconomic
policies under the Fund-supported economic program have resulted
in a significant improvement in economic conditions, including
rapid economic growth, low inflation, and higher international
reserves. The fiscal balance has improved, creating the basis
for the achievement of the program's objectives for 2005. The
authorities should continue monitoring expenditure closely in
order to facilitate the transition to the more ambitious fiscal
objectives for 2006.

"Looking ahead, several challenges need to be addressed to
consolidate the progress made thus far. The timely passage of
the tax reform legislation is essential to maintain the revenue
base in light of the expected revenue losses following the
implementation of Dominican Republic-Central American Free Trade
Agreement and the elimination of the foreign-exchange commission
and the financial transactions tax. The tax reform will also
improve the equity and efficiency of the tax system. On the
expenditure side, the authorities will need to maintain strong
discipline by restraining public sector wages, limiting the
earmarking of revenue, and prioritizing investment spending.

"Subsidies to the electricity sector will need to be
substantially reduced. To address the weak performance of this
sector, the authorities have appointed private managers for
state-owned distributors, who will implement much-needed reforms
to increase the cash recovery indices of distributors and
rationalize staffing levels.

"The central bank has been successful in quickly bringing down
inflation and restoring the credibility of monetary policy. The
central bank needs to continue improving monetary policy
management and communication.

"The authorities have made significant progress in restructuring
the external debt with minimum disruption to market
relationships. Their market-friendly approach in conducting the
successful debt exchange and in discussing debt restructuring
with private creditors will help promote renewed access to
international capital markets.

"In the structural area, challenges for 2006 include the
introduction of reforms to address a wide range of governance
and transparency weaknesses in the fiscal, monetary and banking
sectors. Approval of proposed legislation to overhaul public
sector financial management procedures and centralize fiscal
functions in one cabinet post will be key to address
institutional weaknesses that presently hinder the planning and
execution of fiscal policy. Plans to strengthen the central bank
will improve its ability to conduct an independent monetary
policy aimed at keeping inflation low. Progress already achieved
in the banking regulatory framework will need to be complemented
by further strengthening bank supervision. Implementation of
consolidated accounting and supervision will be key to ensure
adequate capitalization levels in the banking sector," Mr.
Carstens said.



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

BALLY TOTAL: Directors Adopt Short-Term Stockholder Rights Plan
---------------------------------------------------------------
Bally Total Fitness Holding Corporation, (NYSE: BFT), announced
Tuesday that its independent Directors have implemented a
Stockholder Rights Plan designed to preserve the rights of all
shareholders and to ensure investors realize the long-term value
of their investment in Bally. The Board has been discussing the
Rights Plan with its advisors for some time and approved its
adoption subject to obtaining consent from the Company's
lenders, which has now been obtained. The Rights Plan is being
adopted in light of the significant accumulations of shares in
recent months, and is not a response to any proposed takeover or
other transaction. The adoption of the Rights Plan will not
foreclose a fair acquisition bid for Bally Total Fitness or any
other capital transaction, nor will it preclude any
shareholder's ability to nominate directors.

Under the Company's Stockholder Rights Policy, the Rights Plan
will expire if it is not approved by shareholders prior to July
15, 2006, although it can be redeemed or terminated sooner by
the Company. In the interim, this plan is intended to prevent an
outside party from attempting to acquire the Company or its
equity at prices that may not reflect Bally's true long-term
value.

The Board of Directors believes the Rights Plan will help create
a level playing field, allowing all investors to make informed
decisions based on greater visibility into the Company's
operational and financial performance. The Rights Plan provides
prudent protection and is particularly important at this time
because Bally's financial statements for the first nine months
of 2005, the year ended December 31, 2004 and for the prior
years that are being restated, have not yet been issued. The
Board of Directors believes shareholders should have and review
such financial information before evaluating proposals from the
Company or third parties.

Details of the Rights Plan

In connection with the Rights Plan, the Bally Board of Directors
declared a dividend of one Preferred Share Purchase Right for
each outstanding share of Bally common stock. The Rights
distribution will be payable to shareholders of record on
October 31, 2005. The Rights distribution is not taxable to
shareholders. After a triggering event, including a person or
group acquiring 15% or more of Bally's common stock, the Rights
provide shareholders (excluding the acquiring person) the
ability to purchase one one-thousandth of a share of newly
created Series B Junior Participating Preferred Stock of Bally
at an exercise price of $13. The Bally Board will be entitled to
redeem the Rights at $0.001 per Right at any time before a
person has acquired 15% or more of the outstanding common stock.

Should a person or group acquire more than 15% of the Company's
common stock, each Right will entitle its holder to purchase, at
the Right's then-current exercise price and in lieu of receiving
shares of preferred stock, a number of common shares of Bally
having a market value at that time of twice the Right's exercise
price. In the same regard, the Rights of the acquiring person or
group will become void and will not be exercisable. If Bally is
acquired in a merger or other business combination transaction
not approved by the Board of Directors, each Right will entitle
its holder to purchase, at the Right's then-current exercise
price and in lieu of receiving shares of preferred stock, a
number of the acquiring company's common shares having a market
value at that time of twice the Right's exercise price.

The Rights Plan will terminate on July 15, 2006 unless the
issuance of the Rights is ratified by Company shareholders prior
to that time. The Board of Directors presently intends to submit
the Rights Plan to shareholders for ratification prior to July
15, 2006, unless previously redeemed, exchanged or otherwise
terminated. If the shareholders ratify the Rights at that
meeting, the expiration date will be October 18, 2015, subject
to shareholder ratification every subsequent two years no later
than July 31st of the applicable year beginning 2008. In 2004,
in connection with redeeming its 1996 rights plan, Bally agreed
with shareholders to adopt a Rights Policy giving it the ability
to implement a new Rights Plan without prior shareholder
approval if the Independent Directors on the Board determine the
delay attendant to prior shareholder approval of the Rights Plan
is not in the best interests of the Company's shareholders and
the Rights Plan is submitted to a vote of shareholders on the
later of its next annual meeting date or 270 days after
adoption.

Bally Total Fitness is the largest and only nationwide
commercial operator of fitness centers in the U.S., with
approximately four million members and nearly 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 Holding Corporation
         Investors:
         Janine Warell
         Phone: 773-864-6897

         Media
         Matt Messinger
         Phone: 773-864-6850
      
         URL: www.ballyfitness.com
  
                  or

         MWW Group
         Public Relations
         Carreen Winters
         Phone: 201-507-9500


BALLY TOTAL: Begins Consent Solicitation of Holders
---------------------------------------------------
Bally Total Fitness Holding Corporation, a Delaware corporation
(the "Registrant") commenced Tuesday a consent solicitation of
those holders of its 9 7/8% Senior Subordinated Notes due 2007
(the "Notes") who were not party to the Consent Agreements,
dated August 24, 2005, pursuant to which the Registrant obtained
a waiver extension under the Indenture governing the Notes. The
consent solicitation is being conducted in accordance with such
Consent Agreements in order to offer all other holders of Notes
the opportunity to consent to the waiver extension and receive
the same consideration paid to holders who were party to the
Consent Agreements.

On the same day the Board of Directors of Bally Total Fitness
Holding Corporation adopted a Stockholder Rights Plan.

In connection with the Rights Plan, the Board of Bally declared
a dividend of one preferred share purchase right (the "Rights")
for each outstanding share of common stock, par value $0.01 per
share (the "Common Shares"), of Bally outstanding at the close
of business on October 31, 2005 (the "Record Date"). Each Right
will entitle the registered holder thereof, after the Rights
become exercisable and until the Final Expiration Date (as
defined below) (or the earlier redemption, exchange or
termination of the Rights), to purchase from Bally one one-
thousandth (1/1000th) of a share of Series B Junior
Participating Preferred Stock, par value $0.01 per share (the
"Preferred Shares"), at a price of $13.00 per one one-thousandth
(1/1000th) of a Preferred Share, subject to certain anti-
dilution adjustments (the "Purchase Price"). Until the earlier
to occur of (i) ten (10) days following a public announcement
that a person or group of affiliated or associated persons has
acquired, or obtained the right to acquire, beneficial ownership
of 15% or more of the Common Shares (an "Acquiring Person") or
(ii) ten (10) business days (or such later date as may be
determined by action of the Board of Directors prior to such
time as any person or group of affiliated persons becomes an
Acquiring Person) following the commencement or announcement of
an intention to make a tender offer or exchange offer the
consummation of which would result in the beneficial ownership
by a person or group of 15% or more of the Common Shares (the
earlier of (i) and (ii) being called the "Distribution Date"),
the Rights will be evidenced, with respect to any of the Common
Share certificates outstanding as of the Record Date, by such
Common Share certificate. The Rights will be transferred with
and only with the Common Shares until the Distribution Date or
earlier redemption or expiration of the Rights. As soon as
practicable following the Distribution Date, separate
certificates evidencing the Rights ("Right Certificates") will
be mailed to holders of record of the Common Shares as of the
close of business on the Distribution Date and such separate
Right Certificates alone will evidence the Rights. The Rights
will at no time have any voting rights.

Each Preferred Share purchasable upon exercise of the Rights
will be entitled, when, as and if declared, to a minimum
preferential quarterly dividend payment of 1,000 times the
dividend, if any, declared per Common Share. In the event of
liquidation, dissolution or winding up of Bally, the holders of
the Preferred Shares will be entitled to a preferential
liquidation payment of $1,000 per share plus any accrued but
unpaid dividends but will be entitled to an aggregate payment of
1,000 times the payment made per Common Share. Each Preferred
Share will have 1,000 votes and will vote together with the
Common Shares. Finally, in the event of any merger,
consolidation or other transaction in which Common Shares are
exchanged, each Preferred Share will be entitled to receive
1,000 times the amount received per Common Share. Preferred
Shares will not be redeemable. These rights are protected by
customary anti-dilution provisions. Because of the nature of the
Preferred Share's dividend, liquidation and voting rights, the
value of one one-thousandth of a Preferred Share purchasable
upon exercise of each Right should approximate the value of one
Common Share.
     
In the event that a Person becomes an Acquiring Person or if
Bally were the surviving corporation in a merger with an
Acquiring Person or any affiliate or associate of an Acquiring
Person and the Common Shares were not changed or exchanged, each
holder of a Right, other than Rights that are or were acquired
or beneficially owned by the Acquiring Person (which Rights will
thereafter be void), will thereafter have the right to receive
upon exercise, and in lieu of receiving Preferred Shares, that
number of Common Shares having a market value of two times the
then current Purchase Price of one Right. In the event that,
after a person has become an Acquiring Person, Bally were
acquired in a merger or other business combination transaction
or more than 50% of its assets or earning power were sold,
proper provision shall be made so that each holder of a Right
shall thereafter have the right to receive, upon the exercise
thereof at the then current Purchase Price of the Right, and in
lieu of receiving Preferred Shares, that number of shares of
common stock of the acquiring company which at the time of such
transaction would have a market value of two times the then
current Purchase Price of one Right.
     
At any time after a Person becomes an Acquiring Person and prior
to the earlier of one of the events described in the last
sentence in the previous paragraph or the acquisition by such
Acquiring Person of 50% or more of the then outstanding Common
Shares, the Board may cause Bally to exchange the Rights (other
than Rights owned by an Acquiring Person which have become
void), in whole or in part, for Common Shares at an exchange
rate of one Common Share per Right (subject to adjustment).
     
The Rights may be redeemed in whole, but not in part, at a price
of $0.001 per Right (the "Redemption Price") by the Board at any
time prior to the time that an Acquiring Person has become such.
The redemption of the Rights may be made effective at such time,
on such basis and with such conditions as the Board in its sole
discretion may establish. Immediately upon any redemption of the
Rights, the right to exercise the Rights will terminate and the
only right of the holders of Rights will be to receive the
Redemption Price.
     
The Rights expire on July 15, 2006 unless the Rights are
previously redeemed, exchanged or terminated or unless the
continuation of the Rights is previously approved by the
stockholders of the Company by a vote of the majority of the
shares present and entitled to vote at a stockholders meeting
prior to July 15, 2006 (the "First Meeting"). If the
stockholders approve the continuation of Rights at the First
Meeting, the Final Expiration Date will be October 18, 2015,
subject to stockholder ratification of the Rights Plan by a vote
of the majority of shares present and entitled to vote at a
stockholders meeting to be held every subsequent two years no
later than July 31st of the applicable year beginning in 2008.
In 2004, the Company agreed with stockholders to adopt a Rights
Policy giving it the ability to implement a Rights Plan without
prior stockholder approval if the Independent Directors on the
Board determined the delay attendant to prior stockholder
approval of the Rights Plan was not in the best interests of the
Company's stockholders and if it submitted the Rights Plan to a
vote of stockholders on the later of its next annual meeting
date or 270 days after adoption.
     
The Purchase Price payable, and the number of one one-
thousandths of a Preferred Share or other securities or property
issuable, upon exercise of the Rights are subject to adjustment
from time to time to prevent dilution (i) in the event of a
stock dividend on, or a subdivision, combination or
reclassification of, the Preferred Shares, (ii) upon the grant
to holders of the Preferred Shares of certain rights or warrants
to subscribe for or purchase Preferred Shares or convertible
securities at less than the current market price of the
Preferred Shares or (iii) upon the distribution to holders of
the Preferred Shares of evidences of indebtedness, cash,
securities or assets (excluding regular periodic cash dividends
at a rate not in excess of 125% of the rate of the last regular
periodic cash dividend theretofore paid or, in case regular
periodic cash dividends have not theretofore been paid, at a
rate not in excess of 50% of the average net income per share of
Bally for the four quarters ended immediately prior to the
payment of such dividend, or dividends payable in Preferred
Shares (which dividends will be subject to the adjustment
described in clause (i) above)) or of subscription rights or
warrants (other than those referred to above).

Until a Right is exercised, the holder thereof, as such, will
have no rights as a stockholder of Bally beyond those as an
existing stockholder, including, without limitation, the right
to vote or to receive dividends.
     
Any of the provisions of the Rights Agreement dated as of
October 18, 2005 between LaSalle National Bank (the "Rights
Agent") and Bally (the "Rights Agreement") may be amended by the
Board of Directors of Bally for so long as the Rights are then
redeemable, and after the Rights are no longer redeemable, Bally
may amend or supplement the Rights Agreement in any manner that
does not adversely affect the interests of the holder of the
Rights.
     
One Right will be distributed to stockholders of Bally for each
Common Share owned of record by them on the Record Date. As long
as the Rights are attached to the Common Shares, Bally will
issue one Right with each new Common Share so that all such
shares will have attached Rights. The Company has agreed that,
from and after the Distribution Date, Bally will initially
reserve 100,000 Preferred Shares for issuance upon exercise of
the Rights.
     
The Rights Plan is designed to preserve the rights of all
stockholders and to ensure investors realize the long-term value
of their investment in the Company. The Board has been
discussing the Rights Plan with its advisors for some time and
approved its adoption subject to obtaining consent from the
Company's lenders, which has now been obtained. The Rights Plan
has been adopted in light of the significant accumulations of
the Company's Common Shares in recent months and is not a
response to any proposed takeover or other transaction. The
adoption of the Rights Plan will not foreclose a fair
acquisition bid for the Company or any other capital
transaction, nor will it preclude any stockholder's ability to
nominate directors. The Rights Plan is intended to prevent an
outside party from attempting to acquire the Company or its
equity at prices that do not reflect the Company's true long-
term value.
     
The Board believes the Rights Plan will help create a level
playing field, allowing all investors to make informed decisions
based on greater visibility into the Company's operational and
financial performance. The Rights Plan provides prudent
protection and is particularly important at this time because
the Company's financial statements for the first nine months of
2005, the year ended December 31, 2004 and for the prior years
that are being restated, have not yet been issued. The Board
believes stockholders should have and review such financial
information before evaluating proposals from the Company or
third parties.
     
On Tuesday, a Certificate of Designations (the "Certificate of
Designations") setting forth the terms of the Preferred Shares
was filed with the Delaware Secretary of State.

CONTACT: Bally Total Fitness, Chicago
         Matt Messinger
         Phone: 773-864-6850
         URL: www.ballyfitness.com


GRUPO ELEKTRA: EBITDA Up 36% at Ps.1,319 Million in 3Q05
--------------------------------------------------------
Grupo Elektra S.A. de C.V. (BMV: ELEKTRA) (Latibex: XEKT), Latin
America's leading specialty retailer, consumer finance and
banking and financial services company, reported Tuesday its
financial results for the third quarter of 2005.

"The Increase in consolidated revenues was remarkable during the
quarter because of the solid expansion strategy in all of our
business units, and the orientation to satisfy the needs of our
clients," said Javier Sarro, CEO of Grupo Elektra. "The
expansion was consistent with an outstanding EBITDA growth,
which translated into better margins and contributed to a solid
growth in net income."

"Banco Azteca showed a dynamic performance in deposits, credit
granted, revenues and profitability," said Carlos Septien, Banco
Azteca's CEO. "As part of our growth strategy during the
quarter, we promoted Tarjeta Azteca, our newly launched product,
which constitutes a solid platform for future expansion, and
further enhances the relationship with our clients."

                   Financial Division

                      Banco Azteca

For 3Q05, Banco Azteca reported net income of Ps.137 million,
61% higher than the net income of Ps.85 million for 3Q04.

As of September 30, 2005, the estimated capitalization index of
Banco Azteca was 11.3%, higher than the index of 10.9% at the
end of 3Q04. The capitalization index exceeds the 8.0% minimum
required by Mexican regulators.

                  Gross Credit Portfolio

The gross credit portfolio of Banco Azteca Mexico and Panama was
Ps.14,293 million, 48% higher than the Ps.9,629 million reported
at the end of 3Q04. The average term of the credit portfolio at
the end of 3Q05 was 54 weeks, from 51 weeks of the previous
year. At the end of 3Q05, we had a total of 4.6 million active
accounts, representing a 27% increase from 3Q04.

            Savings Accounts and Term Deposits

Net deposits were Ps.24,115 million at the end of 3Q05, 54%
higher than the Ps.15,694 million of the previous year. The
total number of accounts rose to 7.5 million, compared with 4.9
million one year ago.

                        Afore Azteca

For 3Q05, Afore Azteca reported net income of Ps.23 million, 28%
higher than Ps.18 million of the previous year. As of September
30, 2005, Siefore Azteca reached Ps.4,393 million in net assets
under management and yielded a 6.59% return.

                       Seguros Azteca

Seguros Azteca reported net income of Ps.37 million from net
income of Ps.7 million in 3Q04.

                     Commercial Division

Revenues of the commercial division were Ps.4,439 million, up 1%
from the Ps.4,394 million of 3Q04.

The gross margin grew 300 basis points to 34%, which derived
from a 12% growth in gross income, primarily due to better
negotiations with suppliers.

                  Total Debt and Net Debt

As of September 30, 2005 the commercial division's total debt
with cost was Ps.3,607 million, 9% lower compared with Ps.3,924
million reported one year ago. The net debt of the commercial
division registered a negative balance of Ps.1,536 million,
compared with a positive balance of Ps.631 million as of
September 30, 2004.

             Consolidated Financial Results

                 Consolidated Revenues

Total consolidated revenues were Ps.7,571 million in 3Q05, 21%
higher than the Ps.6,261 million reported in 3Q04.

                         EBITDA

Consolidated EBITDA reached Ps.1,319 million, a 36% rise from
Ps.972 million in 3Q04, due to the fact that the increased
revenue more than compensated the growth in costs and expenses
during the quarter. Consolidated EBITDA margin grew 190 basis
points to 17.4% from 15.5%.

                EBITDA & Operating Profit

Millions of Pesos of constant purchasing power as of September
30, 2005.
                          Change                  Change
            3Q04   3Q05     $     % 9M04   9M05     $     %
EBITDA       972   1319   347   36% 2842   3525   684   24%
Operating
  Profit     689    969   280   41% 2057   2539   481   23%

                    Operating Expenses

During the quarter, operating expenses were Ps.2,388 million,
31% higher when compared with Ps.1,825 million in the same
period a year ago. The increase was due to the hiring and
training of new employees, the development of the "door-to-door"
company sales program, more operations from 58 net new stores
and 75 financial services stores, as well as higher advertising
expenses from the launch of new business units.

            Comprehensive Cost of Financing (CIF)

The Comprehensive Cost of Financing of the commercial division
in 3Q05 registered a positive amount of Ps.7 million, compared
with a cost of Ps.16 million in 3Q04. The difference in the CIF
is explained by:

      - An increase in monetary gain of Ps.17 million.
      - An increase of Ps.165 million in interest income.
        that was partially compensated by:
      - An increase of Ps.42 million in interest expenses, due  
        to higher interest rates for the quarter.
      - A decrease in the exchange gain of Ps.6 million.
      - A decrease of Ps.112 million in equity swaps operations.
        (Bulletin C-10 Implementation)

                     Operating Profit

During the quarter, operating income increased 41%, despite a
24% growth in depreciation and amortization. The rise in
depreciation and amortization results from increased fixed
assets in both the commercial and financial divisions.

                         Net Income

The solid increase in EBITDA together with a positive result of
the CIF translated into net income of Ps.821 million in 3Q05,
41% higher than Ps.582 million in 3Q04.

                            Capex

Capital expenditures in the 3Q05 were Ps.696 million, primarily
due to the company's expansion (58 net new stores and 75 bank
branches) and the purchase of communications equipment.

                Cash and Cash Equivalents

As of September 30, 2005, total cash and cash equivalents were
Ps.20,308 million, 69% higher than Ps.12,025 million in 3Q04.
The increase is composed of a 56% growth in the cash balance of
the commercial division, to Ps.5,143 million, and a 73% increase
in the cash balance of the financial division to Ps.15,169
million, in line with the rise in customer deposits.

            Consolidated Gross Loan Portfolio

Total consolidated gross loan portfolio of Banco Azteca Mexico,
Banco Azteca Panama, and Elektrafin Latinoamerica as of
September 30, 2005 was Ps.15,006 million, 49% higher than
Ps.10,084 million in 3Q04. The collection rate for the credit
portfolio was 95%.

                      Consolidated Equity

Consolidated equity was Ps.8,819 million at the end of 3Q05, 15%
higher than Ps.7,678 million of the previous year.

                     Company Profile

Grupo Elektra is Latin America's leading specialty retailer,
consumer finance and banking services company. Grupo Elektra
sells retail goods and services through its Elektra, Salinas y
Rocha, Bodega de Remates and Elektricity stores and over the
Internet. The Group operates more than 1,000 stores in Mexico,
Guatemala, Honduras and Peru.  Grupo Elektra also sells and
markets its consumer finance, banking, and financial products
and services through approximately 1,400 Banco Azteca branches
located within its stores, as a stand-alone, and in other
channels in Mexico and Panama. Banking and financial services
include loans, electronic money transfer services, extended
warranties, demand deposits, pension-fund management, insurance,
and credit information services.

To see financial statements:
http://bankrupt.com/misc/Grupo_Elektra.txt


TV AZTECA: Posts EBITDA of Ps.879M in 3Q05
------------------------------------------
TV Azteca, S.A. de C.V. (NYSE: TZA - News; BMV: TVAZTCA)
(Latibex: XTZA), one of the two largest producers of Spanish-
language television programming in the world, announced Tuesday
an 8% reduction in net sales during the quarter to Ps.2,100
million (US$194 million), and a 10% decrease in EBITDA to Ps.879
million (US$81 million). EBITDA margin was 42%.

"The absence of extraordinary revenue derived from the 2004
Summer Olympic Games was significant this quarter, representing
almost 12% of net revenues a year ago," said Mario San Roman,
Chief Executive Officer of TV Azteca. "In addition, there were
costs related to an acceleration of payments for the Mexican
Soccer League exhibition rights and initiatives to enhance
future revenue generation at Azteca America, which had a short-
term effect on the company's EBITDA."

"From a perspective in which extraordinary events have a lesser
relative impact, revenue and EBITDA for the first nine months of
2005 show greater stability. We anticipate that for the full
year, such relative impact becomes even less relevant, as we
foresee better results for the fourth quarter," added Mr. San
Roman.

Third Quarter Results

Net sales decreased 8% to Ps.2,100 million (US$194 million),
down from Ps.2,294 million (US$211 million) for the same quarter
of 2004. Total costs and expenses declined 7% to Ps.1,221
million (US$113 million), from Ps.1,313 million (US$121 million)
for the same period of last year. As a result, the company
reported EBITDA of Ps.879 million (US$81 million), compared with
Ps.981 million (US$90 million) in the third quarter of 2004. Net
income was Ps.404 million (US$37 million), compared with net
income of Ps.423 million (US$39 million) for the same period of
2004.

On a pro forma basis, excluding Ps.264 million (US$24 million)
of revenue and Ps.147 million (US$14 million) of costs recorded
during the quarter in connection with the transmission of the
2004 Summer Olympic Games, net sales increased 3% and EBITDA 2%.

Net Sales

"Despite effective programming and sales strategies,
extraordinary revenue in 2004 was particularly large and was
difficult to match during the quarter. Nevertheless, core growth
when discounting extraordinary sales sustained its positive
trend, and continues to generate larger expectations for the
rest of the year," added Mr. San Roman.

Third quarter net revenue includes sales from Azteca America --
the company's wholly owned broadcasting network -- focused on
the U.S. Hispanic market of Ps.116 million (US$11 million), 19%
higher than Ps.98 million (US$9 million) for the same period a
year ago. Azteca America revenue is composed of Ps.63 million
(US$6 million) in sales from the Los Angeles station KAZA-TV,
and Ps.53 million (US$5 million) from network sales.

TV Azteca also reported sales of programming to other countries
of Ps.11 million (US$1 million), compared with Ps.24 million
(US$2 million) for the third quarter of 2004. This quarter's
programming exports were primarily driven by the company's
novelas "La Otra Mitad del Sol," sold in Latin American markets,
as well as "La Hija del Jardinero," sold primarily in European
markets and in Africa.

During the quarter, TV Azteca did not register advertising and
content sales of Azteca Web, a company through which TV Azteca
controls 100% of the Grupo Todito site network. In the third
quarter 2004, content and advertising sales to Todito.com were
Ps.51 million (US$5 million).

As was previously announced, the first quarter of 2005 marked
the end of a five-year service contract through which TV Azteca
acquired 50% of Todito.com. During the second quarter, TV
Azteca's Board approved a new agreement that divided Grupo
Todito into two independent companies, which resulted in TV
Azteca controlling 100% of the Grupo Todito site network, named
Azteca Web. TV Azteca is in the process of legally constituting
the division to consolidate Azteca Web results in the future.
The company considers third quarter results for Azteca Web to
not be material.

Barter sales were Ps.65 million (US$6 million), compared with
Ps.105 million (US$10 million) in the same period of last year.
Inflation adjustment of advertising advances was Ps.53 million
(US$5 million), compared to Ps.94 million (US$9 million) for the
third quarter of 2004.

Costs and Expenses

The 7% decline in costs and expenses was the result of the
combined reduction of 8% in programming, production and
transmission costs to Ps.934 million (US$86 million), from
Ps.1,016 million (US$94 million) in the prior year, and a 3%
decrease in administration and selling expense to Ps.287 million
(US$26 million), from Ps.297 million (US$27 million) in the same
quarter a year ago.

"The reduction in costs was lower than the cost that the 2004
Summer Olympic Games represented a year ago, primarily due to
extraordinary amortizations from anticipated Mexican Soccer
League games, and from production initiatives for the U.S.
Hispanic market," said Carlos Hesles, Chief Financial Officer of
TV Azteca. "We anticipate that the larger outlays will translate
into future rewards coming from soccer related savings in the
following quarter, and a better platform to attract larger
audiences and clients at Azteca America."

The 3% reduction in administration and selling expense reflects
reduced operating, services and travel expenses in the quarter.
"The ongoing efforts to control expenses have translated into
significant savings in every expense line, and we will not cease
to search for additional sources to keep outlays under control,"
added Mr. Hesles.

EBITDA and Net Income

The 8% decrease in third quarter net sales, combined with a 7%
reduction in costs and expenses, resulted in EBITDA of Ps.879
million (US$81 million), compared with Ps.981 million (US$90
million) a year ago. The EBITDA margin was 42% compared with 43%
in the same period of 2004.

Below EBITDA, the company recorded depreciation and amortization
of Ps.107 million (US$10 million) from Ps.100 million (US$9
million) a year ago, primarily reflecting a Ps.6 million (US$1
million) increase in depreciation due to growth in the balance
of fixed assets at the end of the quarter.

The company recorded other expenses of Ps.98 million (US$9
million), compared with Ps.212 million (US$20 million) a year
ago. Other expenses for the quarter were primarily comprised of
charitable donations of Ps.46 million (US$4 million), legal fees
of Ps.43 million (US$4 million), pre-operating expenses of
Azteca America of Ps.9 million (US$1 million), and other items
of Ps.14 million (US$1 million). There was also revenue from the
recognition of 50% of the results of Todito.com and of Monarcas
-- TV Azteca's soccer team -- of Ps.14 million (US$1 million).

Net comprehensive financing cost during the quarter was Ps.225
million (US$21 million), compared to Ps.231 million (US$21
million) a year ago. There was a Ps.1 9 million (U$2 million)
gain in monetary position, compared to a Ps.28 million (US$3
million) loss in the same quarter a year ago. The gain in
monetary position during the period reflects a net liability
monetary position this quarter. Additionally, other financial
expenses decreased Ps.16 million (US$1 million), reflecting
commissions from new credit lines a year ago. Decreases in
comprehensive financing cost were partially compensated by a
Ps.41 million (US$4 million) increase in interest expense,
primarily resulting from a higher level of debt with cost during
the quarter. Interest income decreased Ps.14 million (U$1
million) due to a reduction in the company's cash balance.

The provision for income tax was Ps.45 million (US$4 million),
compared to Ps.15 million (US$1 million) in the same period of
the prior year, reflecting decreases in deferred taxes in the
third quarter of 2004.

Third quarter's net income was Ps.404 million (US$37 million),
compared to Ps.423 million (US$39 million) for the same period
of 2004.

Uses of Cash

As was previously announced, TV Azteca's Annual Ordinary
Shareholders' Meeting held on April 29 approved distributions
for an aggregate amount of approximately US$80 million to be
paid during 2005, under the company's cash- usage plan. US$59
million were paid on June 9, and another payment of
approximately US$21 million is scheduled to be made December 1.

The distributions under the cash plan made to date represent an
aggregate amount of US$384 million, equivalent to a 22% yield on
the October 14, 2005, CPO closing price. Prior distributions
include: US$125 million on June 30, 2003; US$15 million on
December 5, 2003; US$33 million on May 13, 2004; US$22 million
on November 11, 2004; and US$130 million on December 14, 2004.
Distributions to shareholders have implied a reduction in the
company's stockholders' equity.

As part of the cash usage plan, TV Azteca also expects to make
significant debt reductions during the fourth quarter of 2005.

As has been detailed, the company's plan for uses of cash
entails distributions of more than US$500 million and reductions
in TV Azteca's debt by approximately US$250 million within a
six-year period that started in 2003.

Debt Outstanding

As of September 30, 2005, the company's total outstanding debt
was Ps.7,034 million (US$649 million). TV Azteca's cash balance
was Ps.850 million (US$78 million), resulting in net debt of
Ps.6,184 million (US$570 million). The total debt to last twelve
months (LTM) EBITDA ratio was 1.9 times, and the net debt to
EBITDA was 1.7 times. LTM EBITDA to net interest expense ratio
was 5 times.

Excluding -- for analytical purposes -- Ps.1,299 million (US$120
million) debt due in 2069, total debt was Ps.5,735 million
(US$529 million), and the total debt to EBITDA ratio was 1.6
times.

Selling of CPOs Underlying ADRs Concluded

As was previously announced, The Bank of New York (BoNY)
concluded the sale -- in the Mexican Stock Market (BMV) -- of TV
Azteca's Certificados de Participacion Ordinaria (CPOs)
underlying American Depositary Receipts (ADRs) that were not
surrendered by holders within the predetermined timeframe, in
the process of termination of the ADR program the company had in
the United States, trading on the New York Stock Exchange
(NYSE).

ADR holders had a 60-day period -- from July 18, 2005, to
September 16, 2005 -- to exchange their ADRs for CPOs traded on
the BMV. On September 19, 2005, BoNY commenced the sale of the
CPOs underlying the ADRs that were not surrendered. The sale of
such CPOs by BoNY has concluded, and there are no remaining CPOs
underlying ADRs that were not surrendered within the 60-day
period.

TV Azteca is no longer listed on the NYSE. Trading of TV Azteca
CPOs on the BMV, and Negotiating Units in the Spanish securities
market Latibex remain.

The company previously announced that at an Extraordinary
Shareholders' Meeting held on June 1, 2005, that 99.85% of TV
Azteca's shareholders approved the termination of the ADR
program, after an analysis and discussion of the costs and
benefits of continuing being listed on a U.S. national
securities exchange.

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

CONTACT: TV Azteca, S.A. De C.V.
         Investor Relations:
         Bruno Rangel                        
         Phone: 011 52 (55) 1720 0041
         E-mail: jrangelk@tvazteca.com.mx            
                 rvillarreal@gruposalinas.com.mx

         Rolando Villarreal
         Phone: 011 52 (55) 1720 9167          

         Press Relations
         Tristan Canales                 
         Phone: 011 52 (55) 1720 1441          
         E-mail: tcanales@gruposalinas.com.mx    
         Daniel McCosh
         Phone: 011 52 (55) 1720 0059



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

ACEPAR: Dismisses Reports of Impending Strike
---------------------------------------------
Steelmaker Acepar refuted reports suggesting that its workers
union is planning to go on strike today, October 20, reports
Business News Americas.

"Officially the union has not expressed this to the company. We
have meetings and negotiations pending between workers, the
company and the labor ministry," Acepar Industrial Manager Juan
Ramon Martinez said.

Local press suggested that Acepar workers are seeking to discuss
wage categories at a meeting allegedly scheduled for October 19.
If the meeting fails to produce results, the workers will go on
strike the next day.

"We don't know what this decision to strike would be based on
and expect that when we meet, they [workers] will clearly submit
their complaints," Mr. Martinez said, emphasizing that the next
meeting is scheduled for October 24 or 25.

He also stressed that the collective contract signed with the
union contains a clause that says it cannot strike while
negotiations are underway.

"We know workers are claiming a breach of the collective
contract, which contains 42 articles. When someone claims breach
of contract, you must specify which articles are involved so we
know whether we are honoring the contract or not," he added.



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

EDC: Fitch Ratings Affirms Ratings at 'B+'
------------------------------------------
Fitch Ratings has affirmed the international foreign currency
and local currency ratings of C.A. La Electricidad de Caracas
(EDC) at 'B+' and 'BB-', respectively. The foreign currency
rating of EDC is constrained by the Venezuelan sovereign rating
of 'B+'. All ratings maintain a Stable Rating Outlook. Likewise,
Fitch also assigns a long-term national rating for EDC at 'AA-
(ven)' and a short-term national rating at 'F-1+(ven)'.

The assigned ratings reflect the company's position as the
largest private electric utility company in Venezuela and as a
low-cost, vertically integrated company. The company is well-
positioned to operate in the evolving Venezuelan electricity
market. EDC's long history as a profitable, reliable private
entity helps provide comfort in the company's and management's
ability and willingness to meet its financial obligations in the
event of material adverse events. The ratings also incorporate
the many economic and political challenges that have affected
the credit quality of both the company and Venezuelan sovereign.

EDC continues to be successful in repaying and rolling over
maturing debt obligations despite the imposition of foreign-
exchange controls since February 2003. In October 2004, EDC
issued $260 million of 10-year senior unsecured notes in the
international markets with the proceeds used to prepay short-
term debt. With the bond issuance the company has successfully
extended the average life of its debt to 5.08 years at June 2005
from 1.79 years as of June 2004. Upcoming maturities should be
manageable. The company faces maturities of VEB65.9 billion in
2005 and VEB161 billion in 2006, which are expected to be
adequately met with operating cash flow, new debt issuances, and
rollovers with existing creditors.

In addition to demonstrating continued access to financing, both
locally and abroad, EDC has received approval from the Comision
de Administracion de Divisas (CADIVI), the federal entity that
controls access to foreign currency, to make U.S. dollar
payments in 2003, 2004 and 2005 to meet all of its obligations
to lenders and insurance providers and for imports. EDC also
received CADIVI approval to obtain dollars for the payment of
dividends in 2004 and 2005. Despite EDC's continued success in
receiving U.S. dollars, liquidity concerns persist given the
tumultuous sovereign environment and the discretionary process
of CADIVI.

EDC is sensitive to changes in the economic policy and reliance
on government approval of tariff adjustments. This exposure is
evident in the company's June 2005 financial results, which
report a 5.8% decrease in revenues due to high hydro-generation
and less energy sales to the National Interconnected System, and
the lag in tariff adjustments relative to inflation. EDC has not
received part of its tariff adjustment since early 2004 (19
months). The lack of tariff adjustment has been partially
compensated by demand growth of approximately 6%. With local
elections behind them, management expects to receive tariff
increases during the coming months; however, 2006 is a
presidential election year, and Fitch believes adjustments
during this period are unlikely.

Recently reported credit-protection measures are solid for the
current rating category but could decline if the currency and
economic pressures continue without offsetting increases in
tariffs. EDC reported stable EBITDA to net interest coverage of
4.4 times (x) through June 2005 compared with June 2004, which
is considered strong for the rating category. The comparable
coverage ratio between the periods primarily reflects lower
average interest rates and a 25% reduction in total debt at June
30, 2005, which was offset by lower revenues, and the
devaluation in the first quarter of 2005. Total debt declined to
US$542 million from US$726 million, resulting in a debt to
EBITDA ratio of approximately 2.0x as of June 2005.

To date, EDC has illustrated its financial flexibility to absorb
various external shocks associated with operating in volatile
emerging markets. EBITDA to interest is expected to increase
slowly over the coming years. Debt levels are expected to
fluctuate periodically, as the company issues debt and repays
maturing debt as opportunities permit. On average, debt should
remain relatively stable, as the company plans to maintain its
capitalization structure and as capital expenditures are
financed primarily with internally generated funds.

The company has begun the development of the La Raisa power
project which will add 200 MW of capacity to EDC's generation
portfolio with an internally funded investment of US$75 million,
which should support growth in revenues and cash flow and
improve the company's credit protection measures over the medium
term.

EDC is the largest private-sector electric utility in Venezuela
and generates, transmits, distributes, and markets electricity
primarily to metropolitan Caracas and its surrounding areas. The
AES Corporation acquired 87% of EDC in June 2000 through a
public-tender offer.

CONTACT: Jason T. Todd +1-312-368-3217, Chicago
         Carlos Fiorillo +58212-286-3356, Caracas

MEDIA RELATIONS: Chris Kimble +1-212-908-0226, New York






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