TCRLA_Public/051031.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

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

           Monday, October 31, 2005, Vol. 6, Issue 215

                            Headlines


A R G E N T I N A

ACINDAR: Sales, Price Boost Increase 9-Mo. Net Profit
ALIMENTOS FARGO: SANALP 2005 Terminates Tender Offer for Notes
BANCO EMPRESARIO: Temporarily Suspended Due to Restructuring
CASA ARIAS: Court Favors Creditor's Bankruptcy Motion
CENTRO DE CUIDADOS: Enters Bankruptcy on Court Orders

DROGUERIA PATAGONICA: Court OKs Creditor's Bankruptcy Call
FOTOCROMOS BUENOS AIRES: Court Rules for Liquidation
HORIZONTE INFORMATICA: Liquidates Assets to Pay Debts
ICB S.A.: Proceeds With Liquidation
JUANMAR S.A.: Judge Approves Bankruptcy

NATFROZ S.R.L.: Enters Bankruptcy on Court Orders
PANCIARELLA S.R.L.: Court Designates Trustee for Liquidation
PRODUCCIONES INTERNACIONALES: Court Declares Company Bankrupt
SADEN S.A.: Declared "Quiebra" by Court
SERRAL HERMANOS: Liquidates Assets to Pay Debts

TENANCO S.A.C.I.F.I.A.: Gets Court Approval to Reorganize
USO OFICIAL: Court Orders Liquidation
VETERINARIA GENERAL: Initiates Bankruptcy Proceedings


B E R M U D A

INTELSAT: U.S. Requests Further Details on PanAmSat Deal
PXRE GROUP: Net Loss Balloons to $317.3M in 3Q05


B R A Z I L

BANCO BRADESCO: Stock Divdend Payment Set for November 1
GERDAU: Gets First Priority in BNDES $400M Credit
NII HOLDINGS: Reports Solid Sales, Revenues Gains in 3Q05
SADIA: Board to Seek Shareholders' Approval on Bylaw Revisions
TELEMAR: Posts 3Q05 Customer Base Growth, EBITDA Improves

TELEMAR: Dividend Set for for FY2005
TELEMAR: Welcomes New Chairman of the Board
VARIG: GECAS & JP Morgan Respond to Court's Show Cause Order
VARIG: French Firm Looks to Take Part in Turnaround


C A Y M A N   I S L A N D S

APEX TRIMARAN: Final General Meeting to be Held Nov. 17
BCH CAPITAL: Members to Review Liquidation Progress
CASTLEBAR LEASING: Sets Extraordinary Final Meeting
COVINGTON FINANCE: Extraordinary Final Meeting Set for Nov. 3
DOWNTON LIMITED: Extraordinary Final Meeting Set for Nov. 18

EDS STRATEGIC: To Present Winding Up Account to Members
GENOA SILVER: To Authorize Liquidator to Retain Company Records
INFINITY OFFSHORE: Required Informational Meeting Set
JF ASIAN: Final General Meeting Set for Nov. 17
KOREA ASSET: To Hold Final General Meeting Nov. 17

KYLAR LIMITED: Creditors to Present Claims to Liquidator
KYLAR LIMITED: Sets Final General Meeting for Nov. 17
MFS MERIDIAN ASIAN: Final General Meeting Scheduled for Nov. 28
MFS MERIDIAN: Enters Voluntary Wind Up


C H I L E

PLACER DOME: To Sell Cerro Casale Stake to Bema & Arizona Star


C O L O M B I A

BAVARIA: Moody's Confirms Ba3 Rating


C O S T A   R I C A

RICA FOODS: Reaches Agreement to Divest Restaurantes


M E X I C O

ASARCO: Court Extends Lease Decision Period to January 13
DESARROLLADORA HOMEX: Reports Solid Margin Gains in 3Q05
GRUPO MEXICO: Strike Ends as Company Agreess to Make Payment
GRUPO TMM: Reports Net Profit of $4.1M in 3Q05


P U E R T O   R I C O

DORAL FINANCIAL: SEC Investigation Prompts Lower Fitch Ratings


V E N E Z U E L A

CANTV: Total Revenue Up 11% in YoY 3Q05
PDVSA: CITGO Solicites Required Percentage of Consents
SIDOR: Techint Asks Argentina's Backing in Venezuelan Conflict


     - - - - - - - - - -


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

ACINDAR: Sales, Price Boost Increase 9-Mo. Net Profit
-----------------------------------------------------
Flat steelmaker Acindar posted net profit of ARS418.1 million in
the first nine months of 2005, up 6.6% from ARS392 million in
the same period last year. Operating profit rose ARS45 million
from a year earlier to MXN680 million. Net sales were up 23% to
MXN1.85 million in the nine-month period. Domestic sales
increased 22% to ARS1.49 billion, while exports were up 28% to
ARS402 million.

Selling prices rose 20%, while costs increased 32%, mostly due
to higher raw material prices like the 91% increase in iron ore.
According to Dow Jones Newswires, Acindar still hasn't booked a
gain from the announced sale of its steel tube assets to
industrial conglomerate Techint.

The US$83.2-million deal, which is "subject to possible
adjustments," still needs approval from Argentine regulators and
the "lifting of certain restrictions" related to Acindar's 2004
debt restructuring.

Acindar, controlled by Brazil's Belgo Mineira, sells to the
construction and farming sectors, both booming areas of
Argentina's economy after the 2001-02 crisis.


ALIMENTOS FARGO: SANALP 2005 Terminates Tender Offer for Notes
--------------------------------------------------------------
SANALP 2005, S.L. (the "Offeror") announced Thursday that it has
terminated its tender offer and solicitation of certain
approvals and waivers (the "Tender Offer") for any and all of
the outstanding 13 1/4% Notes Due 2008 (the "Notes") of Compania
de Alimentos Fargo S.A. (the "Company").

The Tender Offer was launched on September 8, 2005 and was
scheduled to expire on July 1, 2006.

The Offeror held discussions regarding the Tender Offer with
certain noteholders; however, such discussions were not
productive.

Notes that have been tendered will be redelivered to the
tendering party in accordance with the Offer to Purchase and
Solicitation of Holder Approvals dated September 8, 2005.

Any questions or requests for assistance in receiving tendered
Notes may be directed to Bondholder Communications Group, the
Information and Tender Agent, toll free in the United States at
(888) 385 2663 or at +1 212 809 2663 or +44 207 236 0788 for
international callers.

           About Compania de Alimentos Fargo S.A.

Compania de Alimentos Fargo S.A. is the leading producer and
distributor of packaged bread and bakery products in Argentina.
The Company is the sole bakery supplier for McDonald's in
Argentina and one of the leading producers and distributors of
frozen dough, which is used to bake traditional bread. The
Company's wide range of products also includes sweets, empanada
tortillas, pastry, pasta and other manufactured flour-based
products.

CONTACT: SANALP 2005, S.L.
         Bondholder Communications Group
         Tel: +1-888-385-2663
              +1-212-809-2663
              +44-207-236-0788


BANCO EMPRESARIO: Temporarily Suspended Due to Restructuring
------------------------------------------------------------
The central bank (BCRA) has placed cooperative bank Banco
Empresario del Tucuman (BET) under temporary suspension, reports
Business News Americas. The measure comes amid ongoing efforts
to restructure BET. The suspension will facilitate a viable
restructuring by giving the bank time to find a solution that
includes paying back deposits and keeping jobs.

BET president Elio Giacosa reportedly said the bank needs at
least ARS30 million to stay in business. At the end of May, the
bank registered some ARS221 million in assets and ARS90 million
in loans. BET has six branches and 200 employees.


CASA ARIAS: Court Favors Creditor's Bankruptcy Motion
-----------------------------------------------------
Court No. 18 of Buenos Aires' civil and commercial tribunal
declared Casa Arias S.A. bankrupt, says La Nacion. The ruling
comes in approval of the petition filed by the Company's
creditor, Ms. Teresa Amelia Ferrario.

Trustee Jorge Testa will examine and authenticate creditors'
claims until Dec. 2, 2005. This is done to determine the nature
and amount of the Company's debts. Creditors must have their
claims authenticated by the trustee by the said date in order to
qualify for the payments that will be made after the Company's
assets are liquidated.

Clerk No. 36 assists the court on the case, which will conclude
with the liquidation of the Company's assets.

CONTACT: Casa Arias S.A.
         Catamarca 177
         Buenos Aires

         Mr. Jorge Testa, Trustee
         Maipu 459
         Buenos Aires


CENTRO DE CUIDADOS: Enters Bankruptcy on Court Orders
-----------------------------------------------------
Buenos Aires' civil and commercial court declared Centro de
Cuidados Continuos S.A. bankrupt after the Company defaulted on
its debt payments. The bankruptcy order effectively places the
Company's affairs as well as its assets under the control of
court-appointed trustee, Ms. Marta Cristina Lucena.

As the trustee, Ms. Lucena is tasked with verifying the
authenticity of claims presented by the Company's creditors. The
verification phase is ongoing until Nov. 28, 2005.

Following claims verification, the trustee will submit the
individual reports based on the forwarded claims for final
approval by the court on Feb. 9, 2006. A general report will
also be submitted on March 23, 2006.

CONTACT: Ms. Marta Cristina Lucena, Trustee
         Parana 774
         Buenos Aires


DROGUERIA PATAGONICA: Court OKs Creditor's Bankruptcy Call
----------------------------------------------------------
Drogueria Patagonica S.R.L. entered bankruptcy after Court No.
23 of Buenos Aires' civil and commercial tribunal approved a
bankruptcy motion filed by Mr. Alejandro Ortolan,  reports La
Nacion. The Company's failure to pay $14,000 in debt prompted
the creditor to file the petition.

Working with the city's Clerk No. 46, the court assigned Mr.
Eduardo Caggiano 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 Feb. 7, 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: Drogueria Patagonica S.R.L.
         Venezuela 2346
         Buenos Aires

         Mr. Eduardo Caggiano, Trustee
         Corrientes 745
         Buenos Aires


FOTOCROMOS BUENOS AIRES: Court Rules for Liquidation
----------------------------------------------------
A Buenos Aires court ordered the liquidation of Fotocromos
Buenos Aires S.R.L. 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 Mr. Mario Gabriel Sogari, the court-
appointed trustee.

Mr. Sogari will verify creditors' proofs of claim until Nov. 25,
2005. The verified claims will serve as basis for the individual
reports to be submitted in court. The submission of the general
report will follow. The deadlines for the reports are yet to be
disclosed.

CONTACT: Mr. Mario Gabriel Sogari, Trustee
         Montevideo 708
         Buenos Aires


HORIZONTE INFORMATICA: Liquidates Assets to Pay Debts
-----------------------------------------------------
Buenos Aires-based Horizonte Informatica Educativa S.R.L. 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, Mr. Marcos Livszyc. The trustee will
verify creditors' proofs of claim until Dec. 26, 2005. The
validated claims will be presented in court as individual
reports on March 8, 2006.

Mr. Livszyc will also submit a general report, containing a
summary of the Company's financial status as well as relevant
events pertaining to the bankruptcy, on April 19, 2006.

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

CONTACT: Horizonte Informatica Educativa S.R.L.
         Avda. Rivadavia 5427
         Buenos Aires

         Mr. Marcos Livszyc, Trustee
         Nunez 6387
         Buenos Aires


ICB S.A.: Proceeds With Liquidation
-----------------------------------
Telefonica de Argentina prevailed in its involuntary bankruptcy
motion against ICB S.A. after Court No. 9 of Buenos Aires' civil
and commercial tribunal declared the Company "Quiebra," reports
La Nacion. Accordingly, ICB S.A. will now start the process with
Mr. Emilio Abraham as trustee. Creditors must submit proofs of
their claim to the trustee by Feb. 6, 2006 for authentication.
Failure to comply with this requirement will mean a
disqualification from the payments that will be made after the
Company's assets are liquidated.

The creditor sought the mandatory liquidation after the latter
failed to pay debts amounting to $46,355.86. The city's Clerk
No. 18 assists the court on the case that will close with the
sale of all of its assets.

CONTACT: ICB S.A.
         Sarmiento 580
         Buenos Aires

         Mr. Emilio Abraham, Trustee
         Talcahuano 768
         Buenos Aires


JUANMAR S.A.: Judge Approves Bankruptcy
---------------------------------------
Juanmar S.A. was declared bankrupt after Buenos Aires' civil and
commercial Court No. 6 endorsed the petition of Banco Mariva for
the Company's liquidation. Argentine daily La Nacion reports
that Banco Mariva has claims totaling $1,882,020.70 against
Juanmar S.A.

The court assigned Mr. Marcelo Liderman to supervise the
liquidation process as trustee. Mr. Liderman will validate
creditors' proofs of claim until Dec. 27, 2005.

The city's Clerk No. 12 assists the court in resolving this
case.

CONTACT: Juanmar S.A.
         Lavalle 1634
         Buenos Aires

         Mr. Marcelo Liderman, Trustee
         Pinzon 1555
         Buenos Aires


NATFROZ S.R.L.: Enters Bankruptcy on Court Orders
-------------------------------------------------
Natfroz S.R.L. enters bankruptcy protection after a Buenos Aires
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. Alberto Francisco
Romeo as trustee. Mr. Romeo will be verifying creditors' proofs
of claim until the end of the verification phase on Dec. 1,
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 Feb. 20, 2006 followed by the general report, which is due on
April 3, 2006.

CONTACT: Mr. Alberto Francisco Romeo, Trustee
         Parana 275
         Buenos Aires


PANCIARELLA S.R.L.: Court Designates Trustee for Liquidation
------------------------------------------------------------
Rosario's accountant was assigned trustee for the liquidation of
local company Panciarella S.R.L., relates Infobae.

Mr. Luis Alberto Frumento will verify creditors' claims and
prepare individual reports out of those claims. The trustee will
also prepare the general report on the Company's liquidation.

The dates for the submission of the reports as well as the end
of the verification phase are yet to be disclosed.

CONTACT: Panciarella S.R.L.
         Felipe More 2522
         Rosario (Santa Fe)

         Mr. Luis Alberto Frumento, Trustee
         Laprida 1511
         Rosario (Santa Fe)


PRODUCCIONES INTERNACIONALES: Court Declares Company Bankrupt
-------------------------------------------------------------
Court No. 9 of Buenos Aires' civil and commercial tribunal
declared local company Producciones Internacionales America
S.R.L. "Quiebra", relates La Nacion. The court approved the
bankruptcy petition filed by Mr. Jorge Foglia, whom the Company
has debts amounting to $7,067.48.

The Company will undergo the bankruptcy process with Mr. Jose
Abuchdid as trustee. Creditors are required to present proofs of
their claim to Mr. Abuchdid for verification before Feb. 2 next
year. Creditors who fail to submit the required documents by the
said date will not qualify for any post-liquidation
distributions.

Clerk No. 18 assists the court on the case.

CONTACT: Producciones Internacionales America S.R.L.
         Arcos 3751
         Buenos Aires

         Mr. Jose Abuchdid, Trustee
         Tacuari 119
         Buenos Aires


SADEN S.A.: Declared "Quiebra" by Court
---------------------------------------
A Buenos Aires court ruled local company Saden S.A. is bankrupt,
reports Infobae. The Company was undergoing reorganization when
the ruling was issued.

The receiver, Abel Alexis Latendorf, will verify claims "por via
incidental", as the court ordered. The receiver will also be
responsible for the individual and general reports.

CONTACT: Mr. Abel Alexis Latendorf, Trustee
         Piedras 153
         Buenos Aires


SERRAL HERMANOS: Liquidates Assets to Pay Debts
-----------------------------------------------
Serral Hermanos S.R.L. will begin liquidating its assets
following the pronouncement of a Buenos Aires court that the
Company is bankrupt, Infobae reports.

The bankruptcy ruling places the Company under the supervision
of court-appointed trustee, Mr. Miguel Angel Troisi. The trustee
will verify creditors' proofs of claim until Dec. 2, 2005. The
validated claims will be presented in court as individual
reports on Feb. 15, 2006.

Mr. Troisi will also submit a general report, containing a
summary of the Company's financial status as well as relevant
events pertaining to the bankruptcy, March 29, 2006.

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

CONTACT: Serral Hermanos S.R.L.
         Dr. Ricardo Balbin (ex Avda del Tejar) 3810
         Buenos Aires

         Mr. Miguel Angel Troisi, Trustee
         Cerrito 146
         Buenos Aires


TENANCO S.A.C.I.F.I.A.: Gets Court Approval to Reorganize
---------------------------------------------------------
Tenanco S.A.C.I.F.I.A. will begin reorganization following the
approval of its petition by a Buenos Aires court. The opening of
the reorganization will allow the Company to negotiate a
settlement with its creditors in order to avoid a straight
liquidation.

Mr. Jorge Luis Blazquez will oversee the reorganization
proceedings as the court-appointed trustee. He will verify
creditors' claims until Nov. 16, 2005. The validated claims will
be presented in court as individual reports on Dec. 29, 2005.

Mr. Blazquez is also required by the court to submit a general
report essentially auditing the Company's accounting and
business records as well as summarizing important events
pertaining to the reorganization. The report will be presented
in court on March 13, 2006.

An Informative Assembly, the final stage of a reorganization
where the settlement proposal is presented to the Company's
creditors for approval, is scheduled on June 8, 2006.

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


USO OFICIAL: Court Orders Liquidation
-------------------------------------
Uso Oficial S.A. prepares to wind-up its operations following
the bankruptcy pronouncement issued by a Buenos Aires court. The
declaration effectively prohibits the company from administering
its assets, control of which will be transferred to a court-
appointed trustee.

Infobae reports that the court appointed Ms. Silvia Gloria
Muavero as trustee. Ms. Muavero will be reviewing creditors'
proofs of claim until Dec. 14, 2005. The verified claims will
serve as basis for the individual reports to be presented for
court approval on Feb. 24, 2006. The trustee will also submit a
general report of the case on April 7, 2006.

CONTACT: Ms. Silvia Gloria Muavero, Trustee
         Avda. Rivadavia 1615
         Buenos Aires


VETERINARIA GENERAL: Initiates Bankruptcy Proceedings
-----------------------------------------------------
Junin's civil and commercial court declared Veterinaria General
Pinto S.A. "Quiebra," reports Infobae.

Mr. Pedro Daniel Ceci, who has been appointed as trustee, will
verify creditors' claims until Dec. 1, 2005 and then prepare the
individual reports based on the results of the verification
process.

The individual reports will then be submitted to court on Feb.
28, 2006, followed by the general report on March 28, 2006.

CONTACT: Mr. Pedro Daniel Ceci, Trustee
         C. Saavedra 226
         Junin



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

INTELSAT: U.S. Requests Further Details on PanAmSat Deal
--------------------------------------------------------
The U.S. Justice Department has asked communications satellite
operator Intelsat Holdings Ltd. to provide additional
information regarding its proposed purchase of rival PanAmSat
Holding Corp., reports Reuters. Intelsat and PanAmSat signed in
August a definitive merger agreement under which Intelsat will
acquire PanAmSat for US$25 per share in cash, or US$3.2 billion.

The transaction, which Intelsat expects to close in the second
or third quarter of 2006, will create a premier satellite
company that will be a leader in the digital delivery of video
content, the transmission of corporate data and the provisioning
of government communications solutions.

Intelsat said shareholders of PanAmSat have already approved the
agreement.

Intelsat is a global communications provider offering flexible
and secure services to customers in over 220 countries and
territories. Intelsat's reach, power and expanding solutions
portfolio deliver information reliably and quickly to every
corner of the globe.

Through its owned and operated fleet of 25 satellites, PanAmSat
(NYSE: PA) is a leading global provider of video, broadcasting
and network distribution and delivery services. It transmits
1,991 television channels worldwide and, as such, is the leading
carrier of standard and high-definition signals.

CONTACT: Intelsat
         E-mail: media.relations@intelsat.com
         Phone: 1 202-944-7500


PXRE GROUP: Net Loss Balloons to $317.3M in 3Q05
------------------------------------------------
PXRE Group Ltd. (NYSE: PXT) announced Thursday results for the
third quarter ended September 30, 2005, which included the
impact of Hurricanes Katrina and Rita. Notable items for the
quarter included:

    -- Net operating loss per adjusted diluted share was $9.46
       compared to a net operating loss per adjusted diluted
       share of $2.67 in the third quarter of 2004

    -- Net loss was $317.3 million compared to a net loss of
       $73.2 million in the third quarter of 2004

Jeffrey L. Radke, President & Chief Executive Officer of PXRE
Group, commented, "Hurricanes Katrina and Rita will make the
third quarter of 2005 the most costly quarter in history for the
reinsurance industry in terms of insured catastrophe loss.
PXRE's loss for the quarter is correspondingly large but the
storms again demonstrated the strength of PXRE's risk
management, as our losses were within our expectations for such
major events."

Mr. Radke continued, "The strategic market position we have
earned over the past 23 years through our dedication to customer
service and prompt claims payment gives us confidence in our
ability to thrive in the wake of Hurricanes Katrina and Rita,
and recent feedback from communications with brokers validates
that confidence. Indeed, our recent success in raising $474
million of equity capital reflects investors' belief in the
strength of PXRE's franchise, which flows from our focused
strategy and proven risk management."

"Following our successful capital raising efforts, PXRE now has
$914 million of pro-forma shareholders' equity and approximately
$1.1 billion of pro-forma capital as of September 30, 2005,
which represent the highest levels in our history. Our increased
size positions us well to take advantage of both the expected
substantial increases in rates and improved terms and conditions
for each of the lines of business we write. We expect the scope
of these changes to be at least as pronounced in our lines of
business as those experienced after other market-changing events
such as the World Trade Center disaster in 2001 and Hurricane
Andrew in 1992."

Given the current uncertainty of the net impact of Hurricane
Wilma on the Company's fourth quarter results, PXRE has
withdrawn its previously disclosed guidance for the year and
will not be providing revised guidance for 2005 at this time.

Net operating loss was $317.4 million and net operating loss per
adjusted diluted share was $9.46 for the third quarter of 2005
compared to a net operating loss of $73.4 million and net
operating loss per adjusted diluted share of $2.67 in the third
quarter of 2004. The net operating loss during the third quarter
of 2005 was primarily driven by the net impact of Hurricanes
Katrina and Rita of $349.9 million, after tax, reinsurance
recoveries on our outwards reinsurance program and the impact of
inwards and outwards reinstatement and additional premiums.

Net operating loss and net operating loss per adjusted diluted
share are non-GAAP financial measures. Reconciliations of net
loss to net operating loss and net loss per diluted common share
to net operating loss per adjusted diluted share are set forth
in the attached schedule of Unaudited Financial Highlights. We
have included net operating loss per adjusted diluted share in
this release. The adjustment added the dilutive effect of the
convertible preferred shares, which would be otherwise excluded
under generally accepted accounting principles, to the common
shares in the loss per share denominator. We made this
adjustment since all shareholders, both common and convertible
preferred, were negatively impacted by the quarterly loss. The
net operating loss per adjusted diluted share is a non-GAAP
accounting measure; however, it more closely approximates the
change in the book value per share.

Net premiums earned for the quarter decreased by 23%, or $21.0
million, to $68.8 million from $89.8 million for the year-
earlier period. Included in net premiums earned for the quarter
were net ceded reinstatement premiums earned of $25.9 million
associated with Hurricanes Katrina and Rita, as compared to net
assumed reinstatement premiums earned of $24.6 million
associated with the 2004 storms. Before the effects of hurricane
related reinstatement premiums in both current year and prior
year period, the Company experienced growth in net premiums
earned of 37%.

                 Revenues and Net Premiums Earned

               Three Months Ended         Nine Months Ended
($000's)           September 30,            September 30,
                            Change                       Change
            2005       2004     %       2005       2004      %
Revenues   $82,662   $95,611   (14)   $262,724   $246,824     6

Net Premiums Earned:
  Cat & Risk
  Excess   $68,878   $89,915   (23)   $232,389   $222,296     5
  Exited      (61)     (116)   47        (718)     6,020  (112)
           $68,817   $89,799   (23)   $231,671   $228,316     1

Net premiums written in the third quarter of 2005 decreased 12%,
or $13.3 million, to $99.3 million from $112.6 million for the
same period of 2004. Included in net premiums written for the
quarter was net ceded reinstatement premiums written of $25.9
million associated with Hurricanes Katrina and Rita, as compared
to net assumed reinstatement premiums written of $24.6 million
associated with the 2004 storms. Excluding the effects of
hurricane related reinstatement premiums in both current year
and prior year period, the Company experienced growth in net
premiums written of 36%.

                       Net Premiums Written

              Three Months Ended         Nine Months Ended
($000's)         September 30,               September 30,
                               Change                     Change
                 2005       2004     %      2005      2004     %
Net Premiums Written:
Cat & Risk
  Excess       $99,346   $113,066  (12)  $277,066  $250,389   11
Exited             (65)     (475)  86       (726)    3,138 (123)
               $99,281  $112,591  (12)  $276,340  $253,527    9

Net investment income for the third quarter of 2005 increased
162%, or $8.3 million, to $13.5 million from $5.2 million for
the corresponding period of 2004, primarily as a result of a
$5.1 million increase in income from hedge funds and a $3.1
million increase in income from our fixed maturity and short-
term investment portfolio. The increase in net investment income
is primarily due to a return of 4.1% on the hedge funds for the
quarter compared to 0.5% for the third quarter of 2004 and an
increase in invested assets attributable to cash flow from
operating and financing activities.

PXRE's GAAP loss ratio for the third quarter of 2005 was 594.3%
compared to 174.1% for the third quarter of 2004. Loss and loss
expenses incurred in the third quarter of 2005 were $409.0
million, which included $356.7 million of net losses
attributable to Hurricanes Katrina and Rita. Loss and loss
expenses incurred in the third quarter of 2004 were $156.3
million, which included $135.7 million of net losses
attributable to the 2004 hurricanes. The expense ratio was 28.8%
for the third quarter of 2005 compared to 18.3% in the year-
earlier quarter due to the lower net premiums earned.

                                 GAAP Ratios

                  Three Months Ended         Nine Months Ended
                     September 30,              September 30,
                   2005         2004         2005         2004
Loss Ratio,
  All Lines       594.3%       174.1%       206.5%        84.3%
Expense Ratio      28.8         18.3         25.2         25.2
Combined Ratio    623.1%       192.4%       231.7%       109.5%

Loss Ratio,
  Cat & Risk
    Excess        585.7%       151.4%       203.1%        75.2%

Operating results reflect a tax benefit of 9.3% for the third
quarter of 2005 compared to 10.0% for the third quarter of 2004.

On a fully diluted basis, book value per share decreased to
$13.01 at September 30, 2005, or $11.81 on a pro-forma fully
diluted basis had the common and perpetual preferred share
offerings closed on September 30, 2005, from $22.73 per share at
June 30, 2005. During the third quarter of 2005, PXRE recorded a
change in net after-tax unrealized depreciation in investments
of $6.1 million in other comprehensive income, which resulted in
a $0.18 decrease in fully diluted book value per share. The
cause of this decrease in value was primarily an increase in
interest rates during the quarter.

On October 7, 2005, PXRE completed the public offering of 8.8
million of its common shares to Credit Suisse First Boston LLC
which acted as sole underwriter in the offering, including 1.2
million shares sold upon exercise of the underwriter's over-
allotment in full, at a public offering price of $13.25 per
share. Net proceeds to the Company from the common stock
offering, after deducting estimated expenses and underwriter's
discounts and commissions, were approximately $114.7 million.

On October 7, 2005, PXRE also completed the sale of 375,000 of
its series D perpetual preferred shares in a private placement
pursuant to Section 4(2) of the Securities Act of 1933. The
gross proceeds from the private placement were $375.0 million,
and proceeds net of agents' discounts and commissions and
offering expenses were $359.3 million.

PXRE has contributed the $474 million net proceeds of both
offerings to PXRE Reinsurance Ltd., its Bermuda reinsurance
subsidiary, to support the underwriting of reinsurance business
during upcoming renewal periods.

The series D perpetual preferred shares have a liquidation
preference of $1,000 and an $11.00 per common share exchange
price. At the exchange price of $11.00 per common share, each
series D perpetual preferred share will be mandatorily
exchangeable for approximately 90.9 of the Company's common
shares immediately upon an affirmative vote of the Company's
shareholders (i) authorizing an additional 300 million common
shares; and (ii) approving the exchange of the series D
perpetual preferred shares into common shares. A Special General
Meeting of the Company's shareholders has been called for
November 18, 2005, to consider and approve these matters.

Due to losses sustained from Hurricanes Katrina and Rita, the
Company had an accumulated deficit as of September 30, 2005 and
therefore would not be able to pay dividends under Bermuda law
as of that date; however, on October 24, 2005, the Company's
Board of Directors, in accordance with the Bermuda Companies
Act, 1981, resolved that the value of the series D perpetual
preferred shares exchanged in excess of the par value of the
common shares issued upon the exchange of such series D
perpetual preferred shares (approximately $325 million) would be
credited to the contributed surplus account of the Company. It
is permissible to pay dividends from contributed surplus under
Bermuda law. Therefore, subject to the shareholders' approval of
the exchange of the series D perpetual preferred shares on
November 18, 2005, the Company's Board of Directors has declared
a regular quarterly cash dividend of $0.12 per common share. The
dividend will be paid on December 6, 2005, to shareholders of
record as of November 22, 2005.

PXRE -- with operations in Bermuda, Europe and the United States
-- provides reinsurance products and services to a worldwide
marketplace. The Company's primary focus is providing property
catastrophe reinsurance and retrocessional coverage. The Company
also provides marine, aviation and aerospace products and
services. The Company's shares trade on the New York Stock
Exchange under the symbol "PXT."

PXRE Group Ltd. is scheduled to hold a conference call with
respect to its third quarter financial results on Friday,
October 28, 2005 at 10:00 a.m. Eastern Time.

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

CONTACT: PXRE Group Ltd.
         John Modin, Chief Financial Officer
         Tel: +1-441-296-5858
         E-mail: john.modin@pxre.com

         Citigate Sard Verbinnen
         Investors - Jamie Tully
         Tel: +1-212-687-8080
         E-mail: jtully@sardverb.com



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

BANCO BRADESCO: Stock Divdend Payment Set for November 1
--------------------------------------------------------
Banco Bradesco S.A., in conformity with the System for Monthly
Payment to Shareholders, will pay on November 1, 2005 Interest
on Own Capital related to the month of October/2005, in the
amount of R$0.057000 per common stock and R$0.062700 per
preferred stock to the stockholders registered in the Company's
records on October 3, 2005.

The payment, net of the Withholding Income Tax of 15% (fifteen
percent), except for legal entity stockholders exempted from the
referred taxation, that they will receive for the stated amount,
will be made through the net amount of R$0.048450 per common
stock and R$0.053295 per preferred stock, as follows:

- Credit in the current account informed by the stockholder to
Banco Bradesco S.A., the Depository Financial Institution of the
Stocks.

- The stockholders who did not inform their banking data or do
not hold a current account in a Financial Institution must go to
a Bradesco Branch on their preference having the "Notice For
Receipt of Earnings from Book-Entry Stocks", sent by mail to
those having their address updated in the Company's records, and
having the following documents:

  - Individuals: Identity Card and Individual Taxpayer's
Register (CPF);

  - Legal Entities: Corporate Taxpayer's ID (CNPJ), consolidated
and updated Articles of Incorporation or the Bylaws. The Bylaws
must be updated with the minutes of the meeting that elected the
current board of executive officers. The partners/managers or
officers empowered to represent the company must present their
Identity Card and CPF.

Note: When represented by mandate, the presentation of the
respective power of attorney and the Identity Card and CPF of
the mandatary will be necessary.

- For holders of stocks held on custody with the CBLC -
Brazilian Clearing and Depository Corporation, the payment will
be made to CBLC, which will transfer them to the respective
stockholders through the Depository Agents.

CONTACT: Banco Bradesco S.A.
         Stock and Custody Department
         Email: 4010.acoes@bradesco.com.br
         Phone: (55 11) 3684-9281


GERDAU: Gets First Priority in BNDES $400M Credit
-------------------------------------------------
Long steel producer Gerdau will be the first to get its share of
a BRL900 million (US$400mn) rotating credit line from national
development bank BNDES, reports Business News Americas.

It is not known how much of the BRL900-million Gerdau stands to
collect. But according reports, BNDES has previously loaned
Gerdau BRL515 million to fund the construction of the
Aracariguama plant in Sao Paulo state and a laminator setup at
subsidiary Gerdau Acominas.

The BRL900-million BNDES credit is provided to large groups that
over the past five years have showed a history of low credit
risk.

CONTACT: Gerdau S.A.
         Press Office
         Phone: 55(51) 3323-2170
         E-mail: imprensa@gerdau.com.br
         URL: www.gerdau.com.br


NII HOLDINGS: Reports Solid Sales, Revenues Gains in 3Q05
---------------------------------------------------------
NII Holdings, Inc. (Nasdaq: NIHD) announced Thursday its
consolidated financial results for the third quarter of 2005.
The Company reported consolidated operating revenues of $452
million, a 39% increase as compared to the third quarter of
2004, and consolidated operating income before depreciation and
amortization (OIBDA) of $128 million, a 58% increase as compared
to the same period last year. The Company added about 183,200
net subscribers to its network during the quarter, an increase
of 54% over the third quarter of 2004, resulting in over 2.3
million subscribers as of September 30, 2005. The Company
generated consolidated operating income of $94 million during
the quarter; a 68% increase over the third quarter of 2004. The
Company reported third quarter consolidated net income of $49
million, or $0.65 per basic share. NII Holdings ended the third
quarter of 2005 with $897 million in consolidated cash, cash
equivalents and short-term investments.

"With the strong foundation that we have put in place, along
with our expanding footprint and improved competitive position,
NII accelerated growth in both subscribers and operating cash
flow during the quarter," said Steve Shindler, NII Holdings'
Chairman and CEO. "The wireless market in the Latin American
region is poised to grow substantially over the next several
years, and NII's position in the market has strengthened. We are
accelerating our growth and scaling our business, while
remaining true to our focus on profitability, as evidenced by
the improving operating metrics in our business. While it has
not been our policy to issue new guidance at this point in our
yearly cycle, we do expect to exceed our previously stated 2005
guidance for net additions."

NII Holdings' average monthly revenue per subscriber (ARPU) rose
to $59 for the third quarter, a $5 increase as compared to the
third quarter of 2004. The Company also reported churn of 1.7%
for the third quarter - an improvement of 10 basis points as
compared to the previous quarter and in-line with the same
period last year. Additionally, the Company reported
consolidated cost per gross add, or CPGA, of $335 for the
quarter.

"We are only at the beginning of what we believe will be a
period of sustained growth for NII Holdings," said Lo van
Gemert, NII Holdings President and COO. "We posted another
quarter of record subscriber growth, adding 54% more subscribers
to the network than we did a year ago, driven by strong
subscriber gains in Mexico and Brazil. Nextel Mexico generated
strong subscriber growth, adding over 90,000 subscribers to the
network during the quarter; bringing the total subscriber base
in Mexico to over 1 million subscribers. Accelerating wireless
growth in the market coupled with our improving competitive
position fueled our record subscriber additions in the quarter.
And, we continued our disciplined approach, improving our
metrics across the board, highlighted by Mexico's increase in
ARPU to $81 and reduction in churn to 1.6%."

            Market expansion in Mexico and Brazil

The Company announced continued progress on its expansion plans
in both Mexico and Brazil. During the quarter in Mexico, the
Company successfully launched 3 cities covering an additional 3
million pops, including Ciudad Juarez - a key market on the
Mexican/US border and home to about 1.6 million pops and over
7,200 businesses. The Company intends to launch the city of
Torreon in the fourth quarter and, in light of the impact from
Hurricane Wilma, we are reassessing the timing of the launch of
the Yucatan Peninsula. In total, Nextel Mexico's 2005 expansion
plan will position the Company to cover over 6 million
additional pops, resulting in a total population coverage of
over 47 million, or 70% of the GDP in Mexico.

In Brazil, the Company plans to add four cities by year end,
including the city of Porto Alegre - a city with 2.2 million
pops. This plan will bring Nextel Brazil's total pop coverage to
about 56 million, or nearly 50% of GDP in Brazil. In total, the
expansion plans in Mexico and Brazil will add over 20 million
covered pops to NII Holding's network in 2005.

"The opportunities continue to grow as we expand in our largest
and most profitable markets," said van Gemert. "With an
expanding coverage footprint matching the best in the Latin
American region, our competitive position improves and we have
more customers to target in our new and existing territories.
This improved scale and dimension to our business is positioning
NII for many years of sustained growth," he added.

The Company added about 276 cell sites to its network during the
quarter. Consolidated capital expenditures, including
capitalized interest, were $125 million during the third quarter
of 2005.

                        Balance sheet

During the quarter, the Company raised about $341 million in net
proceeds through a 30 year, 2-3/4% convertible notes offering,
of which the proceeds are to be used for general corporate
purposes. The Company ended the quarter with approximately
$1,124 million in long-term debt, which includes $741 million in
convertible notes, $242 million long term portion of a $252
million syndicated loan facility, $127 million in local currency
tower financing obligations and $14 million in capital lease
obligations. With quarter-end consolidated cash, cash
equivalents and short-term investments of $897 million, the
Company's net debt at the end of the quarter was $227 million,
resulting in a net debt to 2005 operating income before
depreciation and amortization guidance of about 0.5 times.

On October 26, 2005, our Board of Directors approved a 2-for-1
stock split to be effected in the form of a dividend of one
share of our common stock payable on November 21, 2005 to those
stockholders of record on November 11, 2005.

In addition to the preliminary results prepared in accordance
with accounting principles generally accepted in the United
States (GAAP) provided throughout this press release, NII has
presented consolidated OIBDA, ARPU, CPGA, consolidated cash,
cash equivalents and short-term investments, net debt, and net
debt to OIBDA, which are non-GAAP financial measures and should
be considered in addition to, but not as substitutes for, the
information prepared in accordance with GAAP. Reconciliations
from GAAP results to these non-GAAP financial measures are
provided in the notes to the attached financial table. To view
these and other reconciliations of non-GAAP financial measures
that the Company uses and information about how to access the
conference call discussing NII's third quarter results, visit
the investor relations link at http://www.nii.com.

                   About NII Holdings, Inc.

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

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

CONTACT: NII Holdings, Inc.
         Tim Perrott
         Tel: 03-390-5113
         E-mail: tim.perrott@nii.com

         Claudia E. Restrepo
         Tel: 786-251-7020
         E-mail: claudia.restrepo@nii.com


SADIA: Board to Seek Shareholders' Approval on Bylaw Revisions
--------------------------------------------------------------
Sadia S.A. (the "Company") announced to its shareholders and to
the market that, with the aim of improving Corporate Governance
practices and of aligning the interests of shareholders of
common and preferred shares, the Company's Board of Directors,
in a meeting held on this date, resolved to submit to the
appreciation of the Extraordinary Shareholders' Meeting and of
the Special Preferred Shareholders' Meeting to be held
subsequently on December 15, 2005, a proposal to reform the
Bylaws.

The shareholders will discuss and make a resolution about the
following Order of Business:

I. At the Extraordinary Shareholders Meeting:

(i) make a resolution about the proposal submitted by the Board
of Directors and approved at the meeting held on 10/27/2005
about the reform of the Bylaws in order to (1) give preferred
shares the right to be included in a public offering resulting
from the disposal, if any, of the Company's control (tag along
rights), in accordance with the conditions set forth in Art.
254-A, of Law 6404/76, with the wording given by Law 10203/01,
and (ii) exclude the right to a dividend, per preferred share,
10% higher than that of each common share, and, consequently,
rewriting Art. 12, letter "b", of the Bylaws and (2)
Consolidation of the text of the Bylaws;

II. At the Special Preferred Shareholders Meeting

In compliance with the provisions of Law 6404/76, Paragraph 1 of
Art. 136, make a resolution about the ratification of the
possible approval of item (1) (ii) of the Order of Business of
the Extraordinary Shareholders Meeting, the purpose of which is
to exclude the right to a dividend, per preferred share, 10%
higher than that of each common share.

General Instructions:

1. proxies for the Extraordinary and Special Preferred
Shareholders Meetings shall be deposited in the Company's
headquarters up to 04:00 p.m. of 12/12/2005.

2. the documentation relating to the Order of Business to be
discussed at the shareholders meetings called herein is at the
disposal of the shareholders.

The terms of the Material Fact submitted to the Brazilian
Securities and Exchange Commission (CVM) and the Sao Paulo Stock
Exchange (Bovespa) in contemplation of the decision that the
right to a dividend, per preferred share, 10% higher than that
of each common share be extinguished at the Special Preferred
Shareholder's Meeting to be held on December 15, 2005, the
shareholders that have acquired stock by the closing of the
stock exchange on October 27, 2005, may manifest their right to
withdraw from the Company during the legal period. In this
manner, the preferred stock of the Company that is acquired
after this date will not have such right of withdrawal.

CONTACT: Sadia S.A.
         Director of Finance and Investor Relations
         Luiz Murat Jr.
         Phone: (55 11) 2113-3465
         Fax: (55 11) 2113-1785
         E-mail: grm@sadia.com.br

         Investor Relations
         Christiane Assis
         Phone : (55 11) 2113-3552
         E-mail: christiane.assis@sadia.com.br

         Silvia H. M. Pinheiro
         Phone : (55 11) 2113-3197
         E-mail: silvia.pinheiro@sadia.com.br

         Carlos Eduardo T. Araujo
         Phone : (55 11) 2113-3161
         E-mail: henrique.bastos@sadia.com.br

         IR Consultant
         Ligia Montagnani
         Phone: (55 11) 3897-6405
         E-mail: ligia.montagnani@firb.com

         URL: www.sadia.com


TELEMAR: Posts 3Q05 Customer Base Growth, EBITDA Improves
---------------------------------------------------------
HIGHLIGHTS OF THE QUARTER

The Telemar Group customer base increased by 883 thousand in the
quarter, and 3.2 million in the past 12 months, to reach 24.6
million customers at the end of September 2005, comprising:

Wireline: 14.9 million lines in service (-0.5% on 2Q05)

Wireless: 9.0 million subscribers (+10.7% on 2Q05)

Velox (ADSL): 0.7 million subscribers (+14.0% on 2Q05)

Net revenues for the quarter added up to BRL4,234 million
(increasing 2.7% on 2Q05 and 3.7% on 3Q04). Year to date, net
revenues have increased 6.8% on the same period of 2004.
Average revenue per user (ARPU) amounted to BRL85 for wireline
and BRL21 for wireless services.

Consolidated EBITDA totaled BRL1,748 million, compared to
BRL1,664 million in 2Q05 (+5.0%) and BRL1,685 million in 3Q04
(+3.8%).

EBITDA margins were as follows:

- TNL: 41.3% (2Q05 - 40.4%)
- TMAR: 41.3% (2Q05 - 39.5%)
- Oi: 22.6% (2Q05 - 10.4%)

Net income for the quarter reached R$ 301 million (2Q05 - BRL204
million), or BRL0.79 per share (US$0.34 per ADR). Year to date,
net income amounted to BRL698 million (+52.4% on 9M04).

Net debt totaled BRL6,592 million (0.97x EBITDA for the past 12
months), down 7.8% from the end of June 2005.

Capital expenditures (Capex) amounted to BRL524 million in the
quarter, corresponding to 12.4% of net revenues. Year to date,
Capex totaled BRL1,488 million, representing 12.0% of net
revenues.

Free cash flow after Capex was BRL919 million in the quarter
(2Q05 - BRL817 million), totaling BRL2,512 million in 9M05.

OPERATING PERFORMANCE REVIEW

Customer Base

At the end of the quarter, the Telemar Group had 24,602 thousand
customers (+15.0% compared to September 2004), including 14,890
thousand fixed-line, 8,981 thousand mobile, and 731 thousand
broadband (ADSL) customers.

When compared to 3Q04, the increase in the customer base totaled
3,207 thousand new customers, as a result of wireless and
broadband (Velox) customer expansion in the period.

Wireline Services

At the end of the quarter, the installed plant comprised 17,018
thousand lines, of which 14,890 thousand were in service
(utilization rate of 87.5%), including 11,630 thousand
residential, 2,641 thousand commercial, and 619 thousand public
telephones. During 3Q05, 529 thousand lines were installed and
605 thousand disconnected, with net reductions of 76 thousand
lines (2Q05 - 138 thousand). The average plant in service
totaled 14,927 thousand lines in the quarter (-0.5% in 2Q05).

Broadband Services

Broadband Internet accesses (ADSL) totaled 731 thousand at the
end of the period, a 14.0% increase from the previous quarter
(90 thousand net additions), and 70.4% from 3Q04. At the end of
3Q05, the ADSL (Velox) customer base was equal to 4.9% of fixed
lines in service and the product was available in 199 cities of
Region I.

Wireless Services

At the end of the quarter, Oi had 8,981 thousand customers
(+10.7% on Jun/05 and 56.5% on September 2004), of which 1,369
users were activated and 500 thousand disconnected, with net
additions of 869 thousand customers. In the quarter 1,291
thousand handsets were sold (2Q05 - 1,117 thousand).

Approximately 31% of the net additions were in postpaid plans,
better than the 18% average for the Brazilian market. The
customer mix at the end of 3Q05 comprised 84% under prepaid and
16% under postpaid plans (86% / 14% in 2Q05).

Oi reached a market share in its region of 24.9% at the end of
September (2Q05 - 24.1%). In the quarter, Oi accounted for
approximately 37.2% of net additions in the region (2Q05 - 26.7%
and 3Q04 - 35.1%). The wireless service penetration rate in Oi's
region reached 35.9% (33.7% in June 2005 and 26.6% in September
2004).

The average customer base totaled 8,546 thousand (+11.3% on 2Q05
and +57.8% on 3Q04). The churn rate represented 5.9% of that
base in 3Q05, in line with 2Q05 (5.8%).

Consolidated Results

Revenues

Consolidated gross revenues for the quarter totaled R$ 6,031
million, increasing 3.7% from 2Q05, as a result of Oi's
expansion and the growth in data services, as well as the
wireline services rate adjustment. These drivers also led to the
6.3% increase in revenues compared to 3Q04, in addition to the
impact of the exclusion of Contax. Excluding call center
revenues from the comparable basis, the annual growth in gross
revenues amounted to 7.8%.

Revenues from wireless services accounted for 11.7% of total
gross revenues in 3Q05, compared to 10.4% in 3Q04.

Consolidated net revenues for the quarter amounted to BRL4,234
million, up 2.7% on 2Q05 and 3.7% on 3Q04.

It should be pointed out that net revenues in the quarter were
affected by one-off reductions, of BRL58 million (1.4% of
total). These adjustments, which affected basically the long
distance revenues, were made in order to reflect the discounts
that were being offered to corporate clients. This way, some
revenue lines of the long distance services were negatively
impacted while others had a positive impact.

Excluding the non-recurring impact, net revenues amounted to R$
4,292 million, up 4.1% on 2Q05 and 5.1% on 3Q04.

In the composition of 9M05 gross revenues, wireless services now
represent 11% of the total (9M04 - 9%). It should be noted that
the relative share of "outgoing calls" increased to 35% of
wireless revenues (9M04 - 27%). On the other hand, with the
growth in wireless services, handset sales dropped from 35% to
25% in the period.

As for wireline, fixed-to-mobile revenues (VC1/VC2/VC3) are
becoming less significant, with a 16% share (9M04 - 18%). This
decrease is also attributable to the delay in implementation of
the annual rate adjustment, which usually happens in February
(this year only ratified in July for the VC1).

Wireline Services

Gross revenues from wireline services increased by 3.3% on the
previous quarter and 6.3% on 3Q04.

Local

Local fixed-to-fixed (monthly subscription, traffic,
installation fee): These revenues added up to BRL2,435 million
(+5.3% on 2Q05 and +7.4% on 3Q04).

Monthly subscription fees amounted to BRL1,710 million, up 5.9%
from 2Q05, mainly as a result of the 7.3% tariff adjustment,
partly offset by the decreased number of lines in service in the
quarter.

Compared to 3Q04, revenues increased by 12.2%, chiefly due to
tariff adjustments implemented in 2005 and the second half of
2004, offset by the decrease in the number of lines in service.

Revenues from traffic reached BRL691 million, growing by 4.9%
compared to 2Q05. Compared to 3Q04, revenues fell by 1.6%, owing
to reduced traffic in the period resulting from the migration of
dialup access customers to broadband (ADSL) services, a lower
number of lines in service and traffic migration to mobile
originated calls.

Local fixed-to-mobile calls (VC1) revenues of BRL679 million
increased by 4.4% on 2Q05, due to the tariff adjustment, partly
offset by a traffic reduction in the period. The 2.3% decline
from 3Q04 reflects a lower volume of traffic in the period,
mainly driven by the migration to mobile originated calls.

Long-distance (LD):

Domestic and international LD revenues of R$ 849 million
increased by 6.0% on the previous quarter (13.3% on 3Q04).
Non-recurring adjustments impacted intra-state revenues (+BRL87
million), inter-state (+BRL3 million), inter-regional (-BRL37
million) and international (-BRL4 million) in 3Q05.

Excluding non-recurring effects, long distance wireline service
revenue remained stable when compared to 2Q05, with traffic
reduction basically offsetting the average tariff increase in
the period (2.9%). On an annual basis, the recurring change of
6.7% can be attributed to the reduction in traffic and tariff
adjustments.

Fixed-to-mobile calls (VC2/3) revenues of BRL84 million declined
by 47.9% compared to the previous quarter (-BRL77 million) and
49.5% on 3Q04. The non-recurring impact of this reduction was
BRL68 million, which means a recurring revenue of BRL152 million
in the quarter (a decrease of 6.0% on 2Q05).

Remuneration for network usage had a 6.0% decrease (-BRL16
million) compared to the previous quarter, primarily due to
lower local interconnection fees, as a result of the 20%
productivity factor reduction, according to the concession
agreement. The change from 3Q04 (-9.3%) is also attributable to
the productivity factor reduction.

Data transmission services: these revenues grew by 8.6% (+BRL42
million) on 2Q05. The change is mainly due to the increased
revenues from ADSL (+R$ 22 million) and leased lines EILD
(+BRL15 million).

When compared to 3Q04, revenues from data transmission services
continue to post a significant growth of 32.3% (+BRL131
million), arising from increased ADSL (+BRL74 million), leased
lines (+BRL23 million), IP services (+BRL9 million) and other
data service revenues (+BRL25 million).

Public telephones revenues increased by 9.0% (+BRL24 million)
compared to 2Q05, due to the 7.4% tariff adjustment, as well as
increased card sales in the period. Compared to 3Q04, revenues
grew by 8.6% (+BRL23 million) primarily as a result of tariff
adjustments.

Other services revenues dropped 9.3% from the previous quarter
(-BRL6 million), due to a quarterly reduction in revenues from
advanced voice services (-9.3%). Compared to 3Q04, revenues
increased 7.9%, boosted by advanced voice services (+8.2%),
particularly from the increase in 0500 / 0800 calls.

Wireless Services

Consolidated gross revenues from wireless services totaled R$
708 million, up 6.8% (+BRL45 million) from 2Q05, primarily
because of the increased number of "outgoing calls" (+BRL24
million).

Consolidated service revenues, excluding handset sales, grew by
9.9% in the quarter.

Compared to 3Q04, the increase in consolidated wireless revenues
amounted to 20.2%. Service revenues grew by 41.8% (average
customer base up 57.8%). Handset sale revenues decreased by
13.3% year over year.

Revenues from the usage of the wireless network in 3Q05 amounted
to BRL68 million - after elimination of BRL164 million relating
to TMAR, remained stable when compared to 2Q05.

Oi's gross revenues totaled BRL953 million in the quarter.
Service revenues (excluding handset sales) added up to BRL679
million, approximately 10.3% more than in 2Q05, mostly due to
the growth in outgoing calls. Net revenues reached BRL728
million (+6.3% on 2Q05 and 18.1% on 3Q04).

Average revenue per user (ARPU) was BRL20.60 in 3Q05, down 1.0%
from the previous quarter (BRL20.80), due to the strong growth
in the subscriber base during the period.

Revenues from wireless data services totaled BRL40 million,
increasing by 21.2% on 2Q05, and accounting for 5.9% of total
service revenues for the quarter.

Net revenues from the sale of 1,291 thousand handsets in the
quarter (+15.6% on 2Q05) amounted to BRL149 million (+2.8% on
2Q05).

Operating Costs And Expenses

Operating costs and expenses (ex-depreciation and amortization)
increased by 1.1% and 3.6% on 2Q05 and 3Q04, respectively.

When compared to 2Q05, the increase was mainly driven by third
party services and interconnection, partly offset by the
decrease of handset costs.

It should be noted that the Company made non-recurring
adjustments, which resulted in a BRL60 million reduction for the
quarter (2.4% of total).

With respect to 3Q04, the most significant changes arise from
the spin-off of Contax, impacting third party services and
personnel expenses. In fact, the increase in third party
services (+BRL295 million) was mainly offset by reduced
personnel expenses (-BRL139 million), besides other expenses
incurred by Contax, which are no longer reflected in the
consolidated results. Also noteworthy was the reduction in
handset costs (-BRL94 million) and interconnection (-BRL49
million).

- Interconnection costs increased by 5.2% (+BRL30 million) from
2Q05, mainly due to mobile interconnection rate (VU-M)
adjustments of 4.5% in July.

Compared to 3Q04, these costs fell by 7.5% (-BRL49 million), as
a result of a decrease in fixed-tomobile traffic and the market
share gains by Oi.

- Personnel expenses decreased 1.4% compared to 2Q05, as a
result of the 1.7% headcount reduction in the quarter.

Compared to 3Q04, these expenses decreased by 49.8%, mainly
driven by the spin off of Contax, bringing about an 82.7%
headcount reduction (19.2%, ex-Contax).

- SMP handset costs and others (COGS) decreased by 25.9% (-BRL65
million) compared to 2Q05, of which BRL58 million were due to
changes in the accounting criteria for deferral of postpaid
handset subsidies (BRL43 million non-recurring). In the absence
of this impact, handset costs would have been reduced by BRL7
million in the quarter.

Prior to 2Q05, the deferral of the subsidy (12-month period), of
BRL300 per subscriber - an amount equivalent to the fine that is
imposed for early cancellation - was based on net postpaid
subscriber additions. Beginning this quarter, the total deferral
is being calculated using gross additions, but the amount per
subscriber and the period remain unchanged.

In comparison with the same period of the previous year, these
costs declined by 33.6%, on account of the change in accounting
criteria and cost reductions on the handsets sold.

- Third party services rose by 7.0% (+BRL59 million) on 2Q05,
chiefly due to the increase in sales commissions (+BRL35
million, driven by the increase in sales of wireless postpaid
plans and ADSL), mailing and collection expenses (+BRL18 million
resulting from a new collection process that includes the
mailing of letters to our clients via certified post), as well
as plant maintenance expenses (+BRL6 million).

Compared to 3Q04, third party expenses grew by 48.8% (BRL295
million), primarily due to call center services (BRL96 million),
sales commissions (+BRL73 million), plant maintenance (+BRL38
million), mailing and collection (+BRL35 million), and
electricity expenses (+BRL21 million).

- Marketing expenses increased by 14.3% on 2Q05 (+BRL8 million),
due to higher sponsorship expenses, but fell 3.0% (-BRL2
million) on 3Q04. These expenses were equal to 1.5% of net
consolidated revenues (1.6% on 3Q04).

- Rental / Leasing / Insurance: these expenses increased by
19.3% in the quarter, mainly due to nonrecurring infrastructure
leasing expenses (+BRL28 million). Compared to 3Q04, these costs
increased by 27.2% (+BRL37 million), mainly because of such
leasing expenses.

- Provisions for doubtful accounts - PDA represented 2.1% of
consolidated gross revenues for the quarter (2Q05 - 2.0% and
3Q04 - 2.5%), and 2.3% on a year-to-date basis (9M04 - 2.8%).

PDA amounted to 1.2% of Oi's gross revenues for the quarter
(2Q05 - 1.2% and 3Q04 - 1.6%). At TMAR (parent company) PDA,
amounted to 2.2% of gross revenues (2Q05 - 2.1% and 3Q04 -
2.6%).

- Other operating expenses (revenues): these expenses decreased
by BRL25 million on the previous quarter, mainly driven by a
reduction in profit sharing provisions (-BRL30 million).

Compared to 3Q04, the BRL48 million increase in expenses is
mainly due to higher provisions for contingencies (+BRL13
million), as well as a reduction on recovered expenses and
bonuses received (-BRL24 million).

EBITDA

Consolidated EBITDA reached BRL1,748 million, a 5.0% rise over
the previous quarter (BRL1,664 million), corresponding to a
margin of 41.3% of net revenues (2Q05 - 40.4% and 3Q04 - 41.2%).

Several non-recurring items in the quarter, impacting both
revenues and expenses for the period, had no material impact on
consolidated EBITDA. In fact, adjusted EBITDA would be BRL1,746
million and adjusted margin would reach 40.7%.

In the first nine months of 2005, EBITDA totaled BRL5,081
million (41.1% margin), increasing by 5.6% from BRL4,810 million
in 9M04.

- TMAR recorded consolidated EBITDA of BRL1,750 million (+7.2%
on 2Q05). EBITDA margin was 41.3% (39.5% on 2Q05 and 41.0% on
3Q04).

- Oi recorded EBITDA of BRL165 million, with a 22.6% margin
(10.4% on 2Q05 and -3.1% on 3Q04).

Adjusted to the non-recurring adjustments regarding postpaid
handset subsidies, Oi's EBITDA would have reached BRL122
million, with a 16.7% margin.

Depreciation / Amortization

Depreciation and amortization expenses totaled BRL838 million in
3Q05, slightly below 2Q05 (-0.9%) and 5.3% down from 3Q04.

Year to date, compared to 9M04, these expenses decreased by
10.0% for the wireline business, and increased 23.6% for the
wireless business, resulting in a net decline of 5.9%.

Financial Results

Net financial expenses amounted to BRL401 million in 3Q05,
unchanged from the previous quarter, and BRL17 million lower
than in 3Q04, as detailed below:

Financial revenues were approximately BRL17 million below the
prior quarter figures, mostly as a result of the reduction in
financial discounts obtained in 2Q05, in the amount of BRL15
million.

Financial expenses decreased by BRL17 million compared to the
previous quarter. The main items are as follows:

1) Interest on loans and financing added up to BRL191 million,
slightly below the prior quarter levels (BRL7 million).

2) Exchange results on loans and financing represented expenses
of BRL192 million (a BRL35 million increase in the quarter),
arising from:

a) Foreign exchange and monetary variation revenues of BRL277
million, due to exchange gains of BRL296 million on foreign
currency loans, given the appreciation of the Real during the
period, and monetary variation expenses of BRL19 million;

b) Currency swap expenses of BRL469 million, arising from losses
of BRL203 million with exchange variations and from interest
expenses, CDI-based, of BRL266 million.

3) Other financial expenses totaled BRL235 million, a decrease
of BRL45 million on 2Q05, primarily due to the reduction in
"other" expenses, which resulted from non-recurring expenses
that happened in 2Q05 (monetary restatement of TMAR payables,
interest on ICMS tax and discounts given to Oi's resellers).

In the first nine-month period of 2005, net financial expenses
amounted to BRL1,187 million, a decrease of BRL99 million (-
7.7%) from the same period of 2004.

Net Income

Consolidated net income for the quarter amounted to BRL301
million (2Q05 - BRL204 million and 3Q04 - BRL159 million), equal
to BRL0.79 per share (US$0.34 per ADR). Year-to-date, net income
was BRL698 million, a 52.4% increase compared to the same period
in the previous year.

Debt

Consolidated gross debt, including swap contract results,
decreased by 6.0% compared to Jun/05, to BRL10,430 million at
the end of September 2005. Of this, 66% was denominated in
foreign currencies (September 2004 - 70%). The cash position in
Sep/05 was BRL3,839 million, representing 89% of short-term debt
balances.

The consolidated net debt of BRL6,592 million decreased BRL561
million from the previous quarter (-7.8%), and by BRL408 million
compared to September 2004 (-5.8%).

Local currency loans, which totaled BRL3,555 million at the end
of the period (34% of total debt), consisted of BRL2,096 million
due to BNDES at an average cost of TJLP + 4.2% p.a. and BRL1,286
million related to non-convertible debentures, bearing interest
at CDI + 0.7% p.a. and maturing in 2006.

Foreign currency loans in the amount of BRL4,807 million -
excluding swap results of BRL2,068 - bear interest at
contractual average rates of 6.1% p.a. for transactions in U.S.
dollar, 1.5% p.a. for transactions in Japanese yen, and 10.4%
p.a. for a basket of currencies (BNDES). Approximately 68% of
the foreign currency loans were subject to floating interest
rates.

Of the total foreign currency debt, 89% had some kind of hedge,
of which approximately 77% in foreign exchange swap transactions
(of which 85% are contracted through final maturity of the
related debts), and 23% in financial investments linked to
exchange variations.

Under exchange swap transactions, the exposure to foreign
currency fluctuations is transferred to local interest rates
(CDI). The average cost of swap transactions, at the end of the
quarter, was equal to 100.4% of the CDI rate (standing at 19.7%
on average in the quarter).

During the quarter, TMAR obtained funds totaling BRL215 million,
partly from BNDES (BRL80 million), and partly from ABN AMRO Bank
(BRL135 million).

Amortizations in the quarter were approximately BRL1,226
million, of which BRL656 million related to repayments of
principal and BRL570 million to cash interest expenses and
financial charges.

At the end of the quarter, funds owed by TMAR to TNL amounted to
BRL929 million.

Capital Expenditures

During the quarter, Capex totaled BRL524 million (12.4% of net
revenues), of which BRL382 million was allocated to the wireline
and BRL142 million to the wireless business.

Cash Flow

Consolidated cash flow from operations reached BRL1,444 million
in the quarter (2Q05 - BRL1,333 million and 3Q04 - BRL1,428
million), totaling BRL4,012 million in 9M05. The consolidated
free cash flow after investing activities amounted to BRL919
million (2Q05 - BRL817 million and 3Q04 - BRL828 million).

For 9M05, cash flow after investing activities totaled BRL2,512
million (BRL3,097 million in the same period of the previous
year). The year-on-year decrease is due to greater investments
made in the period (BRL360 million), as well as the difference
in changes in working capital (BRL499 million).

Main Events Of The Quarter

Telemar IR ranked first in Latin American Telecom industry
The 2005 annual Institutional Investor survey ranked Telemar's
Investor Relations (IR) team first in the Latin American Telecom
industry. The survey results are based upon responses from both
buy-side and sell-side analysts at the major banks and brokers
covering the industry in the region. This represents the second
consecutive year that Telemar ranked first in the survey.

This recognition underscores the commitment of Telemar's IR team
to a fair disclosure policy based on quality, timelines,
availability and completeness of information and analyses
disclosed by the Company to the market.

Interest on Capital (IOC) - FY 2005

At the end of August and September, TMAR declared IOC in the
amounts of BRL41 million and BRL92 million, respectively. IOC
declared for the year amounts to BRL695 million. It should be
kept in mind that the limit authorized by the Board for IOC in
the course of 2005 is BRL1 billion.

IOC declared by TMAR in 3Q05 totaled BRL264 million. The table
below shows IOC amounts declared by TMAR in 2005.

During the quarter, no IOC amounts were declared by TNL. The
total already declared by TNL for 2005 adds up to BRL182
million, equal to R$ 0.48 per share.

Telemar - Reduction in Debt Charges

Telemar Norte Leste successfully renegotiated interest rates on
a syndicated loan transaction (Oi financing), with an
outstanding balance of US$540 million. Annual spreads on LIBOR-
based interest rates were reduced from a range of 2.25% - 4.5%
to a range of 0.5% p.a. - 1.625% p.a. Such reduction results in
savings of approximately US$24 million at present value. A
pioneering approach of book building was used in a syndicated
loan.

Contax' Shares Start Trading

Shareholders of Tele Norte Leste (TNL) received Contax shares at
the end of August. TNL shareholders in Brazil received their
shares on August 26, 2005, and TNL started trading ex-Contax as
from August 29, 2005. TNE ADRs started trading ex-Contax as of
August 30, 2005.

New Deals, Products and Services

Oi Conta Total ("Total Account")

In August, Oi launched a new product targeted at the postpaid
segment, integrating wireline, wireless and Internet access
services. Three plans were launched, whereby customers are
allowed an unlimited number of local fixed-to-fixed calls -
subscription fees included -, unlimited dial-up or Velox 300 k
speed access to the Internet. Under these plans, customers are
also entitled to a certain amount of minutes (from 200 to 500)
of not-charged minutes to be used on Oi, fixed-to-mobile or
long-distance calls (or a combination of all types).

Oi Cartao Total ("Total Card")

Since August, prepaid customers who recharge their Oi card can
use their credits to make calls from their own Oi number, any
public telephone or any Telemar individual fixed-line telephone.
To activate this feature, customers call a 0800 number, and then
dial their Oi number, a password and the number of the telephone
to be called. Oi Cartao Total enables customers to place calls
for as low as BRL0.09 per minute.

Oi Special Credit and Virtual Recharge

Since early September, Oi Cartao and Oi Controle (a "hybrid"
postpaid/prepaid plan) customers are entitled to an advance
BRL3.00 credit, subject to a BRL0.25 fee, and both the credit
and fee are applied to the next recharge made by the customer.

Additionally, Oi Cartao customers can make virtual recharges for
BRL5.00, with a 10-day validity term.

Corporate Plans

In the third quarter, Oi launched two corporate plans: the "Oi
Chip Empresa", and "E-mail Movel" (mobile e-mail). Oi Chip
Empresa includes various services, such as call control, agenda,
telecheck, bank transactions, news and short messages. Under "E-
Mail Movel" plan, customers are granted online access through Oi
to their e-mails (Outlook or Lotus Notes), being able to receive
and send messages, download files, and remotely access their
agenda, via a GPRS interface.

CONTACT: TNE - INVESTOR RELATIONS
         Roberto Terziani
         E-mail: invest@telemar.com.br
         Tel: 55 21 3131 1208
         Fax: 55 21 3131 1155

         Carlos Lacerda
         E-mail: carlosl@telemar.com.br
         55 21 3131 1314
         Fax: 55 21 3131 1155

         THE GLOBAL CONSULTING GROUP
         Kevin Kirkeby
         E-mail: kkirkeby@hfgcg.com
         Tel: 1-646-284-9416
         Fax: 1-646-284-9494


TELEMAR: Dividend Set for for FY2005
------------------------------------
Telemar Norte Leste S.A. approved Wednesday declaration of
Interest on Capital ("IOC") in the amount of BRL69,994,193.02 to
be distributed along with the mandatory dividends to be declared
for 2005. The Company's proposal will be presented and voted on
at the 2005 General Shareholders' Meeting, to be held until
April 30, 2006. Following are the details:

Brazilian Record Date: October 31, 2005
Brazilian Ex-Date: November 01, 2005
Gross Dividend Rates:
  - Common shares: R$ 0.2785
  - Preferred shares Class A: R$ 0.3064
  - Preferred shares Class B: R$ 0.1892


TELEMAR: Welcomes New Chairman of the Board
-------------------------------------------
TELE NORTE LESTE PARTICIPACOES S.A. (NYSE: TNE) announced that
in a meeting held on October 26, 2005, TNE's board of directors
accepted the resignation of Mr. Fersen Lamas Lambranho from his
position as Chairman of the Board. All board members stressed
the excellent work and dedication of Mr. Lambranho - who will
remain a board member - during the one-year period he was in
charge.

During the same meeting, the board member Mr. Carlos Francisco
Ribeiro Jereissati was elected as the new Chairman of the Board
for the one-year period starting on November 01, 2005.

Mr. Jereissati, who was born on June 21, 1946, has served as a
member of TNL's Board of Directors since August 1998 and, as
Chairman of the Board, firstly from August 1998 to August 2000
and again from November 1, 2002 to October 29, 2003 . He is also
an Executive Officer and has been a member of the Board of
Directors of Telemar Participacoes S.A. since 1998. Mr.
Jereissati served as Chairman of the Board of Telemar
Participacoes from November 1998 to September 2000. He served as
a member of the Board of Directors of the Bovespa, as Vice
Chairman of the Board of Directors of Companhia Vidracaria Santa
Marina (Saint Gobain Group) and as President of the Executive
Council of the Brazilian Association of Shopping Malls
(Abrasce). He currently serves as Chief Executive Officer of the
Jereissati Group (La Fonte /Iguatemi) and is a member of the
Consultants Council of the Sao Paulo State Union of Real Estate
Companies (Secovi). He holds a degree in economics from
Mackenzie University of Sao Paulo.

CONTACT:  TNE - INVESTOR RELATIONS
          Roberto Terziani
          E-mail: invest@telemar.com.br
          Tel: 55 21 3131 1208

          Carlos Lacerda
          E-mail: carlosl@telemar.com.br
          TEL: 55 21 3131 1314
          Fax: 55 21 3131 1155
          URL: http://www.telemar.com.br/ir

          THE GLOBAL CONSULTING GROUP
          Kevin Kirkeby
          E-mail: kkirkeby@hfgcg.com
          Tel: 1-646-284-9416/ Fax: 1-646-284-9494


VARIG: GECAS & JP Morgan Respond to Court's Show Cause Order
------------------------------------------------------------
GE Commercial Aviation Services, LLC, and JPMorgan Chase Bank
submitted their responses to the U.S. Bankruptcy Court for the
Southern District of New York regarding the turnover of certain
of VARIG, S.A. and its debtor-affiliates' properties.

As reported in the Troubled Company Reporter on Oct. 11, 2005,
the Hon. Robert Drain directed GECAS and JPMorgan show cause
before the U.S. Bankruptcy Court as to why an order should not
be issued compelling them to deliver certain property of the
Foreign Debtors' estate, or the proceeds of the property, to the
Foreign Representatives.

                  Responses to Show Cause Order

(1) JPMorgan

In response to the Bankruptcy Court's Show Cause Order, JPMorgan
Chase Bank, N.A., tells Judge Drain that it will not distribute
or transfer the funds in its Account No. 10207801 to any entity
until directed by a final Court order, in compliance with its
duties and obligations under an Account Control Agreement dated
as of May 20, 2004, with VARIG, S.A., as pledgor, and GE
Commercial Aviation Services LLC, as secured party.

Kevin J. Smith, Esq., at Kelley Drye & Warren LLP, in New York,
says the Brazilian Court's decision and the Bankruptcy Court's
Preliminary Injunction Order fail to set forth clearly which
entity -- the Foreign Representatives or GECAS -- is entitled to
distribution of the funds in the Collateral Account.

JPMorgan is the Depository Bank under the Account Control
Agreement.

Pursuant to the Account Control Agreement and a Security
Assignment dated as of March 5, 2004, between VARIG and GECAS,
VARIG pledged to and granted GECAS a security interest in the
Collateral to be held and maintained by JPMorgan in VARIG's
account.  As of October 7, 2005, JPMorgan held, and continues to
hold and maintain, $9,744,893 as Collateral in Account No.
10207801.

Accordingly, JPMorgan asks Judge Drain to direct it to transfer
the Collateral to GECAS or to the Foreign Representatives or
maintain and hold the Collateral until the U.S. Court issues a
final Order concerning the ownership of the Collateral.

(2) GECAS

Richard P. Krasnow, Esq., at Weil, Gotshal & Manges LLP, in New
York, informs the Bankruptcy Court that the Brazilian Court's
order directing GECAS to immediately return to VARIG any amounts
it received after June 17, 2005, is currently on appeal before
the State of Rio de Janeiro Court of Justice.

Mr. Krasnow tells Judge Drain that at the heart of the appeal is
the fact that due to miscommunication on the part of the
Brazilian Court judges, or the intentional disregard of GECAS'
due process rights, the judge who rendered the GECAS Decision
failed to consider the opposition papers and did not afford it
the opportunity to be heard before rendering the GECAS Decision.

The process by which the Foreign Debtors procured the GECAS
Decision, Mr. Krasnow notes, raises serious concerns and abuses
that are "abhorrent to the principles of comity embodied by
Section 304 of the Bankruptcy Code."

Mr. Krasnow contends that the turnover of property is
inappropriate while the appeal is pending, particularly since
GECAS has requested a stay pending its appeal.

Mr. Krasnow further argues that the Foreign Debtors' request
falters on procedural grounds, as they "concededly" fail to
comply with Rule 7001 of the Federal Rules of Bankruptcy
Procedure or the limited exception available if properly plead
in a Section 304 petition.

Mr. Krasnow explains that in a Section 304 proceeding, judicial
economy may satisfy acceptance of the initial petition
commencing the ancillary proceeding as a sufficient means by
which to initiate a turnover action.  To obtain the benefit of
that procedural exception, the petition must "actually request"
turnover to overcome the Bankruptcy Rule 7001 requirements.

Accordingly, GECAS proposes that the Bankruptcy Court should not
even consider the Foreign Debtors' request until GECAS' stay
motion is determined by the appropriate Brazilian Court.

However, Mr. Krasnow says, even if the Bankruptcy Court should
conclude otherwise, or the stay should be denied, turnover is
still inappropriate especially in light of the Foreign Debtors'
acknowledgment in respect of their initial unsuccessful turnover
request that GECAS is certainly adequately capitalized to return
the funds currently in its possession at a later date if
required.

Notwithstanding the Foreign Debtors' demand for turnover of the
Cash Collateral and the myriad of procedural defects underlying
the GECAS Decision, GECAS is willing to agree that all Cash
Collateral it received after June 17, 2005, be placed in escrow,
subject to the condition that the JPMorgan account into which
the IATA receivables were deposited serves as the Cash
Collateral's designated account to avoid any irreparable harm
and prejudice to GECAS.

The Foreign Debtors' obligations owed to GECAS are secured by
revenues generated from air travel sales in France and the
United Kingdom received from IATA and deposited as Cash
Collateral in a JPMorgan account located in New York.

"This arrangement will preserve the status quo while the
Brazilian appeal is pending, and other issue raised by the
parties' disputes are adjudicated in the appropriate courts,"
Mr. Krasnow tells Judge Drain.

With respect to the Foreign Debtors' request that JPMorgan turn
over the Cash Collateral in its escrow account, GECAS asks the
Bankruptcy Court to deny it since that request has not been
granted by the Brazilian Court.

                 Foreign Representatives Respond

"The [r]esponse of GECAS to the Motion is a series of
misstatements, mischaracterizations, and arguments that
altogether miss the point," Rick B. Antonoff, Esq., at Pillsbury
Winthrop Shaw Pittman LLP, in New York, asserts.  "Contrary to
what GECAS says . . . neither the Foreign Debtors nor the
Brazilian Court is attempting to strip GECAS of its security
interest, and GECAS' due process rights were not denied during
the procedures leading to the September 22, 2005 GECAS Decision
by the Brazilian Court."

As to procedural matters, Mr. Antonoff explains that GECAS'
requests to the Brazilian Court for reconsideration of the GECAS
Decision and to the appellate court for suspension of the GECAS
Decision pending appeal were both denied.  "It is worth noting
that in denying both requests, both courts had GECAS' due
process arguments squarely before them," Mr. Antonoff says.

Mr. Antonoff further asserts that GECAS' arguments fail because:

   (1) the Motion is procedurally proper under the case's
       circumstances;

   (2) request is not inconsistent with case law precedent in
       the Circuit, including In re Treco, 240 F3d 148 (2d Cir.
       2001); and

   (3) GECAS cannot reasonably insist that it did not receive
       funds from the Foreign Debtors simply because JPMorgan
       disbursed the funds, particularly in light of the
       discussion of property ownership in the Second Circuit's
       decision JP Morgan Chase Bank v. Altos Hornos de Mexico.
       S.A. de C.V., 412 F.3d 418, 427 (2d Cir. 2005).

Because the purpose of requesting turnover in a Section 304
petition is to put a party-in-possession of a foreign debtor's
property on notice, then when a party not yet in possession of
property has notice from a Section 304 petition, that party
should be deemed to be on notice that if it takes the debtor's
property, it does so subject to rights that first arise on that
taking, including subsequent property turnover.

Mr. Antonoff relates that according to GECAS, it received no
amounts from VARIG.  Instead, all funds were received from
JPMorgan.  Like the secured creditor's arguments in Altos
Hornos, the secured creditor contended that it owned the assets
in a collection account into which the foreign debtor's
customers deposited proceeds of receivables pledged to the
creditor.

Furthermore, Mr. Antonoff affirms that the turnover of the funds
by GECAS does not violate U.S. public policy because to the
extent GECAS holds a valid security interest in a portion of the
funds, that interest will be protected under Brazilian law by
holding the funds in escrow as contemplated by Article 49,
Section 5 of the New Brazilian Reorganization Law.

Mr. Antonoff maintains that it is appropriate for the U.S. Court
to extend the comity to the ruling of the Brazilian Court and
enforce the GECAS decision.

Accordingly, the Foreign Representatives ask Judge Drain to:

   -- direct GECAS to turn over to them the funds in its
      possession that are proceeds of the Foreign Debtors'
      receivables; and

   -- direct JPMorgan to turn over to them the funds in its
      Collateral Account.

Headquartered in Rio de Janeiro, Brazil, VARIG S.A. is Brazil's
largest air carrier and the largest air carrier in Latin
America. VARIG's principal business is the transportation of
passengers and cargo by air on domestic routes within Brazil and
on international routes between Brazil and North and South
America, Europe and Asia.  VARIG carries approximately 13
million passengers annually and employs approximately 11,456
full-time employees, of which approximately 133 are employed in
the United States.

The Company, along with two affiliates, filed for a judicial
reorganization proceeding under the New Bankruptcy and
Restructuring Law of Brazil on June 17, 2005, due to a
competitive landscape, high fuel costs, cash flow deficit, and
high operating leverage.  The Debtors may be the first case
under the new law, which took effect on June 9, 2005.  Similar
to a chapter 11 debtor-in-possession under the U.S. Bankruptcy
Code, the Debtors remain in possession and control of their
estate pending the Judicial Reorganization.  Sergio Bermudes,
Esq., at Escritorio de Advocacia Sergio Bermudes, represents the
carrier in Brazil.

Each of the Debtors' Boards of Directors authorized Vicente
Cervo as foreign representative.  In this capacity, Mr. Cervo
filed a Sec. 304 petition on June 17, 2005 (Bankr. S.D.N.Y. Case
Nos. 05-14400 and 05-14402). Rick B. Antonoff, Esq., at
Pillsbury Winthrop Shaw Pittman LLP represents Mr. Cervo in the
United States.  As of March 31, 2005, the Debtors reported
BRL2,979,309,000 in total assets and BRL9,474,930,000 in total
debts. (VARIG Bankruptcy News, Issue No. 10; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


VARIG: French Firm Looks to Take Part in Turnaround
---------------------------------------------------
French company ATS International has made an offer to
participate in the restructuring of troubled Brazilian airline
Varig SA, reports AFX. Brazilian state-owned development bank
BNDES, which made the announcement, said ATS, a unit of Groupe
Aeroconseil, did not provide details of the offer.

Early last week, TAP Portugal said it is ready to inject about
US$500 million into Varig in return for a 20% stake. TAP CEO
Fernando Pinto said he expects a response from Varig by the end
of the year.

In addition, TAP has made a proposal to acquire Varig's freight
unit Varig Log and aircraft maintenance subsidiary Varig Vem.

Benefits from TAP taking a stake in Varig would include access
to a much larger market and synergies from within the Star
Alliance, Pinto said.

Reports have it that TAP and BNDES are offering to inject US$62
million immediately and TAP's investment could reach US$500
million.

"TAP and a group of investors have the financial conditions in
place to acquire the two companies," A TAP executive said,
adding that BNDES would finance two thirds of the purchase of
the shares in the two businesses.



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

APEX TRIMARAN: Final General Meeting to be Held Nov. 17
-------------------------------------------------------
          APEX (TRIMARAN) CDO I, LTD.
          (In Voluntary Liquidation)
       The Companies Law (2004 Revision)
                  Section 145

NOTICE is hereby given pursuant to Section 145 of the Companies
Law that the final general meeting of the above-named company
will be held at the offices of Maples Finance Limited,

Queensgate House, George Town, Grand Cayman, Cayman Islands, on
17th November 2005 for the purpose of presenting to the members
an account of the winding up of the company and giving any
explanation thereof.

CONTACT:  MARTIN COUCH and JOHANN LE ROUX
          Joint Voluntary Liquidators
          Maples Finance Limited, P.O. Box 1093GT
          Grand Cayman, Cayman Islands.


BCH CAPITAL: Members to Review Liquidation Progress
---------------------------------------------------
                     BCH Capital Limited
                  (In Voluntary Liquidation)
                      The Companies Law
                         Section 145

NOTICE is hereby given pursuant to Section 145 of the Companies
Law that the final general meeting of the sole Shareholder of
BCH Capital Limited will be held on November 21, 2005 for the
purpose of enabling the members to review an account of the
winding up of the Company and to request any explanation
thereof.

CONTACT: Mr. Pablo Rodriguez Muller, Voluntary Liquidator
         Joannah Bodden, Maples and Calder
         P.O. Box 309GT, Grand Cayman
         Cayman Islands


CASTLEBAR LEASING: Sets Extraordinary Final Meeting
---------------------------------------------------
                   Castlebar Leasing Limited
                  (In Voluntary Liquidation)
               The Companies Law (2004 Revision)

NOTICE is hereby given pursuant to section 145 of the Companies
Law (2004 Revision) that the extraordinary final meeting of
Castlebar Leasing Limited will be held on November 3, 2005 at
Caledonian House, 69 Dr. Roy's Drive, George Town, Grand Cayman,
Cayman Islands, for the purpose of presenting to the members an
account of the winding up of the Company and giving any
explanation thereof.

CONTACT: Griffin Management Limited, Voluntary Liquidator
         Caledonian Bank & Trust Limited
         Caledonian House, P O Box 1043 GT
         Grand Cayman, Cayman Islands


COVINGTON FINANCE: Extraordinary Final Meeting Set for Nov. 3
-------------------------------------------------------------
                    Covington Finance LTD.
                  (In Voluntary Liquidation)
               The Companies Law (2004 Revision)

NOTICE is hereby given pursuant to section 145 of the Companies
Law (2004 Revision) that the extraordinary final meeting of
Covington Finance LTD. will be held on November 3, 2005, at
Caledonian House, 69 Dr. Roy's Drive, George Town, Grand Cayman,
Cayman Islands for the purpose of presenting to the members an
account of the winding up of the company and giving any
explanation thereof.

CONTACT: Griffin Management Limited, Voluntary Liquidator
         Caledonian Bank & Trust Limited
         Caledonian House, P O Box 1043 GT
         Grand Cayman, Cayman Islands


DOWNTON LIMITED: Extraordinary Final Meeting Set for Nov. 18
------------------------------------------------------------
                DOWNTON LIMITED
            (In Voluntary Liquidation)
        The Companies Law (2004 Revision)

NOTICE IS HEREBY GIVEN, pursuant to section 145 of the Companies
Law, that the extraordinary final meeting of the sole
shareholder of the above company will be held on the 18th
November 2005.

The purpose of said extraordinary meeting of the sole
shareholder is to have laid before him the report of the
liquidator, showing the manner in which the winding-up of the
company has been conducted, the property of the company
distributed and the debts and obligations of the company
discharged and giving any explanation thereof.

CONTACT: COMMERCE CORPORATE SERVICES LIMITED
         Voluntary Liquidator
         PO Box 694, Grand Cayman
         Telephone: 949 8666
         Facsimile: 949 7904


EDS STRATEGIC: To Present Winding Up Account to Members
-------------------------------------------------------
                    EDS Strategic Funding Ltd.
                    (In Voluntary Liquidation)
                 The Companies Law (2004 Revision)
                            Section 145

NOTICE is hereby given pursuant to Section 145 of the Companies
Law that the final general meeting of EDS Strategic Funding Ltd.
will be held at the offices of Maples Finance Limited,
Queensgate House, George Town, Grand Cayman, Cayman Islands, on
November 17, 2005 for the purpose of presenting to the members
an account of the winding up of the Company and giving any
explanation thereof.

CONTACT: Messrs. Johann Le Roux and Jon Roney
         Joint Voluntary Liquidators
         Maples Finance Limited
         P.O. Box 1093GT
         Grand Cayman, Cayman Islands


GENOA SILVER: To Authorize Liquidator to Retain Company Records
---------------------------------------------------------------
                     Genoa Silver Thatch Ltd.
                    (In Voluntary Liquidation)
                 The Companies Law (2004 Revision)

Pursuant to section 145 of the Companies Law (2004 Revision),
the final meeting of the sole shareholder of Genoa Silver Thatch
Ltd. will be held at the offices of Close Brothers (Cayman)
Limited, 4th Floor Harbour Place, George Town, Grand Cayman, on
November 24, 2005, at 10:00 a.m.

Business:

1. To lay accounts before the meeting, showing how the winding
up has been conducted and how the property has been disposed of,
as at final winding up on November 24, 2005.

2. To authorize the liquidator to retain the records of the
company for a period of six 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 his stead. A
proxy need not be a member or a creditor.

CONTACT: Mr. Linburgh Martin, Joint Voluntary Liquidator
         Thiry Gordon
         Close Brothers (Cayman) Limited
         Fourth Floor, Harbour Place
         P.O. Box 1034GT, Grand Cayman
         Telephone: (345) 949 8455
         Facsimile: (345) 949 8499


INFINITY OFFSHORE: Required Informational Meeting Set
-----------------------------------------------------
                    Infinity Offshore Series Fund
                      (In Voluntary Liquidation)
                   The Companies Law (2004 Revision)
                      (In Voluntary Liquidation)
                   The Companies Law (2004 Revision)

Pursuant to section 145 of the Companies Law (2004 Revision),
the final meeting of the sole shareholder of Infinity Offshore
Series Fund will be held at the offices of Close Brothers
(Cayman) Limited, 4th Floor Harbour Place, George Town, Grand
Cayman, on November 24, 2005, at 10:00 a.m.

Business:

1. To lay accounts before the meeting, showing how the winding
up has been conducted and how the property has been disposed of,
as at final winding up on November 24, 2005.

2. To authorize the liquidator to retain the records of the
company for a period of six 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 his stead. A
proxy need not be a member or a creditor.

CONTACT: Mr. Linburgh Martin, Joint Voluntary Liquidator
         Thiry Gordon
         Close Brothers (Cayman) Limited
         Fourth Floor, Harbour Place
         P.O. Box 1034GT, Grand Cayman
         Telephone: (345) 949 8455
         Facsimile: (345) 949 8499


JF ASIAN: Final General Meeting Set for Nov. 17
-----------------------------------------------
                     JF Asian Realty Inc.
                  (In Voluntary Winding Up)
              The Companies Law (2004 Revision)

NOTICE is hereby given pursuant to Section 145 of the Companies
Law that the final general meeting of JF Asian Realty Inc. will
be held at 2105 Vicwood Plaza, 199 Des Voeux Road Central, on
November 25, 2005, for the purpose of presenting to the members
an account of the winding up of the Company and giving any
explanation thereof.

CONTACT: Mr. David Holdsworth
         c/o Maples And Calder, Attorneys-at-law
         P.O. Box 309GT, Ugland House
         South Church Street, George Town
         Grand Cayman, Cayman Islands


KOREA ASSET: To Hold Final General Meeting Nov. 17
--------------------------------------------------
                Korea Asset Funding 2000-1 Limited
                    (In Voluntary Liquidation)
                 The Companies Law (2004 Revision)
                            Section 145

NOTICE is hereby given pursuant to Section 145 of the Companies
Law that the final general meeting of Korea Asset Funding 2000-1
Limited will be held at the offices of Maples Finance Limited,
Queensgate House, George Town, Grand Cayman, Cayman Islands, on
November 17, 2005 for the purpose of presenting to the members
an account of the winding up of the Company and giving any
explanation thereof.

CONTACT: Messrs. Chris Watler and Johann Le Roux
         Joint Voluntary Liquidators
         Maples Finance Limited
         P.O. Box 1093GT
         Grand Cayman, Cayman Islands


KYLAR LIMITED: Creditors to Present Claims to Liquidator
--------------------------------------------------------
                          Kylar Limited
                    (In Voluntary Liquidation)

                               And

        IN THE MATTER OF THE COMPANIES LAW (2004 REVISION)

NOTICE IS HEREBY GIVEN that the creditors of Kylar Limited,
which is being wound up voluntarily, are required on or before
November 17, 2005 to send in their names and addresses and the
particulars of their debts or claims and the names and addresses
of their attorneys at law (if any) to the undersigned the
Liquidator of the said company and if so required by notice in
writing from the said Liquidator either by their attorneys at
law or personally to come in and prove the said debts or claims
at such time and place as shall be specified in such notice or
in default thereof they will be excluded from the benefit of any
distribution made before such debts are proved.

CONTACT: Executive Holdings Limited
         James Coyle, President
         c/o Guaranty Trust Bank Limited
         Lyford Manor, Lyford Cay
         West Bay Street, Nassau, Bahamas



KYLAR LIMITED: Sets Final General Meeting for Nov. 17
-----------------------------------------------------
                            Kylar Limited
                      (In Voluntary Liquidation)
                   The Companies Law (2004 Revision)
                             Section 145

NOTICE is hereby given pursuant to Section 145 of the Companies
Law that the Final General Meeting of Kylar Limited will be held
at the offices of Guaranty Trust Bank Limited, Lyford Manor,
Lyford Cay, West Bay Street, Nassau, Bahamas on November 17,
2005, at 10:00 a.m. for the purpose of presenting to the members
an account of the winding up of the Company and giving any
explanation thereof.

CONTACT: Executive Holdings Limited
         James Coyle, President
         c/o Guaranty Trust Bank Limited
         Lyford Manor, Lyford Cay
         West Bay Street, Nassau, Bahamas


MFS MERIDIAN ASIAN: Final General Meeting Scheduled for Nov. 28
---------------------------------------------------------------
                 MFS Meridian Asian Dynasty Fund
                   (In Voluntary Liquidation)
                The Companies Law (2004 Revision)

Pursuant to section 145 of the Companies Law (2004 Revision),
the final meeting of the sole shareholder of MFS Meridian Asian
Dynasty Fund will be held at the offices of Close Brothers
(Cayman) Limited, 4th Floor Harbour Place, George Town, Grand
Cayman, on November 28, 2005, at 10:00 a.m.

Business:

1. To lay accounts before the meeting, showing how the winding
up has been conducted and how the property has been disposed of,
as at final winding up on November 28, 2005.

2. To authorize the liquidator to retain the records of the
company for a period of six 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 his stead. A
proxy need not be a member or a creditor.

CONTACT: Mr. Linburgh Martin, Joint Voluntary Liquidator
         Thiry Gordon
         Close Brothers (Cayman) Limited
         Fourth Floor, Harbour Place
         P.O. Box 1034GT, Grand Cayman
         Telephone: (345) 949 8455
         Facsimile: (345) 949 8499


MFS MERIDIAN: Enters Voluntary Wind Up
--------------------------------------
             MFS Meridian Emerging Markets Debt Fund
                   (In Voluntary Liquidation)
                The Companies Law (2004 Revision)

The following special resolution was passed by the sole
shareholder of MFS Meridian Emerging Markets Debt Fund at an
extraordinary general meeting of the shareholders held on
September 28, 2005:

"That the company be voluntarily wound up and that Linburgh
Martin and John Sutlic, of P.O. Box 1034GT, Grand Cayman, be and
are hereby appointed Joint Liquidators, to act jointly and
severally, for the purposes of such winding up."

Creditors of the Company are to prove their debts or claims on
or before November 17, 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: Mr. Linburgh Martin, Joint Voluntary Liquidator
         Thiry Gordon
         Close Brothers (Cayman) Limited
         Fourth Floor, Harbour Place
         P.O. Box 1034GT, Grand Cayman
         Telephone: (345) 949 8455
         Facsimile: (345) 949 8499



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

PLACER DOME: To Sell Cerro Casale Stake to Bema & Arizona Star
--------------------------------------------------------------
Placer Dome Inc. (Placer Dome), Bema Gold Corporation (Bema) and
Arizona Star Resources Corp. (Arizona Star) have agreed in
principle whereby Placer Dome will sell its interest in Compania
Minera Casale, the company holding the Cerro Casale project, to
Bema and Arizona Star in return for contingent payments.

Bema and Arizona Star will jointly pay to Placer Dome $10
million upon a decision to construct a mine at Cerro Casale and
either (a) a gold payment beginning 12 months after commencement
of production consisting of 10,000 ounces of gold per year for
five years and 20,000 of gold per year for a subsequent seven
years; or (b) a cash payment of $70 million payable when a
construction decision is made, at the election of Bema and
Arizona Star.

Placer Dome President and CEO Peter Tomsett said: "We did not
see a reasonable likelihood of Cerro Casale meeting our current
investment requirements. Completing this agreement will allow us
to focus our efforts and resources on project development
opportunities that will add greater value to our shareholders
while recovering our expenditure on Cerro Casale should a mine
be developed."

"We are pleased to have reached this agreement which, upon
completion, will allow Bema and Arizona Star to pursue other
opportunities for the development of Cerro Casale and allow
Placer Dome a mechanism to recover their investment upon the
project's successful development," commented Clive Johnson,
President and CEO of Bema. "Placer Dome spent considerable time
and effort on the project and their work and technical expertise
added significant value to the property."

The transaction is expected to close by the end of 2005 and is
subject to certain conditions including settlement of definitive
agreements.

Placer Dome employs 13,000 people at 16 mining operations in
seven countries. The Vancouver-based company's shares trade on
the Toronto, New York, Swiss and Australian stock exchanges and
Euronext-Paris under the symbol PDG.

CONTACT: Investor Relations:
         Greg Martin (604) 661-3795
         Meghan Brown (604) 661-1577

         Media Relations:
         Gayle Stewart (604) 661-1911
         Toll-free within North America: 1-800-565-5815

         Head office
         Suite 1600, Bentall IV
         1055 Dunsmuir Street
         (PO Box 49330, Bentall Postal Station)
         Vancouver, B.C. Canada V7X 1P1
         Tel: (604) 682-7082
         URL: www.placerdome.com



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

BAVARIA: Moody's Confirms Ba3 Rating
------------------------------------
Moody's Investors Service confirmed Thursday the Baa1 long-term
debt ratings of SABMiller plc ("SABMiller") and Miller Brewing
Company ("MBC") -- a wholly-owned subsidiary of SABMiller. The
Baa1 ratings rely fully on the supporting guarantee structures
and are considered adequately positioned within the rating
category. This confirmation concludes the rating review
initiated on 19 July 2005 when SABMiller announced that it would
acquire the Colombian brewer Bavaria S.A. ("Bavaria"). The
rating outlook is stable. At the same time, Moody's also
confirmed the Ba3 long-term debt rating of Bavaria. This
confirmation concludes the rating review initiated on 19 July
2005. The rating outlook is positive.

On 12 October 2005, SABMiller completed the acquisition of a
controlling interest in Bavaria, South America's second-largest
beer producer. On 19 July 2005, SABMiller and Bavaria's main
shareholder, the Santo Domingo Group (SDG), had entered into an
agreement, under which a wholly owned subsidiary of SABMiller
would be merged with a subsidiary of BEVCO LLC ("BC"), the
holding company for SDG's interest in Bavaria, and would thereby
take control of BC's indirect 71.8% interest in Bavaria. In
return, SABMiller issued to BC 225 million new ordinary shares
representing an economic interest of approximately 15.1% in
SABMiller (the value of the SDG stake is approx. US$3.5
billion). Following completion of this transaction, SABMiller
will make a cash offer to acquire all of the shares held by
minority public shareholders of Bavaria for a total cash
requirement of US$1.4 billion (assuming 100% acceptance). In
addition, SABMiller will acquire the outstanding minority
interests in Cerveceria Leona SA, a subsidiary of Bavaria in
Colombia, for US$176 million in cash on completion as well as
minority interests in Peru and Ecuador for a total of US$555
million. SABMiller also consolidated Bavaria's existing net
debt, which amounted to US$1.9 billion as at 31 December 2004.

SABMiller's rating confirmation reflects:

(1) Moody's view that SABMiller's credit metrics will remain in
line with the Baa1 rating category after the acquisition of
Bavaria, and the expectation that this profile should be
maintained over the intermediate term.

(2) The increased geographic diversification and dominant market
positions in four South American countries provided by
SABMiller's acquisition of Bavaria, with 99% of the beer market
in Colombia and Peru, 93% in Ecuador and 79% in Panama.

(3) The expectation that volumes in Bavaria's markets should
grow by approximately 4% over the next 5 years, based mainly on
population growth rates above world average, good demographics
with 40% of the population under 19 years of age, and relatively
good regional economic growth. There is also a potential upside
in per capita consumption (i.e. 31 litres on average in
Bavaria's four markets in 2004), which has been below the 2004
Latin American average of 43 litres.

(4) SABMiller's good track record in integrating acquisitions,
and management's capacity to deliver improvements in operating
efficiencies and operating performance of acquired businesses.

However, the ratings also factor in the following:

(1) Additional potential cash-flow volatility as Bavaria's
business is exclusively located in South America with a strong
concentration in Colombia (58% of EBITA is generated in this
country).

(2) The credit profile of Bavaria, which is significantly weaker
than that of SABMiller.

(3) Some integration risks, as the Bavaria group comprises
several companies, for which SABMiller will have to harmonise
strategies and systems.

(4) The increased complexity of the group's legal structure and
additional level of structural subordination.

The stable rating outlook reflects the generally stable volume
consumption characteristics of the beer sector, the leading
positions enjoyed by SABMiller in its key markets and the
agency's expectation of moderate, non-business transforming
acquisition activity over the intermediate term. Should the
company fail to maintain a ratio of Adjusted RCF/Pension-
Adjusted Net Debt in the mid twenties and a Total Cover above 5
times, the rating could come under pressure.

STRUCTURAL CONSIDERATIONS

MBC is an operating company, which relies upon the cash-flows
generated by its business for debt service. SAB Miller Finance
B.V. and SABMiller are both holding companies and their cash-
flows are wholly reliant upon upstreamed dividends, royalties
and management fees from operating subsidiaries. To avoid the
structural subordination issue created by the acquisition of MBC
by SABMiller, cross-guarantees have been put in place between
MBC, SABMiller and SABMiller Finance B.V.

However, the acquisition of Bavaria has created new structural
subordination issues. Bavaria had gross debt of approximately
US$2.2 billion at the end of December 2004. This debt is not
guaranteed by SABMiller and is therefore priority debt. Moody's
regards the level of structural subordination of the SABMiller
group as currently material. The agency has decided not to apply
any notching to the senior unsecured debt ratings, as it takes
account of the expectation that the level of structural
subordination will reduce over the intermediate term. If this
were not the case, Moody's could consider adjusting the rating
of the group's bonds by one notch.

Factoring in the actual cash-flows received by the holding
companies, those generated by MBC and an estimate for Bavaria
against the debt at MBC aggregated with the debt located at or
guaranteed by SABMiller and SABMiller Finance B.V., Moody's
estimates Adjusted RCF/Adjusted Debt to be in the mid-teens as
at 31 March 2005 on a pro forma basis. Moody's recognises that
this estimate considers only the actual cash-flows received by
the holding companies and not the incremental cash-flows that
could be made available by the operating businesses to the
centre. The agency recognises that although this measure is
rather weak, it takes additional comfort in the company's
ability to marshal the resources of the group.

LIQUIDITY

SABMiller's liquidity is considered to be satisfactory and is
underpinned by (i) significant cash and liquid investments which
amounted to US$1.1 billion as at 31 March 2005, (ii) relatively
predictable cash-flows generated by the business and limited
seasonality and (iii) the group's new 364-day US$3.5 billion
bridge facility, which will be used to finance the acquisition
of Bavaria's minorities and refinance the existing US$1.0
billion syndicated facility. SABMiller's US$3.5 billion bridge
facility contains a term-out option, which is at the company's
discretion. It also includes a MAC at signing only and two
financial covenants (i.e., EBITDA/Gross Finance Charges and
Consolidated Borrowings/EBITDA), for which SABMiller is
currently considered to have comfortable room. However, Moody's
would expect the company to improve its debt maturity profile
over the coming months.

Bavaria's rating confirmation reflects the company's continuing
dominance in its markets, where it has been implementing
marketing and distribution initiatives which should lead to
efficiency gains, but it also takes account of (i) the inherent
complexity of the group legal structure, (ii) existing
inefficiencies related to the company's complex organisation,
and (iii) the concentration of its revenues and cash flows in
volatile economies.

The positive rating outlook reflects Moody's expectation that
(i) SABMiller's proven track record at integrating companies in
emerging markets should translate into the rationalisation of
Bavaria's activities and should result in improved efficiencies
and (ii) Bavaria may become more integrated over time, which
could narrow the gap between Bavaria's rating and that of
SABMiller.

The debt ratings affected by the rating action are:

- The rating of SABMiller's US$300 million guaranteed notes due
2033: confirmed at Baa1.

- The rating of MBC's US$1.1 billion guaranteed notes due 2013:
confirmed at Baa1.

- The rating of MBC's US$600 million guaranteed notes due 2008:
confirmed at Baa1.

- The rating of Bavaria's US$500 million senior notes due 2010:
confirmed at Ba3.

Headquartered in Woking, UK, SABMiller is the world's second-
largest brewer with leading positions in its key markets (e.g.,
South Africa, the United States and the Czech Republic).
SABMiller also has a significant presence in the African soft
beverage sector. It had revenues of US$12.9 billion in the
fiscal year ended 31 March 2005.

Headquartered in Bogota, Bavaria is South America's second-
largest brewer with sales for the last twelve months ending in
the first quarter of 2005 of approximately US$2 billion and
annual volumes for 2004 of 28.6 million hectolitres.



===================
C O S T A   R I C A
===================

RICA FOODS: Reaches Agreement to Divest Restaurantes
----------------------------------------------------
Rica Foods, Inc (Amex: RCF) announced Thursday that it has
signed a Sale of Corporate Assets Agreement (the "Sale
Agreement") for the sale of assets, control and the operation of
Restaurantes As, S.A. ("Restaurantes"), operated under a third
level Costa Rican subsidiary of RCF, Planeta Dorado, S.A., in a
cash transaction totaling US $2,100,000 (two million one hundred
thousand US dollars).

The sale is structured for RCF's subsidiary to receive from the
purchaser, Hispanic Coalition, S.A., a Costa Rican corporation
owned and managed by Jorge Alcazar Morales, with vast experience
and recognition in the fast food industry, an initial payment of
US $1,500,000 (one million five hundred thousand US dollars)
upon the closing of the transaction, scheduled for November 10,
2005 and US $600,000 (six hundred thousand US dollars) in a
three year term promissory note with yearly installments of US
$200,000 (two hundred thousand US dollars).

Pursuant to the terms and conditions of the Sale Agreement, the
25 quick service unit restaurant chain will be operated by
Hispanic, but Corporacion Pipasa, S.A., RCF's subsidiary and
Costa Rica's largest poultry producer, will continue to supply
its chicken for a period of at least 10 years.

"The corporate decision on the spin off of the restaurant chain
spin will enable RCF to concentrate on their core business. Our
aim is to carve our niche and position our brands with
specificity in the local and foreign markets, while
concentrating on the production and sale of poultry, further
processed products, animal feed concentrate and pet food," said
Mr. Pedro Dobles, RCF's Chief Executive Officer.

"The Company had been evaluating the spin off of Restaurantes As
de Oros for some time now. Even though it was attractive to
operate the 25 quick service restaurant chain, time has proved
our initial intent to dispose of it correctly. Our long term
interest has been to focus on maintaining Restaurantes As de
Oros as a client of our Costa Rican subsidiary. We are proud to
announce that Restaurantes As de Oros will continue to enjoy our
first quality poultry products," Mr. Victor Oconitrillo, Rica's
Chairman and President, concluded.

Planeta Dorado will, at closing, cancel any and all severance
payments and related labor responsibilities to all of its 250
employees, who will be hired by Hispanic as per November 10,
2005. Certain terms and conditions are to be finalized upon
closing.

Rica is the parent Company of the largest poultry producer in
Costa Rica. The Company owns Corporacion Pipasa, S.A. which
covers approximately 52% of the Costa Rican total poultry
market. Pipasa is considered as one of the most recognized
leaders in Central America in chicken production, reaching
agreements to supply poultry products in Costa Rica to KFC,
Quiznos Subs, Burger King, Pizza Hut, Price Smart, Subway,
Gerber Products, and to McDonald's restaurants in Central
America. Upon closing, Restaurantes As will join this select
customer base.

CONTACT:  Rica Foods, Inc.
          Mauricio Marenco
          Tel: 011-506-298-1880
          E-mail: mmarenco@pipasa.net



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

ASARCO: Court Extends Lease Decision Period to January 13
---------------------------------------------------------
The Honorable Richard S. Schmidt of the U.S. Bankruptcy Court
for the Southern District of Texas extended ASARCO LLC's time
until Jan. 13, 2006, to decide whether to assume, assume and
assign, or reject unexpired non-residential real property
leases.

As previously reported in the Troubled Company Reporter on Sept.
27, 2005, the Debtors assure the Court that they are current on
all of their postpetition obligations under the Leases and will
remain so until the Leases are assumed or rejected.

Headquartered in Tucson, Arizona, ASARCO LLC --
http://www.asarco.com/-- is an integrated copper mining,
smelting and refining company.  Grupo Mexico S.A. de C.V. is
ASARCO's ultimate parent.  The Company filed for chapter 11
protection on Aug. 9, 2005 (Bankr. S.D. Tex. Case No. 05-21207).
James R. Prince, Esq., Jack L. Kinzie, Esq., and Eric A.
Soderlund, Esq., at Baker Botts L.L.P., and Nathaniel Peter
Holzer, Esq., Shelby A. Jordan, Esq., and Harlin C. Womble,
Esq., at Jordan, Hyden, Womble & Culbreth, P.C., represent the
Debtor in its restructuring efforts.  When the Debtor filed for
protection from its creditors,it listed $600 million in total
assets and $1 billion in total debts.

The Debtor has five affiliates that filed for chapter 11
protection on April 11, 2005 (Bankr. S.D. Tex. Case Nos. 05-
20521 through 05-20525).  They are Lac d'Amiante Du Quebec Ltee,
CAPCO Pipe Company, Inc., Cement Asbestos Products Company, Lake
Asbestos of Quebec, Ltd., and LAQ Canada, Ltd.  Details about
their asbestos-driven chapter 11 filings have appeared in the
Troubled Company Reporter since Apr. 18, 2005.

Encycle/Texas, Inc. (Bankr. S.D. Tex. Case No. 05-21304),
Encycle, Inc., and ASARCO Consulting, Inc. (Bankr. S.D. Tex.
Case No. 05-21346) also filed for chapter 11 protection, and
ASARCO has asked that the three subsidiary cases be jointly
administered with its chapter 11 case.  (ASARCO Bankruptcy News,
Issue No. 8; Bankruptcy Creditors' Service, Inc., 215/945-7000).


DESARROLLADORA HOMEX: Reports Solid Margin Gains in 3Q05
--------------------------------------------------------
Desarrolladora Homex, S.A. de C.V. (Homex or the Company) (NYSE:
HXM, BMV: HOMEX) announced Thursday results for the third
quarter ended September 30, 2005(1).

Highlights

-  Total revenues increased 91.0% in the third quarter of 2005
to Ps.2.5 billion from Ps.1.3 billion in the third quarter of
2004.

-  The Company sold 9,999 homes during the third quarter,
representing an increase of 81.6% over the same period of 2004.
Middle-Income units almost doubled.

-  Operating income increased 109.5% in the third quarter of
2005 to Ps.569 million from Ps.272 million in the third quarter
of 2004, operating margin increased to 23.0% from 21.0% in the
third quarter of 2004.

-  Integration of Beta in line with Company program.

-  Homex launched new middle-income developments in Morelia, La
Paz and Nuevo Laredo.

-  Homex announced successful placement of US$250 Million of
10-year Senior Notes.

"I am excited about the results we achieved this quarter. The
integration of Beta, which is scheduled for completion before
year-end, has already yielded savings in the first major steps
we are undertaking, like material procurement and construction
control processes," commented Gerardo de Nicolas, Homex's Chief
Executive Officer. "The successful bond issuance completed in
the quarter is a major step in the Company's capitalization
strategy, reinforcing our leadership in equity and debt
transactions, strengthening our balance sheet and even better
positioning Homex to deliver quality homes into the growing
Mexican market."

Operating Results

The presentation of Homex results of operations in this press
release includes for the first time the consolidated financial
results of Controladora Casas Beta, S.A. de C.V. (Beta). The
acquisition of Beta became effective July 1, 2005. The Company's
period-to-period financial results are not directly comparable
as a result of the inclusion of Beta's results of operations as
of July 1, 2005.

Homex operated in 26 cities and 17 states across Mexico as of
September 30, 2005.

Sales volumes for the three-month period ended September 30,
2005 totaled 9,999 homes, an 81.6% increase from the same period
during the previous year. This was primarily driven by an 80.6%
increase in affordable entry-level volumes, from 5,177 in the
third quarter of 2004 to 9,349 in the third quarter of 2005,
that incorporate units sold through the recently acquired Beta.
The 5,5middle-income segment also contributed significantly with
650 homes in the quarter, representing a 98.2% increase over the
328 homes in the same period of the prior year. In the nine-
month period ended September 30, 2005, sales volume totaled
20,535 homes, a 51.1% increase from the same period during the
previous year.

The average price during the third quarter for all homes sold
was Ps.247 thousand, reflecting the greater proportion of
affordable entry level homes due to Beta's integration and
commercial areas in the sales mix. The average price for
affordable entry-level houses increased 14.4% to Ps.224 thousand
in the third quarter of 2005 from Ps.196 thousand in the third
quarter of 2004. This increase reflects a better mix of
affordable entry-level products and a slightly higher average in
the low-end product price as a result of the incorporation of
Beta products into the mix.

The average sales price for middle-income homes in the third
quarter of 2005 was Ps.580 thousand, marginally lower than the
previous quarter's average and reflects the Company's focus on
the lower range of middle-income homes where there is greater
availability of mortgage products for our clients. The average
sales price for middle-income homes is 32% lower compared to
that of the third quarter of 2004, derived from the sales mix
targeted towards higher priced homes in 2004. The Company
expects the average sales price of middle- income homes to
fluctuate each quarter depending on the mix of sales within the
segment.

Mortgage financing: The Company continued to diversify the
source of mortgage financing during the third quarter of 2005.
By having a broad source of mortgages, Homex is able to secure
financing for its clients more quickly and on better terms. As
of September 30, 2005, the Company was securing mortgages from
the Mexican Workers' Housing Fund (INFONAVIT), the five largest
Sofoles and three commercial banks for its middle-income
customers. Homex also expanded the number of homes sold through
"cofinanciamiento" operations with INFONAVIT and one of the
largest banks in Mexico to 535 homes.

Mortgage Financing by Segment

During the third quarter of 2005, the Company focused its
affordable entry-level operations through INFONAVIT, which
represented 60.7% of the mortgages granted to Homex's customers
during the quarter. The consolidation of Beta, combined with the
competitive nature of the INFONAVIT mortgages as well as the
implementation of the program "Pago Anticipado" or advanced
payment, resulted in an increase during the quarter of INFONAVIT
mortgages for the Company's customers.

During September 2005, INFONAVIT successfully completed its
second securitization of mortgages this year, in the amount of
approximately Ps.1,400 million, making an important step in
reaching the fund's goals of granting approximately 375,000
mortgages in 2005. Homex will continue looking for the most
convenient and efficient products that fulfill the needs of its
customers, both in the affordable entry-level and middle-income
segments.

There is a greater participation of commercial banks in Mexico's
mortgage market. Increased competition and a wave of attractive
mortgage products are benefiting Homex's clients and enhancing
its marketing efforts. Mortgage interest rates continued to be
attractive for growing middle class in Mexico. In spite of the
global hikes in interest rates, competition within Mexico is
also contributing to additional downward pressure on mortgage
rates within our markets.

New communities: During the third quarter of 2005 Homex
continued with its strategy of maintaining a geographically
diverse base of projects in medium size cities, while building
its presence in the major metropolitan areas in Mexico.

During the third quarter of 2005, Homex focused on the middle-
income segment, initiating works on three new middle-income
level developments in Morelia in the State of Michoacan, La Paz
in Baja California Sur and in the border city of Nuevo Laredo.
The middle-income development in Morelia will consist of
approximately 490 homes, 190 homes in La Paz and 395 in the
first stage of the Nuevo Laredo development. The Company will
continue its expansion in the middle-income segment, opening new
projects in states where Homex is present.

Financial Results

Revenues increased 91.0% in the third quarter of 2005 to
Ps.2,470 million from Ps.1,293 million in the same period of
2004. This result is primarily due to the 98.2% increase in the
number of middle-income homes sold in the quarter, as well as
the 80.6% increase in the number of affordable entry-level homes
sold, principally attributable to Beta's integration into Homex.
Home volume increases in both levels drove total revenues
significantly higher than in the last period. As a percentage of
total revenues, affordable entry-level represented 80.8% in the
third quarter of 2005 versus 77.4% in the same period of 2004.
During the first nine months of 2005, revenues increased 62.3%
to Ps. 5,354 million from Ps. 3,298 million in the same period
of 2004.

Gross profit for the quarter more than doubled, increasing
102.6% to Ps.789 million from Ps.390 million in the same quarter
of 2004. Homex generated a gross margin of 32.0% in the third
quarter of 2005 compared to 30.1% in the same period of last
year. Costs, as a percentage of revenues, decreased to 68.0% in
the third quarter of 2005 from 69.9% in the same period of
previous year, as the Company continues its negotiations with
suppliers and implements tighter controls in material use and
procurement in Tijuana and Monterrey. In absolute terms, costs
increased 86.0% to Ps.1,681 million in the third quarter of 2005
from Ps.903 million in the same quarter of 2004 as a result of
the increase in home sales. Gross profit for the first nine
months of 2005 increased 65.1% to Ps.1,686 million from Ps.1,022
million in the same period of 2004.

Selling and administrative expenses (SG&A) as a percentage of
revenues decreased to 8.9% in the third quarter of 2005 from
9.1% in the same period of 2004. In absolute terms, SG&A
increased to Ps.220 million compared to Ps.118 million in the
third quarter of 2004. The increase for the quarter was
primarily due to the addition of Beta to the Company's results
of operations, as well as higher aggregate sales commissions
resulting from the growth in the number of homes sold, the new
administrative personnel required to support the Company's
expanding operations and the increase in training expense for
the sales force and branch managers. Selling and administrative
expenses in the first nine months of 2005 as a percentage of
revenues remained stable in 9.3% compared to the same period of
2004.

Operating income more than doubled in the third quarter of 2005
increasing 109.5% to Ps.569 million compared to Ps.272 million
in the same period of 2004. Operating income as a percentage of
revenues increased from 21.0% in the third quarter of 2004 to
23.0% in the same quarter of 2005.

Other income in the third quarter 2005 was Ps.4 million compared
to other expense of Ps.3 million in the third quarter of 2004.
The third quarter 2005 result was mainly driven by a partial
recovery of VAT taxes during the period. Other income in the
first nine months of 2005 decreased 52.9% from Ps.43 million to
Ps.20 million derived from lower VAT accumulated recoveries in
2005.

Net comprehensive financing cost increased to Ps.136 million in
the third quarter of 2005 compared to Ps.20 million the year ago
period. As a percentage of revenues, net comprehensive financing
cost was 5.5% in the third quarter of 2005 compared with 1.6% in
the same quarter of 2004. Net interest expense increased to
Ps.126 million in the third quarter of 2005 from Ps.8 million in
the same quarter of 2004. The year over year increase in net
interest expense was driven by an increase in the Company's debt
level, mainly reflecting Beta's existing debt, the Homex
commercial paper program and the acquisition facility, see
"Liquidity." During the first nine months of 2005, net
comprehensive financing cost increased to Ps.205 million from
Ps.78 million in the same period of 2004. As a percentage of
revenues, net comprehensive financing cost increased to 3.8% in
the first nine months of 2005 from 2.4% in the same period of
2004.

Taxes: Income Tax Expense increased from Ps.77 million in the
third quarter of 2004 to Ps.139 million in the same period of
2005. The effective tax rate for the third quarter of 2005 was
32%. Income Tax Expense increased from Ps.213 million in the
first nine months of 2004 to Ps.314 million in the same period
of 2005. The effective tax rate for the first nine months of
2005 was 31%.

Net income for the third quarter of 2005 reached Ps.302 million,
representing an 89.3% increase over the Ps.160 million reported
in the same period of 2004. Earnings per share for the third
quarter of 2005 were Ps.0.90, as compared to Ps.0.51 in the
third quarter of 2004. Net income for the first nine months of
2005 reached Ps.700 million, representing a 52.9% increase over
the Ps.458 million reported in the same period of 2004. The
increase in net income for the nine-month period also resulted
from the increase in operating income. Earnings per share for
the first nine months of 2005 were Ps.2.21, as compared to
Ps.1.69 in the first nine months of 2004.

EBITDA for the third quarter of 2005 rose to Ps.579 million, an
increase of 112.0% from Ps.273 million recorded in the third
quarter of 2004. EBITDA for the first nine months of 2005 rose
to Ps.1,250 million, an increase of 63.7% from Ps.763 million
recorded in the same period of 2004. EBITDA in the first nine
months of 2004 included a higher amount of other income derived
from a high recovery of VAT tax in that period.

Land reserve. As of September 30, 2005, Homex's land reserve was
17.3 million square meters, equivalent to 104,268 homes, of
which 78,642 are focused on the affordable entry-level and
25,627 on the middle-income segment. These figures exclude
optioned land by Homex, as opposed to other Mexican and US
homebuilders that normally include it as land bank. The Company
utilized approximately Ps.189 million to buy additional land
during the quarter with internally generated cash, bank debt and
cash on-hand. Consistent with Homex's established land reserve
policies, the Company continues to maintain sufficient land
reserves for the construction of 2.5 years of anticipated sales
at its anticipated rate of growth, and 3.0 years of sales at its
existing level of sales.

Liquidity: On September 28, 2005, Homex announced the settlement
of US $250 million, 7.5% Senior Guaranteed Notes due 2015. To
reduce foreign- exchange risks, the Company structured a swap
instrument for the principal of the Notes that brings the fixed
interest rate to 10.4% in peso terms.

The Notes, which received ratings from Moody's (Ba3 positive)
and Standard & Poor's (BB stable), were three-times
oversubscribed and are the first of their kind in size, rate and
maturity for a Mexican homebuilder.

Upon issuance of the Notes, the Company will not face
significant debt principal payments over the next three years,
having substituted short-term, higher-cost debt with long-term
debt at extremely attractive terms. Homex's average maturity
will be extended from 2.5 to 8 years and average cost of debt
reduced from 12.1% to 10.4%. Homex is leveraging its strong
corporate governance, US GAAP accounting, fully SEC registration
and NYSE listing to achieve better rates and tenor than our
Mexican competitors.

As of September 30, 2005, the Company repaid with a portion of
the proceeds of the Notes approximately Ps.1,808 million of
short-term and mid- term debt, including Beta's bridge loans and
a local structured bonds issue, as well as a portion of the
acquisition financing facility the Company obtained to pay for
the cash portion of the Beta transaction.

Millions of pesos          as of Sep. 30 re-payments
    Commercial Paper                                 $0
    Bridge Loans                                   $387
    Bank Debt                                      $613
    Structured Local Bonds                         $269
    Banking Facility                               $538
    Total                                        $1,808

As of October 26, 2005, the Company repaid an additional Ps.200
million of short-term debt as scheduled. As of September 30,
2005, Homex had Ps.750 million outstanding under its commercial
paper programs, which will be amortized at maturity in November
2005.

Homex had net debt of Ps.2,353 million in the third quarter of
2005 compared to a negative net debt of Ps.393 million in the
third quarter of 2004, when Homex had excess cash derived from
the resources of the initial public offering completed in June
29, 2004. As of September 2005, Homex had a Total debt to Total
Capitalization of 0.4x and a gross interest cover of 5.2x, in
line with its conservative indebtedness policy.

Homex funded its cash needs for the third quarter of 2005,
including land acquisitions, debt service, and working capital
requirements, through a combination of cash flow from
operations, commercial debt, a portion of the proceeds from the
Senior Notes due 2015 and cash on hand.

Accounts receivable: The days of accounts receivable increased
to 192 days as of September 30, 2005 from 182 days in the same
period of 2004. The limited increase is the results of the
Company's ability to grow the top line revenue and improve
collections considering the higher number of middle-income homes
sold in the period, the integration of the Beta operations into
the quarterly results and the seasonality attached to the
industry.

The integration of Casas Beta: The Beta integration process is
right on schedule. As of September 30, 2005, Homex's internally
developed IT backbone was fully operational in Tijuana and
Monterrey. The IT team in Homex is currently working to complete
implementation of the platform. In Tijuana and Monterrey, the
Construction Control IT platform, including among other elements
material control, procurement, labor, and critical path
construction was fully customized to the tunnel form
construction system utilized in Beta. The Company believes this
IT platform will bring additional benefits in future quarters,
such as a reduction in building materials on-site inventories
from approximately 30 days as of September 30, 2005, to 3.5 to
4.0 days in 2006, to achieve the same average in most of Homex's
warehouses. Identification of better priced materials across the
operations is also a result of the Construction Control IT
System implementation.

Negotiations with suppliers continue to this day. Major
improvements are being achieved, particularly in the purchasing
of steel bar, ready-mix concrete, cement and by the
systemization of project infrastructure criteria that are
expected to translate in approximately Ps.10 million of savings
in 2005 and approximately Ps.100 million by the end of 2006.
Total savings in cost for 2006 are expected to reach Ps.260
million, including Beta's incorporation to the supplier's
factoring discount program "Cadenas Productivas" that would
bring approximately Ps.29 million of additional cash on hand by
the end of 2006.

Additional savings in selling and administrative expenses,
including headcount reductions from overlapped functions,
corporate marketing expense and changes in sales commission
method will result in savings of approximately Ps.94 million by
2006.

Overall, Homex expects to obtain approximately 100 to 150 basis
points of improved proforma operating margin in 2006 from these
synergies alone. The Company expects that the integration of
Beta into Homex will be substantially completed by year-end
2005, creating important synergies and further reducing
inefficiencies in home delivery and client loan qualification
processes.

Homex is now one of the leading homebuilders in Mexico's top
four markets: Mexico City, Guadalajara, Monterrey and Tijuana
and continues to have a leading position in the additional 22
cities where the Company operates.

Business Highlights

Establishment of Storage Centers for Donations to Victims of
Hurricane Stan

On October 7, 2005, Homex arranged for its branch offices to
serve as storage centers to collect bottled water, food, clothes
and medicine to support the victims of Hurricane Stan, which
made landfall in southern Mexico and caused considerable damage
that extended from Veracruz to Central America. More than 4,600
Homex employees (not including construction workers) were also
given the opportunity to participate in the Company's storm
relief efforts through a payroll donation.

An initial assessment made by Homex of its developments located
in the affected regions indicated no structural damage to its
customers' homes. The Company has affordable-entry developments
in Tapachula and Veracruz with a combined total of approximately
1,000 homes. Location of the development was a critical factor,
along with construction quality, in minimizing damage to Homex's
affected developments.

Homex did not suffer any damage as a result of the recent
Hurricane Wilma, as we do not presently have any developments in
the state of Quintana Roo. However, the significant damage
resulting from Hurricane Wilma may present opportunities for
Homex in the affected region.

Gerardo de Nicolas Homex CEO was recognized as "CEO of the Year"
by Latin Trade Business Awards

Gerardo de Nicolas, Homex's Chief Executive Officer, was
recognized as CEO of the Year, by Latin Trade Bravo Business
Award. This award was presented to Mr. de Nicolas in the
category of Latin American companies with US $1 billion or less
in yearly revenues. This award of excellence recognized the
outstanding career of Gerardo de Nicolas as an example to
encourage Latin Americans to promote development in their
countries. The Latin Trade Business Awards ceremony is one of
the most prestigious annual ceremonies in the Americas and for
11 consecutive years, Bravo, has honored business and political
leaders attracting more than 300 leaders every year, including
presidents, business executives and government ministers from
across Latin America and the United States.

Los Cantaros Project Recognized with National Housing Award

Los Cantaros Project was awarded a National Housing Award in the
Housing Technology category. The Director of Construction in
Casas Beta and responsible for Los Cantaros development in the
Estado de Mexico, Alejandro Lastiri, received the recognition.
The National Housing Awards are an annual program organized by
the National Housing Commission (CONAFOVI) and INFONAVIT,
Fovissste, SHF and Fonhapo, to recognize outstanding housing and
construction related projects. Mexico's President, Vicente Fox,
presided over the awards ceremony, held October 6, 2005. Awards
were given in ten categories, including Housing Technology.
During the ceremony the President indicated that he is confident
Mexico will achieve the goal of 750,000 mortgage credits to be
granted in 2006.

                       About Homex

Desarrolladora Homex, S.A. de C.V. is a leading, vertically-
integrated home development company focused on affordable-entry
level and middle-income housing in Mexico. It is one of the most
geographically diverse home builders in the country. Homex is
the largest homebuilder of the publicly listed home builders in
Mexico, based on the increase in number of homes sold, revenues
and net income.

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

CONTACT:  Desarrolladora Homex
          Carlos J. Moctezuma, Head of Investor Relations
          Tel: +5266-7758-5838
          E-mail: cmoctezuma@homex.com.mx
          investor.relations@homex.com.mx
          Web site: http://www.homex.com.mx

          The Global Consulting Group
          Allan Jordan
          Tel: +1-646-284-9452
          E-mail: ajordan@hfgcg.com


GRUPO MEXICO: Strike Ends as Company Agreess to Make Payment
------------------------------------------------------------
Workers at copper giant Grupo Mexico's La Caridad mine in
northern Sonora state returned to work Wednesday after spending
one day on strike, reports Dow Jones Newswires. According to the
National Mining and Metal Workers Union, the strike was lifted
after Grupo Mexico agreed to pay each worker MXN10,000 ($920)
over the weekend.

Dow Jones Newswires recalls that workers went on strike Tuesday,
protesting against Grupo Mexico's alleged refusal to share
profits from 2003 results.

On Wednesday, Grupo Mexico claimed the strike was illegal
because the workers' profit-sharing claims were settled in 2004
when the Company paid US$437 to each worker as a goodwill bonus.

Grupo Mexico is the world's third-largest copper producer, with
operations in Mexico, Peru and the U.S.

CONTACT:  GRUPO MEXICO S.A. DE C.V.
          Avenida Baja California 200,
          Colonia Roma Sur
          06760 Mexico, D.F., Mexico
          Phone: +52-55-5264-7775
          Fax: +52-55-5264-7769
          Web site: http://www.gmexico.com


GRUPO TMM: Reports Net Profit of $4.1M in 3Q05
----------------------------------------------
Grupo TMM, S.A. (NYSE:TMM)(BMV:TMM A)("TMM"), a Mexican multi-
modal transportation and logistics company, reported earnings of
$0.07 per share for the third quarter of 2005 compared to
earnings of $0.24 per share a year ago, and earnings of $2.60
per share for the first nine months of 2005 compared to a loss
of $0.18 per share in the same period of last year.

TMM reported the following results for the third quarter:

  -  Revenue of $78.1 million, up 19.2 percent from $65.5
million the previous year

  -  Operating income of $1.1 million, up from $1.0 million a
year ago

  -  Operating margin of 1.4 percent, down 0.2 percentage points
from the previous year

  -  Net income of $4.1 million compared to net income after
discontinuing operations of $13.5 million the previous year. Net
income in the third quarter of 2005 included a loss resulting
from post-sale adjustments on the sale of the Company's interest
in Grupo TFM to Kansas City Southern of $1.1 million, net of
income taxes

TMM reported the following results for the first nine months:

  -  Revenue of $218.3 million, up 19.2 percent from $183.2
million the previous year

  -  Operating income of $2.3 million, down from $3.5 million a
year ago

  -  Operating margin of 1.1 percent, down 0.8 percentage points
from the previous year

  -  Net income after discontinuing operations of $148.2
million, up from a net loss after discontinuing operations of
$10.3 million the previous year. Net income after discontinuing
operations for the first nine months of 2005 included a gain on
the sale of the Company's interest in Grupo TFM to Kansas City
Southern of $175.3 million, net of income taxes

Net financial expenses of $2.1 million were recorded in the
third quarter of 2005 compared to net financial expenses of
$19.5 million incurred in the third quarter of 2004. Net
financial expenses in the third quarter of 2005 included $18.7
million of financial expenses and a net increase of $16.8
million in the value of the Company's investment in Kansas City
Southern.

In the first nine months of 2005, net financial expenses were
$43.2 million compared to $48.7 million. Net financial expenses
in the first nine months of 2005 included $71.7 million of
financial expenses and a net increase of $28.4 million in the
value of the Company's investment in Kansas City Southern. At
September 30, 2005, the Company's 18 million shares of Kansas
City Southern were valued at $21.51 per share (average of daily
closing price for the third quarter), having appreciated $40.5
million since the acquisition of such shares.

Additionally, shareholder equity improved $148.2 million in the
first nine months of 2005.

SG&A increased $1.1 million in the third quarter of 2005 to $8.4
million compared to the 2004 period and increased $1.5 million
to $23.1 million in the first nine months of 2005 compared to
the same period last year.

Javier Segovia, president of Grupo TMM, said, "During the past
three years, TMM strived to reposition and redefine its core
businesses and improve its growth opportunities. As 2005 draws
to a close, we believe that the Company is well positioned with
substantial opportunities for improved growth, enhanced value
and product expansion.

"In the first nine months of 2005, we have taken significant
steps to build the value of the Company by developing our
operations and positioning our businesses for growth. At
Specialized Maritime, we announced last quarter a successful
award from a bidding process for two Pemex five-year contracts
for oil/product tankers. We also announced that we would
actively participate in Pemex's announced program to renew its
aging product tanker fleet, as they will be replacing a total of
seven more vessels during this year and next. As we have stated
in the past, TMM believes it is well positioned to successfully
participate in this process, as Mexican Navigation Law favors
the chartering of Mexican-owned and flagged vessels for cabotage
trades.

"The financial impact of these types of contracts is very
significant," Segovia continued. "The two contracts acquired in
the third quarter will increase the Company's EBITDA run rate by
$16 million per year. If secured, this additional business will
grow earnings and cash flow generation significantly. The debt
incurred for the purchase of the oil/product tanker vessels is
supported by the longer-term contracts and by the value of the
vessels.

"Because oil exploration will likely continue in an environment
of higher energy prices and tightening supply, and because oil
revenues in Mexico support the general tax base of the country,
we expect that Pemex will continue to rely on the private sector
with these types of contracts. With Mexican-flagged and -
ownership status, the Company believes it holds a competitive
advantage, which in the future will result in a competitively
priced fleet of highly marketable vessels in the product tanker
and supply ship categories, as well as for other infrastructure
projects. As a reminder we have set in motion a plan to convert
our supply ships from leased to purchased status."

Segovia continued, "We are in the process of negotiating with
our clients a fuel surcharge clause on our chemical tankers to
offset increases in fuel costs, which should be fully approved
by year-end and would improve profitability in this segment
going forward. Pemex continues to focus on environmental
safeguards and controls, which will encourage further
development of port expansion and improvement programs. We
believe TMM is well positioned to compete for those
opportunities. The Logistics division is now implementing a
strategic plan completed in September, which will align
operating and financial systems, impose evaluation metrics on
personnel and eliminate redundant and unnecessary costs in 2006.

"In regards to TMM's balance sheet, the resolution of the TFM
VAT lawsuit is expected to result in a $70 million payment from
Kansas City Southern to TMM in accordance with the Amended and
Restated Acquisition Agreement between the parties composed of
$35 million in Kansas City Southern stock and another $35
million in cash or stock at the discretion of Kansas City
Southern. Additionally, $40 million in the form of a promissory
note convertible into Kansas City Southern stock will be paid to
TMM no later than five years from the settlement if there are no
tax consequences arising from the settlement with the Mexican
Government. We do not anticipate any such consequences. The
payments associated with the VAT settlement noted above have the
potential to more than double the current shareholder equity of
the Company once received. All of these assets will be recorded
on the Company's results when they are received. Finally, we
expect Kansas City Southern will pay to TMM by June 2007, a $47
million promissory note, which accrues at five percent per
year."

Segovia concluded, "The above mentioned $70 million in cash and
stock, plus the $47 million, coupled with the 18 million shares
of Kansas City Southern currently valued at $21.51 per share,
plus approximately $26 million in cash currently on our balance
sheet, would bring our assets to approximately $530.2 million as
compared to our current 2007 Notes debt of $488 million. We have
engaged two major Wall Street financial institutions to assist
the Company in designing an array of options which focus on
improving the overall value of TMM, options that we anticipate
will be taken as soon as practicable. We remain confident of the
improving value of TMM for all shareholders as this year comes
to a close."

SEGMENT RESULTS

Specialized Maritime

In the third quarter, Specialized Maritime reported:

  -  Revenue of $43.4 million, up 31.1 percent from last year's
$33.1 million

  -  Operating income of $6.6 million, up from $3.4 million a
year ago

  -  Operating margin of 15.2 percent, up 4.8 percentage points
from the previous year

In the first nine months, Specialized Maritime reported:

  -  Revenue of $116.0 million, up 21.0 percent from last year's
$ 95.9 million

  -  Operating income of $14.4 million, up from $10.8 million a
year ago

  -  Operating margin of 12.4 percent, up 1.1 percentage points
from the previous year

Product tanker revenues in the third quarter increased $11.6
million, or 235.1 percent, mainly due to short- and long-term
chartering activity with Pemex. One-time start-up operating
costs and depreciation related to the purchase of the two
vessels described above significantly increased costs in the
third quarter, which negatively impacted margins. Improved
margins are expected for this segment beginning in the fourth
quarter. For the first nine months of 2005, product tanker
revenues increased $21.2 million, 130.5 percent, compared to the
same period last year.

Tugboat revenues increased 33.9 percent and 15.1 percent in the
third quarter and first nine months of 2005, respectively,
compared to the same periods last year. These increases were
mainly due to increased vessel calls at the Port of Manzanillo
and by the appreciation of the peso versus the dollar. The
division currently operates three owned tugboats and will begin
operating one additional vessel at the end of October under a
two-year bareboat contract, which the Company expects will
further increase this business segment's revenue going forward.

Parcel tanker revenues decreased in the third quarter $0.4
million, or 5.1 percent, due mainly to hurricane activity, which
resulted in stand-by days. Parcel tanker revenues remained
stable in the first nine months of 2005 compared to the same
period last year. However fuel costs in this business segment
were impacted by approximately 57 percent in the first nine
months of 2005. As stated above, the Company is in the process
of negotiating with its clients a fuel surcharge clause to
offset increases in fuel costs, which when approved should
improve results.

The overall offshore business segment remained stable during the
quarter, with revenues decreasing $1.3 million, or 7.5 percent,
due to a decrease of spot contracts compared to the same period
last year.

Ports and Terminals

For the third quarter, Ports and Terminals reported:

  -  Revenue of $7.9 million, up 4.0 percent from last year's
$7.6 million

  -  Operating loss of $0.2 million, down from a loss of $0.5
million a year ago

  -  Operating margin of (2.4) percent, down 4.1 percentage
points from the previous year

For the first nine months, Ports and Terminals reported:

  -  Revenue of $25.4 million, up 33.7 percent from last year's
$19.0 million

  -  Operating income of $0.8 million, up from a loss of $0.5
million a year ago

  -  Operating margin of 3.2 percent, up 5.6 percentage points
from the previous year

Total revenues at Acapulco increased 15.7 percent in the third
quarter of 2005 compared to the same period last year mainly due
to an increase of 11.8 percent in cruise ship revenues despite
the quarter being a low season. Larger ships calling at this
port resulted in an 11.0 percent passenger traffic increase
during the quarter compared to same quarter last year.
Additionally, car-handling revenues increased 16.4 percent in
the third quarter of 2005 compared to the same period last year
as the division handled six car shipments (three to Japan and
three to South America) for a total of 5,725 cars compared to
4,866 cars in the same period last year.

In the first nine months of 2005, total revenues at Acapulco
increased 56.1 percent mainly attributable to a 69.6 percent
increase in cruise ship revenues. Acapulco experienced 37 more
calls at this port in 2005 compared to 2004 mainly due to
additional contracts being closed during 2005. High season at
this port begins in October, and the Company anticipates total
calls for 2005 of 153 compared to total calls of 109 in 2004.
For the nine months ended September 30, 2005, car-handling
revenues increased 32.6 percent.

The Company is in the process of selling its port assets in
Colombia, which the Company expects will improve the operating
performance of the Ports and Terminals division.

Logistics

In the third quarter, Logistics reported:

  -  Revenue of $26.9 million, up 7.6 percent from last year's
$25.0 million

  -  Operating loss of $0.6 million down from income of $1.9
million a year ago

  -  Operating margin of (2.2) percent, down 9.6 percentage
points from the previous year

In the first nine months, Logistics reported:

  -  Revenue of $77.1 million, up 11.5 percent from last year's
$69.1 million

  -  Operating loss of $0.009 million down from income of $5.0
million a year ago

  -  Operating margin of (0.01) percent, down 7.2 percentage
points from the previous year

The Company believes this division's results will improve once
the restructuring plan, completed in September, is fully
implemented during the fourth quarter of this year and first
quarter of next year. This plan calls for the tightening of all
processes and procedures, the alignment of operating and
financial systems by the end of December, the introduction of
metrics aimed to improve group and individual employee
performance, and the rationalization of resources to reflect a
more efficient operation. Each of these initiatives will be
implemented as working capital becomes more available during the
fourth quarter.

Brad Skinner, Senior Vice President of Grupo TMM, led the recent
strategic plan/restructuring effort at the Logistics division
and was named the division's CEO on October 18, 2005, by the
Company's board of directors. Mr. Skinner previously led and
supervised TMM's successful acquisition and restructuring of TFM
from 1995 through 1998. He has also held a variety of logistics
and transportation positions, including Senior Vice President of
Commercial and Worldwide Process Improvements for Fritz from
1999 through 2000, where he supervised customs, warehousing, and
freight operations; Vice President of Intermodal for Southern
Pacific in the early 1990s; president of various trucking
companies for Burlington Northern Motors; and various commercial
positions with Schneider National. Mr. Skinner will continue to
supervise the Investor Relations function for TMM.

Finally, the Company has selected Salles, Sainz-Grant Thornton
as its new auditing firm to replace PricewaterhouseCoopers,
consistent with Mexico's corporate governance practices, which
encourage a change of auditing firms at least every five years.

Headquartered in Mexico City, TMM is a Latin American multimodal
transportation Company. Through its branch offices and network
of subsidiary companies, TMM provides a dynamic combination of
ocean and land transportation services.

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

CONTACT: Grupo TMM, S.A.
         Juan Fernandez
         Tel: 011-525-55-629-8778
         E-mail: juan.fernandez@tmm.com.mx

         Brad Skinner (Investor Relations)
         Tel: 011-525-55-629-8725
              203-247-2420
         E-mail: brad.skinner@tmm.com.mx

         Monica Azar (Investor Relations)
         Tel: 011-525-55-629-8866, ext. 3421
         E-mail: monica.azar@tmm.com.mx

         Dresner Corporate Services
         Kristine Walczak (investors, analysts, media)
         Tel: 312-726-3600
         E-mail: kwalczak@dresnerco.com

         PROA/StructurA
         Marco Provencio
         Tel: 011-525-55-629-8708
              011-525-55-442-4948
         E-mail: mp@proa.structura.com.mx



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

DORAL FINANCIAL: SEC Investigation Prompts Lower Fitch Ratings
--------------------------------------------------------------
Fitch Ratings has downgraded the ratings of Doral Financial Corp
(Doral) and Doral Bank (Doral Bank) as follows:

- Doral long-term rating to 'BB-' from 'BB+', individual to 'D'
from 'C/D;

- Doral Bank long-term to 'BB' from 'BBB-', individual to 'C/D'
from 'C';

- Doral Bank short-term to 'B' from 'F3'.

The Rating Watch is Negative.

This rating action follows the announcement that the Securities
and Exchange Commission (SEC) has issued a formal order of
investigation into Doral and a further delay in their restated
financials. The delay is principally attributable to new
information regarding the company's mortgage loan sales to local
financial institutions. The company is currently in the process
of reviewing sales transactions to see if any issues exist that
may impact the accounting treatment of some or all of these
transactions as 'sales' under Statement of Financial Accounting
Standards (SFAS) 140.

With Doral being a major seller of mortgages in the local
market, the amount of mortgages that could be required to be
brought back on balance sheet would pressure capital ratios and
require funding programs to be broadened in the face of
increased uncertainty regarding Doral's future financial
performance. The rating action takes into consideration the
possibility of deterioration in capital ratios but expects the
company to remain well capitalized relative to quantitative
regulatory standards.

Fitch's primary incremental concern is at the holding company,
where Doral is not in compliance with covenants in two bond
indentures relating to the timely filing of financial statements
due to the delay in the restatement of its financials. As Doral
was quickly approaching the Nov. 10, 2005 target date of
releasing restated financial statements, Fitch believed the risk
associated with the covenant violations was becoming immaterial.
However, the recent events have included new adverse
developments that will need to be fully investigated before
management can publish restated financial statements. The
combination of the new developments and uncertain timing for the
release of financial statements has considerably raised the risk
that creditors may exercise their option to accelerate debt
repayment. This would create significant strains at the holding
company level. While the bank level creditors would not
immediately be affected by the accelerated debt repayment, the
uncertainty as to how events will unfold or if additional
adverse findings will emerge, made it difficult to maintain bank
level ratings within the investment-grade category.

Resolution of the Rating Watch Negative will be driven by the
release of audited financial statements, conclusion of the SEC
investigation, demonstration of management's ability to remain
well capitalized, and improved liquidity. Fitch would need to
fully assess Doral's ongoing steady state level of profit
generation before ratings can be firmly established with a
Stable Outlook. This may necessitate a period of evaluation
following the release of audited financial statements.

Doral Financial Corporation
- Long-term issuer and senior unsecured downgraded to 'BB-'
from
   'BB+';
- Preferred stock to 'B' from 'BB-';
- Individual to 'D' from 'C/D'.

Doral Bank
- Long-term deposit obligations downgraded to 'BB+' from 'BBB';
- Long-term nondeposit obligations downgraded to 'BB' from
   'BBB-';
- Short-term deposit obligations downgraded to 'B' from 'F3';
- Short-term deposit obligations downgraded to 'B' from 'F3';
- Individual downgraded to 'C/D from 'C'.

Fitch also rates the following:

Doral Financial Corporation
- Short-term issuer and short-term notes 'B';
- Support '5'.

Doral Bank
- Support '5'.

All ratings remain on Rating Watch Negative.

CONTACT: Peter Shimkus +1-312-368-2063, Chicago
         James E. Moss +1-312-368-3213, Chicago

MEDIA RELATIONS: Kenneth Reed +1-212-908-0540, New York



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

CANTV: Total Revenue Up 11% in YoY 3Q05
---------------------------------------
Strong Mobile and Broadband growth drove an 11.0% increase in
revenue. Mobile customer base exceeded the 4 million mark.
Negative EBITDA and Net Income attributable to an increased
provision for pension contingency

HIGHLIGHTS

- Total revenue grew 11.0% over third quarter 2004 due to
sustained strong growth in Mobile and Broadband segments.

- Our Mobile and Broadband customer bases posted 45.8% and 80.4%
increases, respectively, over third quarter 2004.

- Third quarter mobile net additions exceeded 405 thousand
driving our mobile customer base to over 4 million subscribers.

- Continued strong ABA (ADSL) sales increased our customer base
to almost 245 thousand subscribers, a 92.5% increase over third
quarter 2004.

- Sustained growth in our fixed customer base with a year over
year increase of 8.7%.

- September year to date CAPEX reflects a Bs. 219.3 billion
increase over 2004. The increase is consistent with the
Company's initiatives to expand coverage and capacity as well as
improve the quality of its service offerings.

- Cantv's provision for pension contingency was increased by Bs.
630.7 billion to Bs. 714.9 billion to reflect estimated
additional pension liabilities associated with the Social
Chamber's July 26 decision. Cash payments to settle retroactive
obligations and the adjustment of our pension benefit obligation
based on revised plan guidelines are expected to be made once
the amounts of pensions are finally determined by the Court that
will be assigned to execute the judgment of the Social Chamber
of the Supreme Court.

- Third Quarter EBITDA decreased significantly to negative Bs.
300.3 billion, primarily as a result of the increase in Cantv's
provision for pension contingency to reflect estimated
additional pension liabilities. Excluding the impact of the
incremental provision, EBITDA and EBITDA margin would have been
Bs. 330.4 billion and 25%, respectively.

Financial results are stated in accordance with Generally
Accepted Accounting Principles in Venezuela. Amounts in Bolivars
the local currency) have been adjusted for inflation as of
September 30, 2005. Translation of financial statements data to
US$ has been performed, solely for the convenience of the
reader, converting Bolivar amounts at the current official
exchange rate of Bs. 2,150 per US$1.

- On October 14, 2005, the Social Chamber of the Supreme Court
of Venezuela (the Social Chamber) released a decision concerning
their July 26, 2005 ruling on the lawsuit brought by Federacion
Nacional de Jubilados y Pensionados de Telefonos de Venezuela
(FETRAJUPTEL) (the Venezuelan National Telephone Association of
Retirees and Pensioners) regarding the adjustment of pensions of
retirees of Cantv. In its new decision, the Social Chamber
declined to consider Cantv's request for clarification of the
Social Chamber's July ruling on the adjustment of Cantv's
pension obligations to its retirees. The case now goes to a
lower court for execution of the Social Chamber's decision.
Cantv will defend its interpretation of the decision and pursue
its legal rights.

- To reflect the estimated retroactive settlement and additional
pension liabilities associated with the Social Chamber's
decision, Cantv increased its provision for pension contingency
in the third quarter by Bs. 630.7 billion to Bs. 714.9 billion.
The estimated liability is based on the Company's interpretation
of the decision which requires pensions to be adjusted to
minimum wage after December 1999. Cash payments to settle
retroactive obligations and the adjustment of our pension
benefit obligation based on revised plan guidelines are expected
to be made once the amounts of pensions are finally determined
by the Court that will be assigned to execute the judgment of
the Social Chamber of the Supreme Court.

- Cantv's previously issued 2005 Guidance does not include any
consideration regarding the current and potential impact of the
pension litigation. In addition to actual results, the Company
provides EBITDA and Net Income figures excluding the impact of
the increase in provision for pension contingency for the third
quarter 2005 earnings release to allow for comparisons to
previously reported results and our 2005 Guidance.

- A separate section is included on page 16 to present a summary
of our Initial Assessment of Adoption of International Financial
Reporting Standards (IFRS) as required by the Comision Nacional
de Valores (CNV) (the Venezuelan Securities Commission), to be
adopted beginning January 1, 2006. A brief description of
applicable changes to Cantv under IFRS and their impact on the
December 31, 2004 balance sheet used as base year for adopting
the new standards, is presented in that section.

REVENUE ANALYSIS

Operating revenue totaled Bs. 1,303.6 billion during third
quarter 2005, a Bs. 129.2 billion (11.0%) increase over third
quarter 2004.

Third quarter 11.0% year-over-year revenue growth was driven by
34.9% and 36.5% increases in mobile and broadband revenue,
respectively, partially offset by a 7.2% decrease in fixed
telephony revenue. As a percentage of total revenue, third
quarter mobile revenue increased from 31.4% in third quarter
2004 to 38.1% in third quarter 2005.

Customer base growth in our three business segments contributed
to our overall 11.0% revenue growth. The fixed telephony revenue
decline resulted mainly from a decrease in real tariffs. Mobile
revenue growth was driven by a larger customer base and
increased handset sales. Broadband revenue increase resulted
from a larger customer base.

Fixed

Access Lines:

Total lines in service increased 8.7% on a year-over-year basis
and passed the 3 million line threshold. Nearly 72 thousand net
additions were generated during third quarter 2005 marking our
ninth consecutive quarter of subscriber growth. These net
additions were 36.0% higher than those generated during the same
period in 2004. The third quarter growth was driven by a 57,807
residential lines increase, 11,715 non-residential lines
increase and 2,238 new public telephony lines. Our prepaid
product continues to drive our fixed line growth with third
quarter net additions of 66,635 lines.

Internet Subscribers - Dial-up and Broadband:

Internet subscribers grew 43.2% on a year-over-year basis from
325 thousand to 465 thousand, of which broadband (ADSL)
subscribers increased as a percentage of total Internet
subscribers from 39.1% at the end of September 2004 to 52.6% at
the end of third quarter 2005.

Local Service Revenue:

Third quarter 2005 local service revenue of Bs. 235.3 billion
was Bs. 25.9 billion lower (9.9%) than the same period in 2004.
The decline in revenue primarily reflects the absence of a
tariff increase and the resulting decrease in real residential
tariffs, partially offset by Company's actions towards
continuing line growth and implementing programs to stimulate
usage. Failure by CONATEL to approve residential tariffs
increases since 2003, has resulted in 11.9% and 12.0% third
quarter 2005 year-over-year real reductions in the weighted
average usage and monthly recurring charge tariffs.

The monthly recurring charges component of local service revenue
dropped 9.8% during third quarter 2005 compared to third quarter
2004. This decline was driven by 11.8% and 13.6% weighted
average rate reductions in residential and non-residential
postpaid tariffs. These declines were partially offset by a 3.2%
increase in nonresidential postpaid lines. Almost all prepaid
lines, which represent 25.6% of fixed lines as of September
2005, do not generate monthly recurring charges. The 70.5%
increase in installation and equipment revenue compared to third
quarter 2004 was primarily attributable to a 118.4% increase in
equipment sales mainly related to the fixed wireless product in
the residential segment fueled by stronger advertising and
promotions.

Local usage revenue decreased 14.5% due to a 11.9% real decrease
in the weighted average tariff combined with a slight decrease
of 2.2% in unbundled (billed) minutes. As shown in Figure 5, the
2.1% increase in non-residential traffic was offset by
reductions of 3.0% and 13.9% in residential and public telephony
traffic, respectively. The 2.1% increase in non-residential
unbundled minutes is attributable to the 4.0% increase in new
lines.

The reduction of 13.9% in public telephony traffic was driven by
a 36.7% decrease in traffic generated by traditional payphones
partially offset by a 23.1% increase in traffic generated
through Telecommunication Centers.

In addition, a new lower denomination (Bs. 2,000) prepaid card
was introduced during third quarter 2005 to enhance the
Company's offer to the lower segment and improve our
competitiveness against informal telecommunications vendors.

Domestic Long Distance Revenue:

Domestic Long Distance (DLD) revenue decreased Bs. 10.6 billion
(12.4%) compared to third quarter 2004. Compared to the same
period in 2004, third quarter 2005 residential unbundled DLD
revenue decreased 3.9% to Bs. 19.0 billion. The Bs. 0.8 billion
decrease in residential domestic long distance revenue was
driven by a 14.2% decrease in weighted average real rates,
partially offset by a 12.5% increase in unbundled traffic.

Non-residential domestic long distance revenue decreased Bs. 4.3
billion to Bs. 32.4 billion. This 11.8% decline is attributable
to a 13.3% average tariff decrease combined with a 1.8% decline
in traffic. Compared to third quarter 2004, Public telephony
domestic long distance revenue declined by Bs. 5.2 billion to
Bs. 8.3 billion. This 38.4% decline was attributable to an 11.6%
real term reduction in tariffs, a 4.3% reduction in traffic, and
Bs. 2.3 billion in higher commissions paid to Telecommunications
Centers franchisees which are reflected as a revenue reduction.

The revenue decline in our bundled DLD plans "Noches y Fines de
Semana Libres" was due to a
24.7% drop in traffic driven by a 22.1% decline in subscribers,
partially offset by higher weighted average real tariffs and the
introduction of "Plan Nacional 3000". This new DLD plan offering
3000 bundled seconds has retained most of the customers
transitioned from our traditional DLD offerings, and represents
47.5% of total DLD customers as of third quarter 2005.

International Long Distance Revenue and Net Settlements:

Third quarter 2005 International Long Distance (ILD) revenue of
Bs. 32.8 billion (2.5% of total revenue) reflected a 6.0%
increase over third quarter 2004 results, mainly due to a Bs.
3.5 billion increase in net settlements revenue partially offset
by Bs. 1.6 billion (5.1%) decrease in outgoing revenue. This
decrease reflected a 15.4% reduction in weighted average tariffs
partially offset by a 6.3% increase in traffic. The ILD tariffs'
drop is primarily attributable to competitive pressures.

The Bs. 3.5 billion net settlement revenue increase on a year-
over-year basis continues to reflect an improved
incoming/outgoing traffic ratio achieved by the Company through
negotiations with key operators involving higher commitments for
inbound traffic combined with improved quality of service. As a
result, on a year over year basis, incoming revenue increased
90.6% while outgoing traffic costs increased 7.1%.

Interconnection Revenue (Outgoing Fixed to Mobile and Incoming):

The third quarter 2005 1.6% year-over-year decline in
interconnection revenues is attributable to a 38.5% decrease in
incoming revenues partially offset by a 4.9% increase in total
outgoing revenue. Incoming revenue decreased due to a 33.6%
reduction in real rates partially offset by a 0.7% growth in
traffic. The reduction in real rates reflects the effect of
inflation in nominal rates that have remained constant and the
impact on long distance incoming revenue after other operators
completed the installation of additional interconnection points.

The 4.4% and 6.0% increases in Local and DLD fixed to mobile (F-
M) outgoing revenue were driven by 20.3% and 27.1% traffic
increases, respectively, over the same period last year.

Traffic increases were partially offset by respective real rate
reductions of 12.4% and 13.7% for those revenue lines. Higher
outgoing traffic resulted from a larger mobile market combined
with a new fixed to mobile tariff designed to stimulate usage,
with a special emphasis on public telephony.

Mobile

Third quarter Mobile revenue increased 34.9% on a year-over-year
basis to Bs. 497.3 billion, increasing its share of our total
revenues from 31.4% to 38.1%. Our mobile business continues to
be the main driver of the Company's revenue growth. The growth
in mobile revenue resulted from a 40.5% gain in traffic driven
by the 45.8% increase in our customer base as well as the 139.1%
increase in equipment sales.

Subscribers:

By the end of third quarter 2005, the mobile customer base
exceeded the 4 million subscriber mark, a 45.8% increase on a
year-over-year basis. Postpaid and prepaid subscribers increases
of 10.8% and 48.8%, respectively, accounted for the total
increase. This marks the second quarter of net additions in
excess of 400 thousand subscribers. The addition of 405 thousand
net subscribers drove a 11.3% sequential increase over second
quarter 2005 customer base. Vacation and back to school
promotions combined with lower priced handsets drove the third
quarter growth.

Usage and ARPUs:

A total of 1,082 million minutes of use (outgoing and incoming)
were generated during the third quarter 2005, a 40.5% increase
compared to third quarter 2004.

The Company's bundled offers continue to channel most of the
outgoing traffic growth. The 40.8% increase in third quarter
2005 outgoing minutes resulted from a 97.4% increase in bundled
traffic combined with a 8.8% growth in unbundled minutes.
Compared to third quarter 2004 volumes, our prepaid bundled
plans, first introduced in April 2004, drove 178 million
additional minutes in third quarter 2005. An additional 58
million minutes were generated by postpaid bundles.

During third quarter 2005, blended ARPU declined 9.4% to Bs.
45,144 driven by new customer additions mainly through the
prepaid bundled plans ("Pegate durisimo" and "Rumbear") targeted
to segments of lower income.

During third quarter 2005, SMS revenue totaled Bs. 93.6 billion,
a 48.2% increase over third quarter 2004. Approximately 1,831
million messages, a 81.8% increase over the same 2004 period,
were sent by our customers during the quarter. SMS represented
14.7% of the Company's total third quarter mobile revenue.

Hand set sales during third quarter 2005 increased 139.1% on a
year-over-year basis, representing 22.5% of mobile revenue.
Movilnet sold over 767 thousand handsets for Bs. 111.7 billion
during third quarter 2005. Improved purchasing power of segments
of lower income and the Company's efforts to source lower cost
handsets have allowed lower subsidy levels during the third
quarter 2005 when compared sequentially and to the same period
last year.

Broadband

Broadband revenue increased Bs. 49.0 billion (36.5%) on a year-
over-year basis to Bs. 183.2 billion, increasing its share of
Company's total revenue from 11.4% to 14.1%. The increase was
due to a Bs. 34.6 billion (89.5%) increase in ADSL (ABA) revenue
combined with a Bs. 14.4 billion (15.1%) increase in private
circuits revenue.

ADSL (ABA) lines experienced strong increases over the last six
quarters, with 92.5% year-over-year growth measured at the end
of the third quarter. As of September 2005, our ADSL (ABA)
customer base totaled almost 245 thousand lines. Our continued
investment and commercial efforts to improve and promote our
Broadband offerings have fuelled the strong ADSL (ABA) sales
momentum.

EXPENSE AND MARGIN ANALYSIS

Total Operating Expenses

Third quarter 2005 total operating expenses increased Bs. 897.2
billion or 88.2%, to Bs. 1,914.0 billion compared to third
quarter 2004. The increase is comprised of a Bs. 823.7 billion,
or 105.6% increase in operating expenses excluding depreciation
and amortization, and a Bs. 73.5 billion, or 31.1%, increase in
depreciation and amortization expenses.

The increase in operating expenses excluding depreciation and
amortization resulted mainly from the incremental provision for
pension contingency of Bs. 630.7 billion recorded to reflect the
Social Chamber of the Supreme Court's July 26, 2005 decision.
The total reserve for the estimated adjustment of retirees'
benefits now totals Bs. 714.9 billion.

Operations, maintenance, repairs and administrative expenses
increased by Bs. 171.6 billion or 30.2% primarily as a result of
the growth in cellular handset and fixed wireless terminal
equipment cost of sales of Bs. 129.8 billion or 157.3% driven by
a 312.5% increase in cellular handset sales at various levels of
subsidies. Three other cost elements contributed to this
increase: (i) a Bs. 26.8 billion write-off of software
expenditures related to the integration and transformation of
information systems as a result of resizing and redefining the
process of the current project related to customer relationship
management; (ii) higher labor and related benefits expense of
Bs. 25.8 billion mainly as a result of the change in the
accounting treatment for post retirement benefit obligations
explained in the second quarter of 2005; and (iii) Bs. 12.9
billion increase in contractor expenses supporting customer
service.

Interconnection cost increased by Bs. 29.0 billion or 24.7% due
to an 18.0% increase in traffic volumes over the third quarter
of 2004. Concession and other taxes increased 12.1% as a result
of the higher revenue base.

Provision for uncollectible decreased by Bs. 16.0 billion or
65.0% due to improvements in the collection process and the
significant increase of our prepaid customer base. The increase
in depreciation and amortization expense resulted from our
increased 2004 and 2005 capital investments that are focused on
the expansion of network coverage and capacity as well as the
improvement of our service offerings.

EBITDA and EBITDA Margin

The incremental provision for pension contingency associated
with the Social Chamber of the Supreme Court's July 26, 2005
decision was the primary driver of the negative EBITDA of Bs.
300.3 billion. As a percentage of revenue, EBITDA margin was a
negative 23% compared to a positive 34% for the third quarter of
2004. Excluding the impact of the increased provision for
pension contingency, EBITDA and EBITDA margin would be Bs. 330.4
billion and 25%, respectively.

This result would have represented a reduction of 16.2% in
EBITDA as a result of the absence of tariff increase approvals,
higher cost of sales and customer services contractor expenses
associated with our growth initiatives, combined with the
increase in labor and benefit expenses. Without the increased
provision for pension contingency, cumulative EBITDA for the
nine months ended September 30, 2005 would be Bs. 1,043.6
billion, 11.3% lower than same period last year.

For a reconciliation of EBITDA to GAAP financial measures please
refer to the section on Reconciliation of Non-GAAP financial
measures on page 15.

Other Income (Expense), net and Taxes

Other income, net of Bs. 23.7 billion was recorded during third
quarter 2005 compared to other expense, net of Bs. 18.0 billion
during third quarter 2004. Interest income increased by Bs. 4.1
billion or 27.2% due to higher short-term investments. Third
quarter interest expense increased by Bs. 3.7 billion or 82.0%
due to higher average interest rates related to commercial paper
and bolivar denominated debt. An exchange loss of Bs. 2.7
billion was recorded in third quarter of 2005 compared to an
exchange gain of Bs. 0.8 billion during the same period in 2004.
This variance was largely attributable to the reversal of a Bs.
3.1 billion exchange gain recorded in third quarter 2005 due a
change in the denomination of certain accounts from US dollars
to bolivars.

A Bs. 8.3 billion gain from net monetary position was recorded
in third quarter 2005 compared to the Bs. 12.4 billion loss
recorded during third quarter 2004. The swing was attributable
to a higher average net monetary liability position driven
mostly by the change to monetary items of pension and
postretirement benefits liabilities. Other income of Bs. 7.2
billion was recorded in third quarter 2005 compared to other
expense of Bs. 17.0 billion in third quarter 2004.

The total income tax benefit recorded in third quarter 2005
increased by Bs. 131.2 billion to Bs. 149.2 billion compared to
the same period a year ago. The current tax provision increased
by Bs. 11.4 billion mainly due to the December 31, 2004
expiration of investment income tax credits partially offset by
Bs. 33.9 billion of reduction from the additional provision for
pension contingency.

The deferred tax benefit increased by Bs. 142.6 billion or
449.0% to Bs. 174.3 billion in the third quarter of 2005
compared to Bs. 31.7 billion in the same period of 2004. This
increase is mainly attributable to the Bs. 164.3 billion tax
benefit on the incremental provision for pension contingency.

Net Income (Loss)

Third quarter net loss totaled Bs. 437.1 billion compared to a
net income of Bs. 158.0 billion in third quarter of 2004. This
was largely the result of the provision for pension contingency
and increased depreciation and amortization, partially offset by
higher revenue and other income, all net of income taxes.

Excluding the impact of the additional provision for pension
contingency and the related net impacts in the income tax
benefit of Bs. 198.2 billion, net loss would have been Bs. 4.6
billion vs. the Bs. 158.0 billion income for third quarter 2004
resulting from the lower EBITDA of Bs. 63.8 billion,
depreciation and amortization of Bs. 73.5 billion and income
taxes of Bs. 67.0 billion, partially offset by higher revenue
and other income.

CASH FLOW ANALYSIS

Free cash flow (FCF) for the nine-month period ended September
30, 2005 totaled Bs. 440.6 billion, 46.1% lower than the Bs.
816.9 billion reported in the same period of 2004. The Bs. 376.3
billion year-over-year reduction in FCF was driven by a Bs.
176.1 billion decrease in cash earnings (net income or loss
adjusted for non cash items), and a Bs. 219.3 billion increase
in capital expenditures, partially offset by a Bs. 19.1 billion
increase in the net balance of current and noncurrent assets and
liabilities. (See Reconciliation of Non-GAAP financial measures
on page 15).

September 2005 year to date net cash used in financing
activities totaled Bs. 603.8 billion and primarily reflected the
payment of Bs. 436.4 billion in dividends and the repayment of
Bs. 247.7 billion in debt. The Company's net cash position
totaled Bs. 732.2 billion as of September 30, 2005, compared to
Bs. 815.1 billion as of December 31, 2004. (See also
Reconciliation of Non-GAAP financial measures).

Capital Expenditures

Capital expenditures for the nine-month period ended September
30, 2005 totaled Bs. 595.2 billion, a Bs. 219.3 billion (58.3%)
increase over the same period of 2004. 2005 Capital expenditures
continue to focus on: i) the expansion of our CDMA-1X network
footprint to support projected demand in mobile and fixed
wireless services; ii) the deployment of backbone and data
networks to sustain the growth in our ABA (ADSL) and other data
product lines; and iii) the integration and transformation of
the Company's information systems. In addition, the Company is
deploying Evolution Data Optimized (EVDO) technology for
wireless broadband services and has initiated the substitution
of analog switches with multi-service access nodes to support
service enhancements and increase operating efficiency.

Total Debt

During the nine-month period ended 2005, Cantv's debt payments
totaled Bs. 247.7 billion. 2005 payments included a Bs. 86.3
billion (US$39.4 million) payment on International Finance
Corporation (IFC) loans, a Bs. 21.2 billion (1,081.9 million)
payment to Japan's Eximbank and the repayment of Bs. 140.2
billion of commercial paper and local bank loans. During the
same period 2004, payments of Bs. 259.5 billion included a Bs.
200.1 billion (US$100 million) payment for Yankee Bonds, Bs.
30.4 billion (US$7.2 million) for the IFC loans, a Bs. 21.2
billion (1,081.9 million) payment to the Japans' Eximbank and
the repayment of Bs. 7.8 billion for local loans.

As of September 30, 2005, total debt amounted to Bs. 107.2
billion, a Bs. 139.7 billion decrease compared to debt balances
as of September 30, 2004. During 2005, the Company has issued
commercial paper totaling Bs. 74.5 billion as of September 30,
2005 of which Bs. 11.2 billion remain outstanding.

As a percentage of Equity, total debt was 2.5% as of September
30, 2005 compared to 5.0% as of
September 30, 2004.

OTHER DEVELOPMENTS

Exchange Control

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

The Company has received approvals from the Comision de
Administracion de Divisas (CADIVI) (the Government's Commission
for Administration of Foreign Exchange) to acquire US$921.9
million since the implementation of the exchange controls, for
payments of foreign goods and services (US$718.9 million) and
interest and debt payments (US$203.0 million). During the third
quarter of 2005, the Company received approvals from CADIVI to
acquire US$273.4 million for payments of foreign goods and
services and US$40.6 million for interest and debt payments. As
of September 30, 2005, CADIVI had approved US$505.6 million
since the implementation of the exchange controls for the
conversion of Bolivars to US dollars for repatriation of
dividends.

Cantv, a Venezuelan corporation, is the leading Venezuelan
telecommunications services provider with over 3 million fixed
access lines in service, over 4 million mobile subscribers and
almost 262 thousand broadband subscribers as of September 30,
2005. The Company's principal strategic stockholder is a wholly-
owned subsidiary of Verizon Communications Inc. with 28.5% of
the capital stock. Other major stockholders include the
Venezuelan Government with 6.6% of the capital stock (Class B
Shares), employees, retirees and employee trusts which own 6.8%
(Class C Shares) and the remaining 58.1% of the capital stock is
held by public and other stockholders.

CONTACT: CANTV
         Gregorio Tomassi
         Investor Relations
         Phone: 011-58-212-500-1831
         Fax: 011-58-212-500-1828
         E-Mail: invest@cantv.com.ve

         The Global Consulting Group
         Phone: 646-284-9423
         E-Mail: cvillavicencio@hfgcg.com


PDVSA: CITGO Solicites Required Percentage of Consents
------------------------------------------------------
CITGO Petroleum Corporation announced Thursday that, as of 5
p.m., Eastern Time Wednesday, Oct. 26, 2005 (the "Consent
Date"), it had received tenders and consents for approximately
90.4 percent of its outstanding 7 7/8 percent Senior Notes due
2006 (the "7 7/8 percent Notes") and approximately 99.6 percent
of its outstanding 6 percent Senior Notes due 2011 (the "6
percent Notes" and, together with the 7 7/8 percent Notes, the
"Notes"). The consents received from holders of the Notes
exceeded the requisite consents needed to amend the indentures
under which each of the 7 7/8 percent Notes and the 6 percent
Notes were issued (together, the "Indentures"). The proposed
amendments to the Indentures and the terms of the tender offers
and consent solicitations for the Notes are detailed in CITGO's
Offer to Purchase and Consent Solicitation Statement, dated Oct.
13, 2005 (the "Offer to Purchase").

Promptly following the Consent Date, CITGO and the trustees
under the Indentures are expected to enter into supplemental
indentures that will, once operative, eliminate substantially
all restrictive covenants, certain events of default and certain
other related provisions of the Indentures. The supplemental
indentures will not become operative unless and until payment is
made for Notes accepted for purchase by CITGO pursuant to the
tender offers. CITGO's purchase of the Notes is subject to the
satisfaction or waiver of various conditions, as described in
the Offer to Purchase, including a financing condition. The
tender offer for each series of Notes is not conditioned upon
the consummation of the tender offer for the other series of
Notes. The tender offers will expire at midnight Eastern Time,
Wednesday, Nov. 9, 2005, subject to CITGO's right to amend,
extend or terminate the tender offers at any time.

J.P. Morgan Securities Inc. is the Dealer Manager and
Solicitation Agent for the tender offers and consent
solicitations and may be contacted at 212-834-3424 (call
collect) or 866-834-4666 (toll free). Requests for documents may
be directed to Global Bondholder Services, Inc., the Information
Agent, at 212-430-3774 (call collect) or 866-470-3700 (toll
free).

This announcement is not an offer to purchase or the
solicitation of an offer to sell the Notes. The tender offers
for the Notes and the related consent solicitations are only
being made pursuant to the Offer to Purchase and the related
Consent and Letter of Transmittal.

CITGO, based in Houston, is a refiner, transporter and marketer
of transportation fuels, lubricants, petrochemicals, refined
waxes, asphalt and other industrial products. The company is
owned by PDV America, Inc., an indirect wholly owned subsidiary
of Petroleos de Venezuela, S.A., the national oil company of the
Bolivarian Republic of Venezuela.

CONTACT: CITGO Petroleum Corporation
         Fernando Garay
         Tel: +1-832-486-1489

         David McCollum
         Tel: +1-832-486-4260
         Fax: +1-832-486-1814


SIDOR: Techint Asks Argentina's Backing in Venezuelan Conflict
--------------------------------------------------------------
Argentine industrial conglomerate Techint is seeking government
support in its budding conflict with Venezuela over steelmaker
Sidor, says Dow Jones Newswires. Sidor is jointly owned by the
Venezuelan government and a consortium led by Techint through
its Argentine flat steelmaker Siderar.

Last week, Venezuelan President Hugo Chavez warned his
government will take over Sidor if the latter fails to change
its sales model. Mr. Chavez criticized the Company for selling
its product overseas at high prices while obtaining cheap
Venezuelan raw material.

The Venezuelan mining ministry said the government will ask
Sidor to divert more of its output to the local market and also
pay a "fair price" for iron ore. Sidor buys iron ore from
Venezuelan state-run producer Ferrominera de Orinoco at below-
market rates, the government said.

The Venezuelan government's comments generated concern in
Argentina and sparked declines in Siderar's shares, prompting
Techint officials to seek the Argentine government's support.

A person familiar with the situation reportedly disclosed that
Techint officials met with Argentine Economy Minister Roberto
Lavagna on Wednesday to discuss the matter.

According to Dow Jones Newswires, Technit has long enjoyed a
friendly relationship with the administration and is one of the
government's largest and most influential allies in the private
sector.






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

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