TCRLA_Public/051101.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

           Tuesday, November 1, 2005, Vol. 6, Issue 216

                            Headlines


A R G E N T I N A

AOL LATIN AMERICA: Files Required Monthly Report for August 05
BANCO RIO: Central Bank OKs Spanish Parent's $103.5M Infusion
CRESUD: Board Considers Possible Agricultural Investment
RUEDA PUBLICIDAD: Court Designates Trustee for Liquidation
SAMUEL BENMERGUI: Initiates Bankruptcy Proceedings


B E R M U D A

FOSTER WHEELER: Accepts Senior Notes Payment in Exchange Deal
REFCO INC: US Trustee Appoints Creditors' Committee


B R A Z I L

BANCO MERCANTIL: Rating Hampered by Lackluster Profitability
BRASIL FERROVIAS: Pension Funds, BNDES Mull Stake Sales
CVRD: Fitch Sets 'BB' Rating to Vale Overseas' $800M Issuance
NET SERVICOS: Shareholder Reduces Preferred Shares Ownership
NET SERVICOS: Board Approves Capital Stock Increase

TCP: Customer Base Up 18.4% in 3Q05 Vs. 3Q04
VARIG: Creditors Seek Injunction Removal
VARIG: Creditors Support BND Financing Plan Proposal


C A Y M A N   I S L A N D S

MFS MERIDIAN EUROPEAN: Winding Up Meeting Set for Nov. 28
MFS MERIDIAN GLOBAL BALANCED: To Lay Wind Up Accounts Nov. 28
MFS MERIDIAN GLOBAL EQUITY: Final Meeting Set for Nov. 28
MFS MERIDIAN GLOBAL GROWTH: To Ask Liquidator to Retain Records
MFS MERIDIAN INFLATION: To Hold Final Meeting Nov. 28

MFS MERIDIAN LIMITED: To Authorize Liquidator to Hold Records
MFS MERIDIAN MONEY: Final Meeting Scheduled for Nov. 28
MFS MERIDIAN RESEARCH: To Authorize Liquidator to Keep Records
MFS MERIDIAN STRATEGIC GROWTH: Final Meeting Set for Nov. 28
MFS MERIDIAN STRATEGIC: To Account Wind Up Process Nov. 28

MFS MERIDIAN TECHNOLOGY: To Lay Accounts on Wind Up to Members
MFS MERIDIAN US EMERGING: Wind Up Process to be Explained
MFS MERIDIAN US EQUITY: Final Meeting Set for Nov. 28
MFS MERIDIAN US GOVERNMENT: To Hold Final Meeting Nov. 28


C O L O M B I A

BAVARIA: SABMiller Launches Voluntary Tender Offer for Shares
EMDUPAR: Expects Financial Condition to Worsen
TENDERCO: Initiates Tender Offer to Purchase Transtel's Units


M E X I C O

BALLY TOTAL: Announces Official Solicitation Personnel
CORPORACION DURANGO: EBITDA Increases 11% over 2004
EMPRESAS ICA: Reports Higher Revenues, Lower Costs in 3Q05
GRUPO DESC: Launches Public Exchange Offering
GRUPO DESC: Operating Income, EBITDA Increase in 3Q05

GRUPO MEXICO: EBITDA Up 47% Year-Over-Year to $668.9M
MAXCOM TELECOMUNICACIONES: Revenues Up 31% in 3Q05 Vs. 3Q04


P U E R T O   R I C O


DORAL FINANCIAL: Accounting Issues Cue S&P to Downgrade Ratings
DORAL FINANCIAL: Moody's Drops Senior Debt Rating to Ba3


T R I N I D A D   &   T O B A G O

BWIA: Barbados May Extend Financial Aid


U R U G U A Y

BANCO COMERCIAL: NY Court to Hear Govt's Case Vs. Banks Nov. 22


V E N E Z U E L A

CANTV: CEO Defends Business Stability Following 3Q05 Loss
SIDOR: Initiates Iron Price Negotiations with Government


     - - - - - - - - - -


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A R G E N T I N A
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AOL LATIN AMERICA: Files Required Monthly Report for August 05
--------------------------------------------------------------
On Oct. 17, 2005, America Online Latin America, Inc., and its
debtor-affiliates, filed their monthly operating report for the
month ended August 2005, with the United States Bankruptcy
Court for the District of Delaware.

For the month ending Aug. 31, 2005, the Company's Income
Statement shows:
                                                  Net Income/
                                      Revenue      Net Loss
                                      -------     -----------
America Online Latin                       $0     ($2,536,888)
America, Inc.

AOL Latin America Management,      $2,556,775      $2,000,056
LLC

AOL Puerto Rico Management            $77,056       ($115,135)
Services, Inc.

America Online Caribbean Basin,    $1,048,307        $479,969
Inc.

At Aug. 31, 2005, the Company's balance sheet shows:

              America Online Latin America, Inc.
              __________________________________

      Current Assets                        $17,845,358
      Total Assets                          703,123,113
      Current Liabilities                     6,259,080
      Total Liabilities                     166,259,080
      Total Stockholders' Equity           $536,864,033


              AOL Latin America Management, LLC
              _________________________________

      Current Assets                         $6,135,201
      Total Assets                            6,433,215
      Current Liabilities                    17,608,939
      Total Liabilities                      17,608,939
      Total Stockholders' Deficit          ($11,175,724)


          AOL Puerto Rico Management Services, Inc.
          _________________________________________

      Current Assets                           $134,628
      Total Assets                              282,957
      Current Liabilities                     5,954,146
      Total Liabilities                       5,975,625
      Total Stockholders' Equity Deficit    ($5,692,321)


             America Online Caribbean Basin, Inc.
             ____________________________________

      Current Assets                        $18,263,749
      Total Assets                           18,283,899
      Current Liabilities                      (960,387)
      Total Liabilities                        (960,387)
      Total Stockholders' Equity Deficit    $19,244,285

A full-text copy of America Online Latin America, Inc., and its
debtor-affiliates' Monthly Operating Report for the month ended
August 2005, is available at no charge at:

               http://ResearchArchives.com/t/s?28a

Headquartered in Fort Lauderdale, Florida, America Online Latin
America, Inc. -- http://www.aola.com/-- offers AOL-branded
Internet service in Argentina, Brazil, Mexico, and Puerto Rico,
as well as localized content and online shopping over its
proprietary network.  Principal shareholders in AOLA are
Cisneros Group, one of Latin America's largest media firms,
Brazil's Banco Itau, and Time Warner, through America Online.
The Company and its debtor-affiliates filed for chapter 11
protection on June 24, 2005 (Bankr. D. Del. Case No. 05-11778).
Pauline K. Morgan, Esq., and Edmon L. Morton, Esq., at Young
Conaway Stargatt & Taylor, LLP and Douglas P. Bartner, Esq., at
Shearman & Sterling LLP represent the Debtors in their
restructuring efforts.  When the Debtors filed for protection
from their creditors, they listed total assets of $28,500,000
and total debts of $181,774,000. (Troubled Company Reporter,
Oct. 29, 2005, Vol. 9, No. 257)


BANCO RIO: Central Bank OKs Spanish Parent's $103.5M Infusion
-------------------------------------------------------------
The Argentine central bank approved Thursday a US$103.5-million
capital injection on local bank Banco Rio de la Plata SA by its
Spanish parent, Banco Santander Central Hispano (STD), reports
Dow Jones Newswires.

An unnamed Banco Rio source said the capital injection
complements a US$137.3-million credit that Banco Rio received
from its parent in February.

"It's a process that permits Banco Rio to speed up the
improvement of the quality of its balance sheets," said the
spokesman, who said he couldn't say when the local unit would
be receiving future capital injections.

CONTACT:  BANCO RIO DE LA PLATA S.A.
          Bartolome Mitre 480
          1036 Buenos Aires, Argentina
          Phone: +54-14-341-1081-1580
          Fax: +54-14-341-1074-1084
          Web site: http://www.bancorio.com.ar


CRESUD: Board Considers Possible Agricultural Investment
--------------------------------------------------------
The Board of Directors of Cresud S.A.C.I.F. y A is analyzing
the potential an agricultural investment in Brazil through a
specific legal vehicle. This eventual exposure to the Brazilian
market does not modify the priorities that the Company has on
the present and future investments in the Republic of
Argentina.

The choice of Brazil as destiny of eventual investments was
made taking into account especial characteristics of the market
that set forth a good framework to apply the Company broad
experience. Approval of the project and more details are
expected in the near future.

CONTACT: Cresud S.A.C.I.F. y A.
         Alejandro Elsztain - CEO
         Gabriel Blasi - CFO
         Phone: 54-11-4323-7449
         E-mail: finanzas@cresud.com.ar
         URL: http://www.cresud.com.ar


RUEDA PUBLICIDAD: Court Designates Trustee for Liquidation
----------------------------------------------------------
Santa Fe accountant was assigned trustee for the liquidation of
local company Rueda Publicidad S.A., relates Infobae.

Mr. Rudy Stambuk will verify creditors' claims until Nov. 30,
2005, the source adds. After that, he will prepare the
individual reports, which are to be submitted in court on Feb.
20, 2006. The submission of the general report should follow on
April 4, 2006.

CONTACT: Mr. Rudy Stambuk, Trustee
         Cordoba 1147 Rosario (Santa Fe)


SAMUEL BENMERGUI: Initiates Bankruptcy Proceedings
--------------------------------------------------
Rio Cuarto's civil and commercial court declared Samuel
Benmergui y Otros S.H. "Quiebra," reports Infobae. Ms. Rosa
Azucena Camano, who has been appointed as trustee, will verify
creditors' claims until Dec. 2, 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 March
3, 2006, followed by the general report on April 19, 2006.

CONTACT: Samuel Benmergui y Otros S.H.
         Buenos Aires 198
         Rio Cuarto (Cordoba)

         Ms. Rosa Azucena Camano, Trustee
         General Paz 220
         Rio Cuarto (Cordoba)



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B E R M U D A
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FOSTER WHEELER: Accepts Senior Notes Payment in Exchange Deal
-------------------------------------------------------------
Foster Wheeler Ltd. (Nasdaq:FWLT - News) announced Friday that
it has accepted for payment $133,488,250 of aggregate principal
amount of its Senior Secured Notes due September 2011, Series
A. The tendered Senior Notes were accepted in connection with
Foster Wheeler's ongoing Exchange Offer for up to $150 million
of aggregate principal amount of its Senior Notes. The tenders
accepted were solely from certain holders with whom Foster
Wheeler has entered into a lock-up agreement in connection with
the Exchange Offer. The number of new common shares issued
pursuant to notes tendered by the locked-up holders and
accepted by Foster Wheeler will be 5,363,424.397. As of October
27, 2005, Foster Wheeler had 50,741,322 outstanding common
shares.

Foster Wheeler also announced that the related Consent
Solicitation has expired and that it has received sufficient
consents to amend the indenture governing the Senior Notes.
Foster Wheeler expects to execute and deliver the supplemental
indenture, along with all necessary documentation for the
trustee to take similar action, as soon as practicable.

"The ongoing Exchange Offer is another significant step in our
Company's deleveraging," said Raymond J. Milchovich, chairman,
president and chief executive officer. "The three key
accomplishments of the Exchange Offer are as follows:

- Most importantly, this exchange will be accretive to expected
2006 earnings per share;

- Up to $150 million of principal amount of debt will be
eliminated, reducing the Company's gross debt to its lowest
level in more than 15 years;

- Up to $15 million of interest expense will be eliminated in
2006, all of which will flow to annual income.

"I am very pleased with the success of the initial phase of
this Exchange Offer. Together with our two previous successful
Exchange Offers, this ongoing Exchange Offer establishes a much
stronger financial foundation for Foster Wheeler, further
enhancing our ability to deliver successful products and
services that meet or exceed the expectations of our worldwide
client base. In addition, the successful Consent Solicitation
will provide Foster Wheeler with an additional level of
financial and operating flexibility."

The Exchange Offer is currently scheduled to remain open to
non-locked-up holders through 5:00 p.m., New York City time, on
November 10, 2005. Holders tendering securities during the
remaining offering period will receive the same consideration
as holders who tendered during the Consent Solicitation period,
that is, 40.179 common shares for each $1,000 of aggregate
principal amount of notes accepted by Foster Wheeler.
Securities tendered during the remaining offer period may not
be withdrawn and are subject to pro-ration as the aggregate
amount of notes tendered will exceed $150 million.

The terms and conditions of the Exchange Offer are as set forth
in the Offer to Exchange and related documentation previously
distributed to holders of Senior Notes. A copy of the Offer to
Exchange and other documents relating to the Exchange Offer and
Consent Solicitation may be obtained from Morrow & Co., Inc.,
the Information Agent for this Exchange Offer and Consent
Solicitation. Morrow's telephone number for bankers and brokers
is 800-654-2468 and for all other security holders is 800-607-
0088. Contact the Information Agent with any questions on the
Exchange Offer.

Individuals holding their securities through brokers are urged
to contact their brokers to receive a copy of the Offer to
Exchange and other documents related to the Exchange Offer.

The foregoing reference to the Exchange Offer and Consent
Solicitation and/or any other related transactions shall not
constitute an offer to buy or exchange securities or constitute
the solicitation of an offer to sell or exchange any securities
in Foster Wheeler Ltd. or any of its subsidiaries.

Foster Wheeler Ltd. is a global company offering, through its
subsidiaries, a broad range of design, engineering,
construction, manufacturing, project development and
management, research and plant operation services. Foster
Wheeler serves the refining, upstream oil and gas, LNG and gas-
to-liquids, petrochemical, chemicals, power, pharmaceuticals,
biotechnology and healthcare industries. The corporation is
based in Hamilton, Bermuda, and its operational headquarters
are in Clinton, New Jersey, USA.

CONTACT: Foster Wheeler Ltd.
         Media
         Maureen Bingert
         Phone: 908-730-4444
         E-mail: maureen_bingert@fwc.com
                      or
         Investor Relations
         John Doyle
         Phone: 908-730-4270
         E-mail: john_doyle@fwc.com
                      or
         Other Inquiries
         Phone: 908-730-4000
         E-mail:  fw@fwc.com

         URL: www.fwc.com


REFCO INC: US Trustee Appoints Creditors' Committee
---------------------------------------------------
Deirdre A. Martini, the United States Trustee for Region II,
convened a meeting of Refco's largest unsecured creditors for
the purpose of forming one or more official committees of
unsecured creditors pursuant to 11 U.S.C. Sec. 1102.

Ms. Martini introduced herself to dozens of Refco creditors
interested in serving on an official committee.  Ms. Martini
also introduced creditors to Assistant U.S. Trustee Elizabeth
J. Austin, and the trio of trial attorneys -- Alicia M.
Leonhard, Esq., Andy Velez-Rivera, Esq., and Greg M. Zipes,
Esq. -- who will represent the U.S. Trustee in Refco's chapter
11 cases.

Ms. Martini explained the "watchdog" role of the U.S. Trustee
in a bankruptcy case, as part of the U.S. Department of
Justice, and that the Bankruptcy Code charges the U.S. Trustee
with the responsibility of appointing at least one official
committee of unsecured creditors that's representative of the
interests of the entire unsecured creditor population.

Ms. Martini advised that she and her staff received "many"
indications of interest from Refco creditors anxious to serve
on an official committee.  Ms. Martini indicated that she and
her staff have carefully reviewed those solicitation forms and
will need to interview some creditors to learn more about their
particular interests and how those interests align with the
general creditor population.  The goal, Ms. Martini stressed,
is to form a committee that, in her opinion, fairly and
adequately represents all unsecured creditors.

Ms. Martini reviewed the functions and duties of an official
committee described in Section 1103 of the Bankruptcy Code.
Ms. Martini noted that the Committee "may" employ
professionals, and advised that she will be taking a close look
at any applications by the Committee to employ professionals in
Refco's cases.  Ms. Martini mentioned that there are a number
of regulatory agencies involved in Refco's cases, including the
U.S. Securities and Exchange Commission, the United States
Attorney's office, the Commodities and Futures Trading
Commission, and their foreign analogs.

Ms. Martini introduced the audience to:

    -- Refco's lead lawyers, J. Gregory Milmoe, Esq., and
       Sally McDonald Henry, Esq., at Skadden, Arps, Slate,
       Meagher & Flom LLP;

    -- Harvey R. Miller from Greenhill, Refco's financial
       advisor; and

    -- Robert N. Dangremond from AlixPartners, in charge of
       reconstructing Refco's financial information.

Mr. Milmoe gave an overview of Refco's regulated and
unregulated brokerage businesses. Mr. Milmoe said that there's
every indication that the regulated businesses were conducted
in accordance with applicable rules and regulations and have
maintained required capital.  Those regulated businesses have
not filed for bankruptcy and don't intend to.  They are being
sold as a going concern -- quickly, at a terrific price,
everybody hopes.

The unregulated businesses, Mr. Milmoe indicated, were much
more profitable and much less structured. There is no
indication at this juncture that any segregated accounts were
maintained by Refco Capital Markets and there's every
indication that RCM clients' funds were co-mingled.

Refco's collapse, Mr. Milmoe explained, was a classic "run on
the bank."  The former CEO's wrongdoing was discovered and
disclosed.  That led to a crisis of confidence, which led to a
rush by customers to withdraw funds.  Trading positions
couldn't be liquidated fast enough to keep up with the
withdrawal demands.  Refco declared a moratorium.  Regulatory
agencies pounced.  The result was a bankruptcy filing and J.C.
Flowers' offer to buy the regulated businesses for 103% of
their net statutory capital.

Many bidders have emerged at higher premiums and the Company is
delighted that everybody is marching toward a Nov. 10 sale
hearing to the highest and best bidder.  Mr. Miller confirmed
that Greenhill is working with six or eight active bidders at
this time, and that Greenhill has established a data room to
provide equal access to relevant information to all qualified
bidders.  The unregulated businesses, Mr. Milmoe stressed, will
take time to sort out.  The most pressing question is whether
securities held in a Refco Capital Markets client's account is
customer property or property of the estate.  Skadden's
preliminary view, Mr. Milmoe said, stressing the word
preliminary, is that those assets are company property.  That
initial conclusion is based on the language of RCM's standard
form contracts.  Some individually negotiated agreements may
say something else, and Skadden hasn't looked at those yet.

Mr. Dangremond related that AlixPartners has its professionals
stationed in key locations around the globe working on tracing
transactions in the unregulated businesses.  AlixPartners is
also working closely with the active bidders and supplying a
steady stream of updated financial date as it's produced to
Greenhill.

Mr. Milmoe commented that Refco's cases were filed on a rushed
basis.  The initial papers, Mr. Milmoe indicated, don't
represent Skadden's best work.  Refco has good customer
records, Mr. Milmoe said.  The larger-picture records aren't so
good, and it was difficult to translate that information into
the format required by bankruptcy forms and practice.

Ms. Martini permitted creditors to ask questions.

Salvatore A. Barbatano, Esq., at Foley & Lardner LLP, asked if
his client -- one of Refco's 10-largest unsecured creditors --
could get any hint about Refco Capital Markets' financial
condition.

In the regulated business, Mr. Milmoe said, there is no
question that client funds are customer property and, when
sold, will generate several hundred million dollars of excess
cash.  It is impossible to determine at this time, Mr. Milmoe
said, whether assets exceed liabilities in the unregulated
businesses.  Customer account information, Mr. Milmoe stressed,
is very good.  There is some confusion over trades in transit
when the moratorium was declared.  Who recovers precisely what
value at the end of the day is unclear at this time. Refco
Capital Markets' fixed assets do not appear to have a lot of
value.

Mr. Milmoe confirmed that KPMG has been appointed as the
provisional liquidator for Refco Capital Markets by the court
in Bermuda.  The Debtors expect to commence a chapter 15
proceeding under the U.S. Bankruptcy Code to harmonize and
integrate that Bermudan proceeding with the U.S. chapter 11
cases.

"Can we get any time estimates," the creditor asked, "about
when financial data will be available?"

Mr. Dangremond said his team of AlixPartners professionals is
working as quickly as possible to produce coherent and accurate
financial statements.

Rick B. Antonoff, Esq., at Pillsbury Winthrop Shaw Pittman LLP,
asked if the Debtors have any plan to deal with the question of
whether client funds are customer property in an omnibus
fashion or whether each customer will be expected to file a
separate lawsuit in bankruptcy court?  Mr. Milmoe advised that,
at last count, he's seen 25 demands for the return of funds
customers don't think constitute property of the estate.  Many
of these demands make the same arguments and can likely be
addressed by the court in large batches.

Mr. Milmoe advised creditors that to maintain the status quo,
Refco asked Judge Drain to extend the moratorium on the
withdrawal of client funds until further order of the Court.
Judge Drain approved that request, Mr. Milmoe said.

Ms. Martini halted the Q&A session after three questions and
adjourned the meeting.  Over a three-hour period, Ms. Martini
and her staff met with creditors one-on-one while creditors and
professionals mingled.  Ms. Martini reconvened the meeting to
announce her decision that she will appoint one Official
Committee of Unsecured Creditors in Refco's cases and the
Committee's initial members are:

  1. Everest Asset Management, Inc.
     1100 North 4th Street, Suite 143
     Fairfield, Iowa 52556
     Attention: Peter Lamoureux, President
     Phone: 641.472.5500

  2. Premier Bank International N.V.
     Abraham Veerstraatt 7-A
     Willemstad, Curazao, Netherlands Antilles
     Attention: Diego Enrique Lepage Gimon,
                Assistant Vice President
     Phone: 59 99 461 3967/465 7708

  3. Wells Fargo National Association, as Indenture Trustee
     Sixth Street and Marquette Avenue
     MAC N9303-120
     Minneapolis, Minnesota 55479
     Attention: Julie J. Becker, Vice President
     Phone: 612.316.4772

  4. Cargill, Incorporated
     15407 McGinty Road West
     Wayzata, Minnesota 55319
     Attention: Linda L. Cutler
     Phone: 952.742.6377

  5. VR Global Partners, L.P.
     Avora Business Park
     77 Sadovnicheskaya Nab. Building 1
     Moscow, 115035 Russia
     Attention: Richard Deitz
     Phone: 011 709 578 78181

  6. Fimex International Ltd.
     Pasea Estate, Road Town
     Tortola, British Virgin Islands
     Attention: J.R. Rodriguez
     Phone: 212.593.3464

  7. Markwood Investments
     c/o SSG Capital Advisors, L.P.
     Five Tower Bridge
     300 Bar Harbor Drive, Suite 420
     West Conshohocken, Pennsylvania 19428
     Attention: Arturo Frieri
     Phone: 610.9540.3637

Ms. Martini directed the newly appointed Committee members to
introduce themselves to one another, convene their first
meeting, decide how to organize themselves, and, if they wanted
to, meet with any professionals.  The Committee met with a
short list of lawyers and financial advisors and, before the
end of the day Friday, hired:

   (A) Legal Counsel:

          Financial Restructuring Team:

               Luc A. Despins, Esq.
               Susheel Kirpalani, Esq.
               Matthew S. Barr, Esq.
               Wilbur F. Foster, Jr., Esq.
               MILBANK, TWEED, HADLEY & MCCLOY LLP
               1 Chase Manhattan Plaza
               New York, NY 10005
               Telephone (212) 530-5000
               Fax (212) 530-5219

          M&A Team:

               Thomas C. Janson, Esq.
               David J. Wolfson, Esq.
               MILBANK, TWEED, HADLEY & MCCLOY LLP
               New York

          Litigation & Investigation Team:

               Scott A. Edelman, Esq.
               MILBANK, TWEED, HADLEY & MCCLOY LLP
               New York

        and

    (B) Financial Advisors:

           Eric Siegert
           Managing Director
           HOULIHAN LOKEY HOWARD & ZUKIN
           225 South Sixth Street, Suite 4950
           Minneapolis, MN 55402
           Telephone (612) 338.2910
           Fax (612) 338.2938

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

The Company and 23 of its affiliates filed for chapter 11
protection on Oct. 17, 2005 (Bankr. S.D.N.Y. Case No. 05-
60006). J. Gregory Milmoe, Esq., at Skadden, Arps, Slate,
Meagher & Flom LLP, represent the Debtors in their
restructuring efforts.  Refco reported $16.5 billion in assets
and $16.8 billion in debts to the Bankruptcy Court on the first
day of its chapter 11 cases.  (Refco Bankruptcy News, Issue No.
6; Bankruptcy Creditors' Service, Inc., 215/945-7000)



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B R A Z I L
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BANCO MERCANTIL: Rating Hampered by Lackluster Profitability
------------------------------------------------------------
CREDIT RATING: B/Stable/B

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

Rationale

The rating assigned to Banco Mercantil Do Brasil S.A. (MB)
reflects the challenges faced by a midsize bank operating in
the segment of small and midsize companies and individuals in
the competitive banking industry in Brazil; its low
profitability when compared to the industry, which is
negatively affected by the bank's large and costly operational
structure and small scale; and its capitalization, which can be
a limiting factor in the long term, though it is adequate in
the short term. These risk factors are partially offset by MB's
long track record operating in the market and knowledge of its
core/niche market, mainly the state of Minas Gerais, which
translate into good market share and brand-name recognition on
a regional basis; its diversified operation; and good liquidity
management.

With total assets of Brazilian reais (BrR) 4.4 billion as of
June 2005 (equivalent to $1.9 billion at BrR2.35 to $1), MB is
a small bank, positioned as the 22nd-largest private bank in
the competitive Brazilian system. While the bank's national
market share is not relevant (market share in total assets and
lending is less than 1%), it holds a more significant market
presence in the region where the bank focuses its operations
(mainly Minas Gerais and the interior of Sao Paulo). MB's brand
name is well recognized in the region, where it focuses its
activities on consumer banking, mainly to low-income
individuals, and in servicing midsize and local companies.

MB has a long track record in the market, operating since 1943.
MB went through a restructuring process in the past six years
and, by doing so, was prepared for the competitive environment.
While Standard & Poor's Ratings Services believes the bank has
streamlined its operations, it remains challenged to translate
its customer-oriented strategy and its reshaped operational
structure into higher profitability and gains of scale. MB's
primary strategic goal is the protection of its business model
through the diversification of its activities (both its assets
and funding are more diversified than those of peers in the
same rating category given its retail profile) and adequate
profitability coming from the increase in clientele and higher
financial intermediation.

After the Banco Santos event at the end of 2004 and the
consequent reduction of funding from institutional investors,
MB adopted a conservative approach toward asset-liability
management, preserving cash instead of pursuing lending more
aggressively. After March 2005, the bank returned to the normal
pace of its lending activities and was able to grow its total
lending portfolio by 3% in second-quarter 2005, after a
reduction of 8% in the first quarter. Despite the slowdown in
lending activities, asset quality indicators have been
maintained at the same levels of the banking industry in
general. The ratio of nonperforming loans to total loans
reached 6.4% in June 2005 (6% when adjusted by the amount of
credit ceded in the period), which is less than the 7.7% ratio
the bank showed in 2003 and in line with the 6% presented by
the banking system.

The better economic environment in 2004 and 2005 positively
affected the ratio of net charge-offs to total loans, which
declined to 3.7% in June 2005 from 4.3% in 2004. Nevertheless,
as is the case with other banks, MB's credit portfolio is
susceptible to adverse economic and market conditions that
could affect its asset quality indicators. For the future, we
expect the bank to be able to improve its credit matrix while
benefiting from the prospective economic growth.

One of the main factors constraining the rating is MB's low
bottom-line results. The bank has maintained average ROA of
0.5% in the past three years, adjusted for nonrecurrent
results. Despite the bank's efforts to improve core earnings
with enhancements in its asset mix (such as moving toward more
profitable lending to individuals) and to increase revenues
from fees and cross selling, its structure is still costly,
despite improvements (it presented a noninterest expenses-to-
revenues ratio of 77% in June 2005, down from 81% in December
2004, which compares poorly with Brazilian and international
standards) and still lacks the necessary scale (the revenues
from fees-to-total revenues ratio reached only 16% as of June
2005) and revenues stream. We believe the bank still has to
build a track record of stronger and more consistent returns to
reverse its weak profitability and improve its financial
standing.

We view MB's capital as just adequate in view of its strategy
of gradual expansion and its low internal capital generation
capacity. MB has planned a capital injection of BrR50 million
in November 2005. This would bring the risk adjusted asset
ratio to 14.5% and give more comfort to the bank's growth
strategy in the short term. Despite the fact that, like other
midsize and small banks that operate in the Brazilian market,
MB suffered certain redemptions in its deposit base from
institutional investors at the end of 2004, the bank's more
diversified funding base (with stronger reliance on time
deposits from individuals and companies on its funding base
than its peers) and good liquidity attenuated the reduction.
Nevertheless, the bank faces the challenges of continuing to
grow its funding and capitalization at the same pace as its
expansion.

Outlook

The stable outlook reflects our expectations that the bank will
maintain its conservative operation (which explains in part its
profitability level) and preserve its liquidity. Asset quality
indicators are also expected to be maintained at average
industry levels, supported by the bank's reinforcement on
credit policy and procedures. Deterioration of asset quality
indicators and the reduction of its profitability would prompt
a change to a negative outlook or a downgrade. On the other
hand, the ratings could trend upward if the bank is successful
in presenting sustainable and recurring profitability of more
than 1.5%, improving asset quality indicators following credit
growth, and a stronger capital base to support its operation
and expansion.

Primary Credit Analyst: Tamara Berenholc, Sao Paulo (55) 11-
5501-8950; tamara_berenholc@standardandpoors.com

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


BRASIL FERROVIAS: Pension Funds, BNDES Mull Stake Sales
-------------------------------------------------------
Brazilian pension funds Previ and Funcef have hired consultancy
Angra Partners to search for investors willing to buy its
shareholding in rail holding Brasil Ferrovias. According to
Business News Americas, Previ and Funcef, each of whom own
20.8% of Ferrovias, have together invested more than BRL1
billion (US$442mn) in the rail concessionaire since 1998.

Besides Previ and Funcef, Brazilian development bank BNDES is
also looking to sell its 43.6% shareholding in Ferrovias. The
bank, which is negotiating its own sale, has not yet decided
whether to sell all or part of its shares.

Possible interested buyers include logistics firms ALL and MRS
Logistica, as well as Vale do Rio Doce and Japanese trading
company Mitsui. Previ director Luiz Aguiar expects the whole
process to conclude by May next year.


CVRD: Fitch Sets 'BB' Rating to Vale Overseas' $800M Issuance
-------------------------------------------------------------
Fitch Ratings has assigned a long-term foreign currency rating
of 'BB' to Vale Overseas Limited's (Vale Overseas) US$800
million issuance due 2034. Vale Overseas is a wholly owned
subsidiary of Companhia Vale do Rio Doce (CVRD), the world's
largest producer and exporter of iron ore. The notes are
unsecured obligations of Vale Overseas and are unconditionally
guaranteed by CVRD. The obligation to guarantee the notes rank
pari passu with all of CVRD's other unsecured and
unsubordinated debt obligations. The Rating Outlook is
Positive.

Fitch also maintains the following ratings for CVRD and CVRD
Finance Ltd., a wholly owned subsidiary of CVRD:

--Foreign currency rating: 'BB', Outlook Positive;

--Local currency rating: 'BBB' Outlook Stable;

--National scale rating: 'AAA(bra)', Outlook Stable;

--CVRD Finance Ltd., series 2000-1 and series 2000-3: 'BBB';

--CVRD Finance Ltd., series 2000-2 and series 2003-1: 'AAA'.

CVRD's ratings are supported by the company's strong financial
profile and dominant global position as the world's largest
producer and exporter of iron ore. The company's leading
industry position is primarily a result of its low-cost
production capabilities, its high-quality iron ore, and an
extensive and integrated transportation system consisting of
railways and port facilities. The fully integrated nature, from
mine to port, of CVRD's operations and the high iron content of
its ore, result in a favorable cost structure that provides
significant protection from price fluctuations in the cyclical
metals markets.

CVRD stands to benefit from the strong price environment for
iron ore and the positive outlook for demand over the near to
medium term. Iron ore prices rose by about 18% in 2004 and 72%
in 2005. These price increases, along with those of several
other commodities, have been driven by the confluence of a
relatively strong global economy and China's surging demand for
raw materials. Consumers of iron ore face an international
market dominated by just a few large rivals. CVRD's strong cash
generation has resulted in an improving financial profile, with
the ratio of total debt-to-EBITDA declining to 0.7 times (x) as
of June 30, 2005, from 2.1x at year-end 2003, and the ratio of
net debt-to-EBITDA decreasing to 0.5x from 1.8x over the same
period.

CVRD's foreign currency rating of 'BB', Rating Outlook Positive
exceeds the foreign currency rating and country ceiling of
Brazil by one notch. CVRD's Rating Outlook Positive status
mirrors the Rating Outlook Positive status of the foreign
currency rating of the Federative Republic of Brazil, as CVRD's
foreign currency ratings remain linked to the 'BB-' foreign
currency rating of the sovereign.

CVRD's foreign currency rating reflects the strength of the
company's iron ore exporting business and the associated hard
currency generation. The rating is further supported by the
company's low leverage and strong liquidity position. Existing
offshore cash balances and access to hard currency credit lines
help mitigate the transfer and convertibility risks associated
with a 'BB-' rated sovereign. CVRD's consolidated cash balance
of US$1.0 billion at June 30, 2005, covers short-term debt by
about 0.9x. CVRD's liquidity position is supported by US$750
million in committed credit lines from an international bank
consortium. The company intends to use these short-term
facilities only in times of financial crisis and periods of
tight liquidity. Offshore cash and funds available under
committed credit facilities cover CVRD's annual debt service by
about 1.0x.

CVRD, headquartered in Brazil, is the world's largest producer
and exporter of iron ore and pellets, with a share of
approximately 32% in the global seaborne iron ore trade of
about 600 million tons. In 2004, consolidated sales totaled 231
million tons and consisted of 204 million tons of iron ore and
27 million tons of pellets. In addition to iron ore, CVRD
produces nonferrous minerals and metals, provides logistics
services and has strategic interests in the steel industry.

CONTACT: Anita Saha
         CFA +1-312-368-3179

         Chicago
         Joe Bormann
         CFA +1-312-368-3349

                  or

         Rio de Janeiro
         Ricardo Carvalho
         Phone: 55-21-4503-2600


NET SERVICOS: Shareholder Reduces Preferred Shares Ownership
------------------------------------------------------------
Net Servicos de Comunicacao S.A. ("Company" or "NET"), a
publicly-held company, headquartered in the city and State of
Sao Paulo, located at Rua Verbo Divino, 1356 - 1 andar, chacara
Santo Ant"nio, with the corporate taxpayer's ID (CNPJ/MF)
#00.108.786/0001-65, announces that its shareholder Capital
Group International, Inc. on October 27, 2005 decreased its
ownership in preferred shares (PN shares) issued by Net by
approximately 5.15%.

Capital Group International, Inc. is a company incorporated
under the laws of the United States of America, located at 333,
South Hope Street, Los Angeles, California 90071, USA (CGII)
and a holder of offshore investment managing companies. CGII
now manages a total of 23,738,421 PN shares issued by the
Company, corresponding to 1.04% of the total outstanding PN
shares.

CONTACT: Net Servicos de Comunicacao S.A.
         Investor Relations
         Marcio Minoru
         Phone: 011-5511-2111-2811
                    or
         E-mail: minoru@netservicos.com.br
                    or
         Sandro Pina
         Phone: 011-5511-2111-2721
                    or
         E-mail: sandro.pina@netservicos.com.br
         URL: http://www.ir.netservicos.com.br


NET SERVICOS: Board Approves Capital Stock Increase
---------------------------------------------------
The Board of Directors of Net Servicios de Comunicacao S.A.
approved in a meeting held on September 27, 2005 the capital
stock increase due to the exercise of the call option granted
to the executive board.

Minutes of The Board of Directors Meeting

Date, time and venue:

September 27, 2005, at 3:00 p.m., at the company's headquarters
located at Rua Verbo Divino n 1.356, Sao Paulo - SP.

Attendance:

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

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

Deliberations:

Date, time and venue:

1. To approve the Company's capital stock increase due to the
exercise of the call option granted to the executive board, as
authorized and approved in the Board of Directors Meeting held
on November 3, 2004, December 21, 2004 and May 10, 2005, and in
the Special Stockholders Meeting held on February 4, 2005. In
view of this fact, the Company's capital stock increased from
R$3,388,419,058.96 (three billion, three hundred, eighty eight
million, four hundred nineteen thousand, fifty eight reais and
ninety six centavos) to R$3,388,615,744.96 (three billion,
three hundred, eighty eight million, six hundred fifteen
thousand, seven hundred forty four reais and ninety six
centavos), on demand of a private subscription issuance, within
the limit authorized capital, of 561,960 (five hundred and
sixty one thousand, nine hundred and sixty) preferred shares,
all non-par value, registered book-entry shares, at a price of
R$0.35 (thirty five centavos) per share, corresponding to R$
196,686.00 (one hundred ninety six thousand, six hundred and
eighty six reais). Due to this approval, there is an amendment
made to the wording of Art. 5 main section of the Company's
Bylaws, which shall henceforth have the following wording:

Art. 5 - The Company's Capital Stock is R$3,388,615,744.96
(three billion, three hundred and eighty-eight million, six
hundred and fifteen thousand, seven hundred forty four reais
and ninety six cents), divided into 1,573,518,496 (one billion,
five hundred and seventy-three million, five hundred and
eighteen thousand, and four hundred and ninety-six) common
shares and 2,283,808,305 (two billion, two hundred and eighty-
three million, eight hundred and eight thousand, three hundred
and five) preferred shares, all non-par registered book-entry
shares. The Capital Stock should be increased by up to
R$5,000,000,000.00 (five billion reais), regardless of
statutory amendment, as provided for by the Article 168 of the
Law 6404/76, by resolution of the Board of Directors, which
shall determine the issuance conditions, under the terms of the
Paragraph 1, of the Article 170 of the Law 6404/76.

2. Having all the board members, which had participated in the
Company's capital restructuring process already exercised their
call option granted by the Company, totaling 3,449,275 (three
million, four hundred and forty nine thousand, two hundred and
seventy five) preferred shares subscribed, confirming, in this
meeting, that the 50,725 (fifty thousand, seven hundred and
twenty five) preferred shares remaining from the process will
not be issued by the Company. Therefore, the Call Option Plan
granted to the executive board that participated in the
Company's capital restructuring process is closed.

CONTACT: Net Servicos de Comunicacao S.A.
         Investor Relations
         Marcio Minoru
         Phone: 011-5511-2111-2811
                    or
         E-mail: minoru@netservicos.com.br
                    or
         Sandro Pina
         Phone: 011-5511-2111-2721
                    or
         E-mail: sandro.pina@netservicos.com.br
         URL: http://www.ir.netservicos.com.br


TCP: Customer Base Up 18.4% in 3Q05 Vs. 3Q04
--------------------------------------------
Telesp Celular Participacoes S.A. (TCP) (Bovespa: TSPP3 (ON =
Common Shares) / TSPP4 (PN = Preferred Shares); (NYSE: TCP -
News), announced its consolidated results the third quarter of
2005 (3Q05).

R$ million                3Q05            2Q05          3Q04

Net Operating Revenue   1,865.0         1,942.6       1,830.0
Total Operating Costs  (1,335.5)       (1,526.0)     (1,197.1)
EBITDA                    529.5           416.6         632.9
EBITDA Margin (%)          28.4%           21.4%         34.6%
Net Result               (215.1)         (278.5)       (152.9)

Number of customers
  (thousand)           19,370          19,000        16,363
Market share
  (source: Anatel)         46.5%           48.0%         54.0%
Net Additions (thousand)  371           1,050           833

- Strong competition during the 3Q05, with the campaign for the
Father's Day.

- TCP's customer base grew 18.4% over 3Q04, recording 19,370
thousand customers.

- Acquisition mix in the 3Q05 presented an increase in the
postpaid segment which represented 23.5% of net adds, 14.6 p.p.
superior when compared to the 2Q05.

- In relation to 3Q04, the post-paid customers base increased
by 9.6%, showing the result of campaigns for obtaining
customers in this market segment.

- Monthly churn at 1.7% in 3Q05, stable since the 3Q04,
reflects quality services and client satisfaction in a strong
competition environment based on prices.

- Post-paid ARPU grew 4.9% in relation to 2Q05. In relation to
3Q04 it grew 6.2%.

- Post-paid MOU increased by 4.9%, with addition of 11 minutes
compared to the 2Q05 and 6.3% with addition of 14 minutes
compared to 3Q04.

- Increase of 14.8% and of 12.4% in the subscription and usage
revenue in 3Q05 in relation to 3Q04 and 2Q05, respectively.

- Sustained growth of data revenues, which increased by 41.0%
over last year, accounting for 6.2% of the net services revenue
in 3Q05.

- The qualified base for data services has already reached
91.7% in 3Q05.

- EBITDA of BRL529.5 million, representing a margin of 28.4%,
up 7.0 percentile points in relation to 2Q05.

- Operational Cash Flow increased 126.9% and 50.2% in relation
to 2Q05 and 3Q04 respectively, showing the efficiency of
Company's operation.

Telesp Celular Participacoes (controlling shareholder of Tele
Centro Oeste Participacoes S.A.), along with Tele Leste Celular
Participacoes S.A., Tele Sudeste Celular Participacoes S.A. and
Celular CRT Participacoes S.A., make up the assets of the joint
venture undertaken by Telefonica Moviles and Portugal Telecom
that operates under the VIVO brand, Top of Mind within its
coverage area. In September 2005, VIVO Group exceeded 28.8
million customers, thus keeping its market leadership.

CONTACT: Telesp Celular Participacoes S.A.
         Charles Allen
         Phone: 55-11-5105-1172
         URL: http://www.vivo.com.br


VARIG: Creditors Seek Injunction Removal
----------------------------------------
As reported in the Troubled Company Reporter on Oct. 11, 2005,
the U.S. Bankruptcy Court for the Southern District of New York
extended, until Nov. 11, 2005, the Preliminary Injunction to
allow the Foreign Debtors time to close the sale of Varig
Logistica S.A. to MatlinPatterson Global Advisors, LLC.

The Court conditioned the injunction on the Foreign Debtors'
performance of certain conditions, including payment of
monetary defaults under the aircraft leases no later than
October 20, 2005, and development of a contingency plan for the
removal of aircraft from commercial service.

Lessors have renewed calls to vacate the Preliminary
Injunction:

(1) Ansett Lessors

Ansett Worldwide Aviation, U.S.A., AWMS I, AWMS II, Ansett
Worldwide Aviation Limited and Ansett Worldwide Aviation Sales
Limited tell Judge Drain that the Foreign Debtors have failed
to comply with every condition established by the Bankruptcy
Court.  Keith M. Murphy, Esq., at Kaye Scholer, LLP, in New
York, relates that the sale of VarigLog was not completed by
September 26.  No extension with Matlin has been announced and,
despite repeated inquiries, neither Matlin nor the Foreign
Debtors have informed the Lessors of any extension.

On October 13, 2005, a meeting of creditors was held pursuant
to Brazilian law to consider several plans that have been
proposed to reorganize the Foreign Debtors.  Mr. Murphy says
none of the plans received sufficient support from the creditor
body to prompt the Foreign Debtors to proceed toward approval.
Numerous creditors have opposed the sale of VarigLog as part of
a plan.

The Ansett Lessors lease 14 aircrafts to the Foreign Debtors
under certain aircraft lease agreements.  Mr. Murphy reports
that the Foreign Debtors have not cured any of the monetary
defaults under the leases.  No current payments are being made,
and payments owed to the aircraft lessors as a whole increase
by in excess of $1,000,000 per day.

It is only appropriate that the Bankruptcy Court vacate its
prior Preliminary Injunction Order to permit the Ansett Lessors
to take all steps they deem necessary to protect their
interests, Mr. Murphy contends.

(2) Aircraft SPC-6

Michael Luskin, Esq., at Luskin, Stern & Eisler LLP, in New
York, tells Judge Drain that Aircraft SPC-6, Inc.'s aircraft
flight hour projections suggest extensive maintenance must be
performed on its engines in the near term.  Given VARIG's
history of scavenging airplane parts, Aircraft SPC-6 fears that
VARIG may swap Aircraft SPC-6's engines out of its aircraft to
keep the plane in the air without performing the necessary
maintenance on Aircraft SPC-6's engines or will strip the
airplane for parts needed for other planes.  Mr. Luskin says
VARIG must satisfy Aircraft SPC-6 that its engines are properly
maintained and are not separated from the aircraft.

However, this cannot happen under the Preliminary Injunction,
Mr. Luskin notes.  As VARIG's financial situation worsens, the
likelihood that Aircraft SPC-6's aircraft will be cannibalized
for parts increases.  VARIG's financial condition is spiraling
out of control, and there is no evidence to suggest an
improvement on the horizon.

Aircraft SPC-6 leases one Boeing 737-4YO aircraft and two CFM
International, Inc. CFM56-3C1 engines to VARIG pursuant to a
four-year lease dated April 2, 2004.  Before the Petition Date,
VARIG defaulted in its obligations under the Lease, and owed
Aircraft SPC-6 $342,139 in rent, maintenance reserves and other
payments due under the Lease.  VARIG also defaulted in its
payment obligations postpetition.  As of the September 9, 2005,
VARIG owed Aircraft SPC-6 at least $210,490 in postpetition
rent, maintenance reserves and other payments.

(3) Boeing

The Boeing Company sent the Foreign Debtors notices of the
defaults under the Leases in accordance with the Preliminary
Injunction Order on account of the missed payments due under
their leases.  The Foreign Debtors have failed to cure any of
the defaults.  Boeing also requested the financial and planning
information as well as the contingency plan that the Bankruptcy
Court directed the Foreign Debtors to deliver.  Beyond two
projections -- very simplistic cash flow and income statements
-- no information has been provided.

Boeing's recent inspection has shown that Boeing's inventory
has been materially harmed by VARIG's persistent failure to
meet the standards under the Leases and by its inability to
purchase replacement parts.

Richard G. Smolev, Esq., at Kaye Scholer LLP, in New York,
tells Judge Drain that each Boeing MD-11 the company leases to
the Debtors is depreciating at a rate of approximately $436,000
per month, each Boeing 737 is depreciating at a rate of
approximately $149,000 per month, and each Boeing 777 is
depreciating at a rate of approximately $226,699 per month.

Boeing asks Judge Drain to direct the Foreign Representatives
to show cause why the Court should not dissolve the Preliminary
Injunction.

(4) Central Air & Wells Fargo

Central Air Leasing Limited is the owner participant in several
trusts in which Wells Fargo Bank Northwest, National
Association, is the owner trustee.

ABN AMRO Bank N.V. acts as agent for a syndicate of
institutions and syndicate of institutions and is authorized to
act on behalf of Central Air under a grant provided under
various operative documents.

George H. Van Ramshorst, executive director of ABN AMRO,
informs the Court that, to date, the Foreign Debtors have
failed to pay basic and supplemental rent arising under Central
Air's Leases since August 1, 2005.  As of October 21, 2005, the
Debtors owe Central Air in excess of $11,200,286 accruing since
the Section 304 Petition Date.

On October 3, 2005, Central Air asked the Debtors' counsel for
(a) updated cash flow information, (b) fleet plan information
and (c) the development of a contingency aircraft return
program.  However, the Debtors simply supplied the old cash
flow reports that were submitted to the Bankruptcy Court on
September 12.  The Debtors said they would not deliver any
updated information until "mid-October."

The Foreign Debtors have delayed in moving forward to develop
an aircraft return contingency plan in coordination with
Central Air.  The Debtors also failed to consummate the
MatlinPatterson transactions.  They did not obtain the
liquidity to cure the accrued amounts owing to the aircraft
lessors, including Central Air, since the Section 304 Petition
Date.

In this regard, Central Air wants the Injunction dissolved so
it may exercise all of its rights and remedies under its leases
and other operative documents with the Debtors.  Central Air
also demands immediate payment of the Debtors' obligations to
date.

               Foreign Representatives Object

Vicente Cervo and Eduardo Zerwes, the duly appointed Foreign
Representatives of VARIG, S.A., Rio Sul Linhas Aereas S.A. and
Nordeste Linhas Aereas S.A., ask Judge Drain to overrule the
requests of Central Air Leasing Limited and Wells Fargo Bank
Northwest, National Association, and the Ansett Lessors.

The Foreign Representatives do not deny that a delay in
obtaining creditor and Brazilian Court approval of interim
financing has resulted in delayed lease payments.  The Foreign
Debtors, however, believe that the Preliminary Injunction
should continue for an additional brief period of time to allow
a $62,000,000 alternative funding proposal by Banco Nacional de
Desenvolvimento Economico e Social and, if appropriate, the
Debtors' transaction with MatlinPatterson Global Advisors LLC
to proceed through the Brazilian Court approval process.

If approved, the BNDES Proposal, will pay arrearages under
aircraft leases -- except those leases that VARIG elects to
terminate -- and will provide adequate assurance of current
payments of all leases and other operating expenses through
completion of the Debtors' restructuring process, according to
Mr. Antonoff.

Mr. Antonoff relates that over the past weeks VARIG has been
developing a contingency plan.  As part of this process, Mr.
Antonoff says VARIG is analyzing whether to terminate certain
aircraft leases.  The contingency plan will be implemented only
as a result of a determination to terminate certain leases or
in the event that interim financing is not approved by the
Brazilian Court within a reasonable time.

With respect to maintenance, the Foreign Debtors vehemently
deny and refute the allegations and statements made by the
Ansett Lessors concerning aircraft maintenance.  Mr. Antonoff
says the
Foreign Debtors can demonstrate that they have consistently and
without interruption carried out a proper and sufficient
maintenance program with respect to the aircraft they have
leased from Ansett.

Provided that the Preliminary Injunction is preserved, the
Foreign Debtors have a realistic chance of curing all
postpetition lease arrearages and successfully restructuring in
a reasonably short period of time.  If the Preliminary
Injunction is lifted as to any of the lessors, the Foreign
Debtors risk the immediate and irreparable destruction of their
business to the detriment of all their creditors, other
lessors, trade creditors and employees, Mr. Antonoff contends.

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: Creditors Support BND Financing Plan Proposal
----------------------------------------------------
Creditors of ailing flagship airline Varig SA approved
Wednesday a financing plan proposed by state-owned bank BNDES
and Portuguese state-owned airline TAP Portugal, reports Dow
Jones Newswires. The BNDES proposed to finance the creation of
a specific purpose company, which will buy Varig's profitable
logistics and maintenance subsidiaries, VarigLog and Varig
Engenharia e Manutencao, for US$62 million.

The main candidate to take Varig is TAP, which on Tuesday made
a proposal to invest up to US$500 million, via the U.S. court.

The government funds will help Varig start paying off debts
with leasing companies, estimated at US$72 million, thus
avoiding the repossession of 20 to 40 planes and allowing the
Company to maintain operations through 90 days of due diligence
by accountants.

The BNDES loan will also allow the government and the Company
time to resolve a complicated debt situation. Varig has
accumulated debts of around BRL4 billion with the government,
mainly in social security and internal revenue arrears. But an
appeals court judgment in the Company's favor said the
government must pay BRL3 billion in reparations following the
freezing of air fares in the 1980s.

The BNDES plan will be put to shareholders at an extraordinary
meeting Nov. 14, Varig said Thursday.



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

MFS MERIDIAN EUROPEAN: Winding Up Meeting Set for Nov. 28
---------------------------------------------------------
           MFS MERIDIAN EUROPEAN EQUITY 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 this company will
be held at the offices of Close Brothers (Cayman) Limited, 4th
Floor Harbour Place, George Town, Grand Cayman, on the 28th day
of November, 2005, at 10:00 a.m.

Business:

1. To detail 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 28th November 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:  LINBURGH MARTIN
          Joint Voluntary Liquidator
          For enquires: 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 GLOBAL BALANCED: To Lay Wind Up Accounts Nov. 28
-------------------------------------------------------------
            MFS MERIDIAN GLOBAL BALANCED 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 this company will
be held at the offices of Close Brothers (Cayman) Limited, 4th
Floor Harbour Place, George Town, Grand Cayman, on the 28th day
of November, 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 28th November 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:  LINBURGH MARTIN
          Joint Voluntary Liquidator
          For enquires: 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 GLOBAL EQUITY: Final Meeting Set for Nov. 28
---------------------------------------------------------
              MFS MERIDIAN GLOBAL EQUITY 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 this company will
be held at the offices of Close Brothers (Cayman) Limited, 4th
Floor Harbour Place, George Town, Grand Cayman, on the 28th day
of November, 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 28th November 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:  LINBURGH MARTIN
          Joint Voluntary Liquidator
          For enquires: 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 GLOBAL GROWTH: To Ask Liquidator to Retain Records
---------------------------------------------------------------
             MFS MERIDIAN GLOBAL GROWTH 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 this company will
be held at the offices of Close Brothers (Cayman) Limited, 4th
Floor Harbour Place, George Town, Grand Cayman, on the 28th day
of November, 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 28th November 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:  LINBURGH MARTIN
          Joint Voluntary Liquidator
          For enquires: 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 INFLATION: To Hold Final Meeting Nov. 28
-----------------------------------------------------
         MFS MERIDIAN INFLATION-ADJUSTED BOND 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 this company will
be held at the offices of Close Brothers (Cayman) Limited, 4th
Floor Harbour Place, George Town, Grand Cayman, on the 28th day
of November, 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 28th November 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:  LINBURGH MARTIN
          Joint Voluntary Liquidator
          For enquires: 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 LIMITED: To Authorize Liquidator to Hold Records
-------------------------------------------------------------
          MFS MERIDIAN LIMITED MATURITY 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 this company will
be held at the offices of Close Brothers (Cayman) Limited, 4th
Floor Harbour Place, George Town, Grand Cayman, on the 28th day
of November, 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 28th November 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:  LINBURGH MARTIN
          Joint Voluntary Liquidator
          For enquires: 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 MONEY: Final Meeting Scheduled for Nov. 28
-------------------------------------------------------
              MFS MERIDIAN MONEY MARKET 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 this company will
be held at the offices of Close Brothers (Cayman) Limited, 4th
Floor Harbour Place, George Town, Grand Cayman, on the 28th day
of November, 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 28th November 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:  LINBURGH MARTIN
          Joint Voluntary Liquidator
          For enquires: 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 RESEARCH: To Authorize Liquidator to Keep Records
--------------------------------------------------------------
            MFS Meridian Research International 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
Research International 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 STRATEGIC GROWTH: Final Meeting Set for Nov. 28
------------------------------------------------------------
               MFS Meridian Strategic Growth 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
Strategic Growth 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 STRATEGIC: To Account Wind Up Process Nov. 28
----------------------------------------------------------
                MFS Meridian Strategic Income 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
Strategic Income 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 TECHNOLOGY: To Lay Accounts on Wind Up to Members
--------------------------------------------------------------
                  MFS Meridian Technology 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
Technology 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 US EMERGING: Wind Up Process to be Explained
---------------------------------------------------------
              MFS Meridian U.S. Emerging Growth 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 U.S.
Emerging Growth 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 US EQUITY: Final Meeting Set for Nov. 28
-----------------------------------------------------
                  MFS Meridian U.S. Equity 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 U.S.
Equity 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 US GOVERNMENT: To Hold Final Meeting Nov. 28
---------------------------------------------------------
              MFS Meridian U.S. Government Bond 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 U.S.
Government Bond 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



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

BAVARIA: SABMiller Launches Voluntary Tender Offer for Shares
-------------------------------------------------------------
SABMiller plc ("SABMiller") announced Friday the launching of a
voluntary tender offer on the Colombian Stock Exchange for all
of the shares in Bavaria S.A. ("Bavaria") which the SABMiller
group does not already own, at a cash price of US$19.48 per
share (the "Offer").  The Offer may be accepted during
Colombian Stock Exchange trading hours on 5 December 2005, with
settlement to take place on 13 December 2005.

On 12 October 2005, SABMiller announced the completion of the
merger through which it obtained a controlling interest of
71.77% in Bavaria, the second largest brewer in South America.
The shares that are subject to the Offer therefore represent
28.23% of Bavaria and the total cash consideration payable if
the Offer is accepted in full is expected to be approximately
US$1,362 million.

The International Finance Corporation and certain members and
affiliates of the Santo Domingo family have undertaken to
accept the Offer in respect of their shareholdings representing
in aggregate a total of 4.62% of the shares.

Settlement of the Offer will be in Colombian pesos, although
accepting shareholders may, subject to compliance with
Colombian laws and regulations, elect to receive US dollars
provided that they have by 11 November 2005 made an irrevocable
election to do so.  Settlement in Colombian pesos will be
effected at the average daily representative market exchange
rate certified by the Colombian Banking Superintendence for the
period from 2 November 2005 to 1 December 2005, both days
inclusive.

SABMiller plc is one of the world's largest brewers, with
2004/05 lager volumes in excess of 148 million hectolitres.  It
has a brewing presence in over 40 countries and a portfolio of
strong brands and leading market shares in many of the
countries in which it has brewing operations.  Outside the USA,
SABMiller
plc is one of the largest bottlers of Coca-Cola products in the
world.

In the year ended 31 March 2005, the group reported US$2,194
million pre-tax profit and a turnover of US$14,543 million.
SABMiller plc is listed on the London and Johannesburg stock
exchanges.

CONTACT:  SABMiller plc
          Tel: +44 20 7659 0100

          Sue Clark, Director of Corporate Affairs
          Tel: +44 20 7659 0184

          Gary Leibowitz, Vice President, Investor Relations
          Tel: +44 20 7659 0174

          Nigel Fairbrass, Head of Media Relations
          Tel: +44 7799 894265


EMDUPAR: Expects Financial Condition to Worsen
----------------------------------------------
The financial situation of Emdupar, the public services company
that serves northeastern Colombia's Cesar department capital
Valledupar, is set to deteriorate even further, according to
Business News Americas. The Company, which has a past-due
portfolio of COP30 billion (US$13.1 million), expects to see a
COP500-million decline in revenues in October alone.

Consumers have decided to cease paying their dues upon learning
that Servicio de Ingenieria Tecnica Especializada (SITE) has
terminated its contract as manager of activities at Emdupar's
commercial department.

"What we want to tell the community is that until there is
another structure for commercial activities, SITE will continue
to provide these services," said Luis Guerra, the head of
Emdupar's commercial department.

SITE's contract with Emdupar includes collecting payments,
delivering bills and other related activities.


TENDERCO: Initiates Tender Offer to Purchase Transtel's Units
-------------------------------------------------------------
Transtel Tenderco, Ltd. ("Tenderco"), a wholly-owned subsidiary
of Transtel S.A. ("Transtel"), has commenced a tender offer to
purchase, for cash, any and all of Transtel's outstanding Units
(CUSIP Nos.: 89389N AS 2, 89389N AQ 6 and P93380 AE 6) and
related consent solicitation. Each Unit consists of:

-- US$1,000 original principal amount 121/2% Senior Secured
Convertible Notes due 2008 (the "Senior Notes");

-- US$205 initial accreted value Convertible Subordinated Notes
due 2008  (the "Convertible Notes"); and

-- one (1) Shares Trust Certificate, representing 634,970
shares of common stock of Transtel.

As of Friday, the number of Units outstanding is 152,086.

The tender offer is scheduled to expire at 8:00 a.m., New York
City time on November 29, 2005 (the "Expiration Time") unless
extended or earlier terminated. The total consideration (the
"Total Consideration") for each Unit validly tendered and not
validly withdrawn prior to 5:00 p.m. New York City time on
November 14, 2005 (the "Consent Time"), and accepted by
Tenderco for purchase, will be US$1,167.14 per Unit, which
includes the Consent Payment (as defined below), plus accrued
and unpaid interest on the principal amount of the Senior Notes
included in such tendered Units, up to, but not including, the
date of payment (the "Payment Date"). The Total Consideration
for each Unit tendered includes a consent payment of US$25.00
for each Unit validly tendered and not validly withdrawn prior
to the Consent Time (the "Consent Payment").

Holders who tender their Units after the Consent Time will not
receive the Consent Payment. The tender offer consideration
(the "Tender Offer Consideration") for each Unit tendered after
the Consent Time but prior to the Expiration Time will be
US$1,142.14 per Unit, plus accrued and unpaid interest on the
principal amount of the Senior Notes included in such tendered
Units, up to, but not including, the Payment Date. The Payment
Date is expected to be on or promptly following the Expiration
Time.

In conjunction with the tender offer, and on the terms and
conditions set forth in the Offer to Purchase and Consent
Solicitation Statement dated October 28, 2005, Tenderco is
soliciting consents of holders of the Units to the following
matters (the "Matters for Consent"):

-- the termination of the Mandatory Sale Process Agreement
relating to the indenture governing the Senior Notes, dated
February 24, 2004, among the Trustee, the trustee under the
shares trust that holds shares of Transtel's common stock
issued to certain of its creditors (the "Shares Trust
Trustee"), Transtel's founding shareholders and certain
affiliates of the founding shareholders formed to hold their
shares of Transtel common stock;

-- the separation of the Units into their component securities;

-- the adoption of certain proposed amendments to the
indentures governing the Senior Notes and the Convertible
Notes, which would, among other things, eliminate substantially
all of the restrictive covenants and certain events of default
in such indentures;

-- the waiver of any existing defaults under the indentures
governing theSenior Notes and the Convertible Notes;

-- the amendment of the Shareholders Agreement, dated as of
February 24, 2004, among the Shares Trust Trustee, Transtel's
founding shareholders and certain affiliates of the founding
shareholders formed to hold their shares of Transtel common
stock, effectively eliminating substantially all of the
substantive provisions thereof (including as to voting, tag-
along rights and preemptive rights, but not as to drag along
rights);

-- the modification of the payment schedules for certain inter-
company notes due to Transtel and certain inter-company leases
of telecommunications equipment with Transtel's equipment
leasing subsidiary (together, the Inter-Company Agreements");

-- the assignment of rents due under the inter-company leases
by the equipment leasing subsidiary to a new Colombian
subsidiary of Transtel, which will, in connection with a
refinancing of Transtel's obligations and certain changes to
its corporate structure, assume substantially all of Transtel's
assets and liabilities;

-- the amendment of the trust agreement under which payments on
the Inter Company Agreements are collected for the benefit of
the indenture trustee for the Senior Notes; and

-- the adoption of shareholder resolutions authorizing the
tender offer and consent solicitation, as well as other related
refinancing transactions, including certain changes to
Transtel's corporate structure.

The tender offer is scheduled to expire at 8:00 a.m. on
November 29, 2005, unless extended or earlier terminated.
Tenders of Units may be validly withdrawn, and the
corresponding consents may be validly revoked, at any time
prior to 5:00 p.m. New York City time on November 14, 2005, but
not thereafter. A valid withdrawal of tendered Units prior to
the Consent Time will constitute a concurrent valid revocation
of the related consent.

The obligation of Tenderco to accept for purchase and pay for
tendered Units is subject to the satisfaction or waiver of
certain conditions, including the delivery of consents of at
least 90% of the outstanding Units, completion of a private
placement of new notes, the execution of supplemental
indentures implementing the Matters for Consent and certain
other conditions, as each is further described in the Offer to
Purchase and Consent Solicitation Statement and in the Letter
of Transmittal dated October 28, 2005. There can be no
assurance that any of such conditions will be met.

The complete terms and conditions of the tender offer and
consent solicitation are described in the Offer to Purchase and
Consent Solicitation Statement, copies of which may be obtained
by contacting:

       MacKenzie Partners, Inc., Information Agent
       Tel: +1-212-929-5550 (collect) or
            +1-800-322-2885 (U.S. toll-free)

                        or

      UBS Investment Bank, Dealer Manager & Solicitation Agent
      Tel: +1-203-719-4210 (collect) or
           +1-888-722-9555 extension 4210 (toll free)

This announcement is not an offer to purchase, a solicitation
of an offer to purchase or a solicitation of consents with
respect to any securities. The tender offer and consent
solicitation are being made solely by the Offer to Purchase.

Transtel is the largest fixed-line private telecommunications
company in Colombia, with a modern digital platform and
broadband capability. Transtel owns and operates seven
telephone systems and one cable system, providing voice, data
and other media services to residential and commercial
subscribers in Cali, Colombia's second largest city, and nine
other cities in southwestern Colombia with an aggregate
population of approximately 3.6 million people.



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

BALLY TOTAL: Announces Official Solicitation Personnel
------------------------------------------------------
Bally Total has disclosed the list of participants of the
solicitation.

The following individuals may be deemed to be "participants" in
the solicitation:

Paul A. Toback was named Chairman of the Board in May 2003 and
has served as a Director since March 2003 and President and
Chief Executive Officer since December 2002. He was Executive
Vice President from February 2002 to December 2002, Chief
Operating Officer from June 2001 to December 2002 and Senior
Vice President, Corporate Development from March 1998 to June
2001. Mr. Toback started with the Company in September 1997. He
is an attorney licensed to practice in Illinois. As of
September 30, 2005, Mr. Toback owned 421,803 shares of common
stock and 490,000 options.

Julie Adams was elected Senior Vice President, Membership
Services of the Company in February 2003. Ms. Adams was Vice
President of Membership Services from September 1997 to
February 2003. As of September 30, 2005, Ms. Adams owned 53,250
shares of common stock and 145,000 options.

Marc D. Bassewitz was named Senior Vice President and General
Counsel of the Company in January 2005. Prior to joining Bally,
Mr. Bassewitz served as outside counsel for the Company in his
position as a partner at Latham & Watkins LLP. As of September
30, 2005, Mr. Bassewitz owned 110,000 shares of common stock
and 50,000 options.

William G. Fanelli was named Senior Vice President, Planning
and Development of the Company in March 2005. Mr. Fanelli held
the position of Acting Chief Financial Officer from April 2004
to March 2005, was Senior Vice President, Finance from March
2001 to April 2004 and was Senior Vice President, Operations
from November 1997 to March 2001. As of September 30, 2005, Mr.
Fanelli owned 190,967 shares of common stock and 205,000
options.

Carl J. Landeck was named Senior Vice President and Chief
Financial Officer of the Company in March 2005. Prior to
joining Bally, Mr. Landeck served as Executive Vice President,
Chief Financial and Administrative Officer of Levitz Home
Furnishings, Inc. from August 2001 to December 2004, and was
Executive Vice President, Finance and Chief Financial Officer
of Cablevision Electronics Investments, Inc. from January 1998
to August 2001. As of September 30, 2005, Mr. Landeck owned
100,000 shares of common stock and 75,000 options.

James A. McDonald was named Senior Vice President and Chief
Marketing Officer of the Company in April 2005. Prior to
joining Bally, Mr. McDonald most recently served as the Senior
Vice President, Chief Brand Officer of RadioShack, Inc. As of
September 30, 2005, Mr. McDonald owned 100,000 shares of common
stock and 20,000 options.

Harold Morgan was elected Senior Vice President, Chief
Administration Officer in February 2003. Mr. Morgan held the
position of Senior Vice President Human Resources from
September 1995 to February 2003. As of September 30, 2005, Mr.
Morgan owned 201,921 shares of common stock and 315,000
options.

John H. Wildman was elected Senior Vice President and Chief
Operating Officer in December 2002. Mr. Wildman was Senior Vice
President, Sales and Marketing from November 1996 to December
2002. As of September 30, 2005, Mr. Wildman owned 185,000
shares of common stock and 305,000 options.

Barry M. Deutsch has served as a Director since May 2004. Mr.
Deutsch is the Chief Financial Officer and Vice President of
Business Development of Ovation Pharmaceuticals, Inc., a fully
integrated pharmaceutical company focused on specialty
therapeutic areas. Prior to that Mr. Deutsch served as
Director, Corporate Finance of Prudential Vector Healthcare
Group, a unit of Prudential Securities Incorporated, where he
served as an investment banker specializing in health care
industry transactions. Mr. Deutsch is a Certified Public
Accountant. As of September 30, 2005, Mr. Deutsch owned 5,300
shares of common stock and 5,000 options.

Eric Langshur has served as a Director since December 2004. Mr.
Langshur is the Founder and Chief Executive Officer of
TLContact, Inc., a privately held company that delivers
innovative patient communication and education services to the
healthcare industry. As of September 30, 2005, Mr. Langshur
owned no shares of common stock and 5,000 options.

J. Kenneth Looloian has served as a Director since December
1995. Mr. Looloian is a consultant to Di Giorgio Corporation
and served as the Sr. Vice President, Chief Financial Officer
of New Jersey Bell Telephone Company and Bellcore (now
Telecordia Technologies) before his retirement. As of September
30, 2005, Mr. Looloian owned 5,000 shares of common stock and
20,000 options.

James F. McAnally, M.D. has served as a Director since December
1995. Dr. McAnally is a private practitioner who specializes in
hypertension and kidney disease. Dr. McAnally is also the
Medical Director of Nephrology Services at Trinitas Hospital in
Elizabeth, New Jersey and a Clinical Associate Professor of
Medicine at Seton Hall University, School of Graduate Medical
Education. As of September 30, 2005, Dr. McAnally owned 12,500
shares of common stock and 20,000 options.

John W. Rogers, Jr. has served as a Director since April 2003.
Mr. Rogers is the Chairman and Chief Executive Officer of Ariel
Capital Management, LLC, a privately held institutional money
management firm and mutual fund company, which he founded in
1983. He also serves as a director of Aon Corporation, Exelon
Corporation, McDonald's Corporation and as a trustee of Ariel
Investment Trust. As of September 30, 2005, Mr. Rogers owned
10,000 shares of Common Stock and 10,000 options.

The participants may assist the Company in its solicitation
efforts for which they will receive no additional compensation.
In addition, the Company has retained MacKenzie Partners, Inc.
for advisory and solicitation services and has agreed to pay
the firm reasonable and customary fees in connection with such
services.

CONTACT: Bally Total Fitness
         Mr. Jon Harris
         Phone: 773-864-6850
         E-mail: www.BallyFitness.com
                 or
         MWW Group
         Mr. Carreen Winters
         Phone: 201-507-9500
         E-mail: cwinters@mww.com


CORPORACION DURANGO: EBITDA Increases 11% over 2004
---------------------------------------------------
Corporacion Durango, S.A. de C.V., (BMV: CODUSA) ("Durango" or
the "Company"), the largest integrated paper producer in
Mexico, announced Friday its unaudited consolidated results for
the third quarter of 2005. All figures were prepared in
accordance with Mexican generally accepted accounting
principles and are stated in constant Mexican pesos as of the
end of each period and converted into U.S. dollars using the
exchange rate at the end of each period. All comparative
figures for the third quarter 2005 and 2004 were prepared on a
pro-forma basis with Paneles Ponderosa as a discontinuous
operation.

Bussines Enviroment

During the 3Q'05 the international paper and packaging industry
faced a terrible business environment when compared with the
3Q'04. As a result, the industry's average EBIT dropped by
approximately 40-50% quarter over quarter.

Durango's Performance

Reflecting its low cost producer status, Durango faced in a
greater manner the 3Q'05 dramatic slowdown in the industry and
it was able to outperform its peers in the industry, including
the operative performance of PCA, ranked as the lowest cost
producer in the sector, which EBIT dropped by approximately 45%
quarter over quarter.

Near Term Outlook

The generalized management near term outlook in the industry is
disappointing but not surprising. The industry expects to
record a further EBITDA declining in their 4Q'05 performance.
The key drivers of the sequentially lower earnings: energy and
transportation costs, lower corrugated box prices, and
seasonally lower demand by the typical November-December slow
down in demand, are a headwind to entire containerboard and
packaging industry.

Durango's low-cost production system would allow it to mitigate
part of these adverse factors and continue outperforming the
industry average during the 4Q'05, not withstanding the very
strong Mexican currency and weaker domestic demand than in the
US market.

Industry Medium And Long-Term Outlook

In spite a rather difficult fourth quarter 2005 operating
environment, the containerboard and packaging industry
continues showing the best medium and long-term fundamentals,
and consequently the best outlook in the whole paper industry.
The market conditions are improving and new price increases
have been announced and would take place on very late 2005. The
industry's management is foreseeing new price increases in
containerboard and packaging during 2006.

Shipments

In a tough 3Q'05 market environment the Company was able to
substantially increase the shipments of its core business
products: Packaging. However, weaker demand on the
containerboard side offset its great achievement in packaging.

The Company's total shipments increased 2% when compared with
the 2004 in an accumulated basis, but decreased a 2% in this
quarter compared with the third quarter of 2004.

Price

It was remarkable Durango's ability during the term 3Q'05 to
protect its pricing position within a deteriorated price
environment. The average sales price increase 10% to US$560
from US$510 in an accumulated basis, and increased 1% to US$554
from US$548 in the third quarter of 2004.

Net Sales

Total net sales increased by 12% to US$560.3 million from
US$502.3 million in 2004 in an accumulated basis, but decreased
by 1% to US$183.2 million from US$185.5 million in the third
quarter of 2004. In spite of a better mix sales product.

Production Cost

While the industry's average cost increased by approximately 8%
in the 3Q'05, Durango was able to maintain this increase below
5%, reflecting the Company's cost structure advantage. The unit
production cost increased 11% in an accumulated basis from
2004, but increased 5% from the third quarter of 2004, due to
several layers of cost escalation including energy, fuel,
labor, transportation, chemicals, and the appreciation rate.

Selling, General And Administrative Expenses

During the 3Q'05 the company reduced its SG&A expenses by 11%,
as a result of its disciplined strategy. Selling, general and
administrative expenses increased 2% to US$42.6 million from
US$41.7 million in 2004 in an accumulated basis, and reduced a
7% from US$16.2 million in the third quarter of 2004 to US$15.0
million in the Third quarter of 2005.

EBITDA

EBITDA increased 11% from 2004 in an accumulated basis. EBITDA
as a percentage of net sales was 11% as of September 30, 2005
remain flat compared with the 11% as of September 30, 2004.

EBITDA decreased by 21% from the third quarter of 2004. EBITDA
as a percentage of net sales was 10% in the third quarter of
2005 decreasing 2% compared with the 12% of the third quarter
of 2004. Due to the inability of the industry to pass the
higher cost completely to their customers and to the weakness
of the international pricing of containerboard and newsprint.

Net Income

Net Income decreased from a net gain of US$24.7 million in the
third quarter of 2004 to a net gain of US$13.2 million in the
third quarter of 2005, but in an accumulated basis increased
from a net loss of US$67.5 million to a net gain of US$5.4
million.

Debt Reduction

The Company continued strengthening its balance sheet after the
restructuring process and reduced net debt by 18 million
dollars or 3% of the total debt in the first nine months of the
tough
2005.

Miguel Rincon, CEO of Corporacion Durango, stated, "We are
encouraged by our operating results in the quarter despite the
impact from cost pressures, lackluster containerboard demand
and lower prices. Our better than the industry results reflect
continued benefit from cost reduction efforts and execution of
our strategy. Costs will likely increase in the fourth quarter,
driven by elevated energy and freight expense, and average
corrugated prices will be sequentially lower.

"However, market conditions are shifting in our favor to build
a much greater financial performance along the year 2006.
Durango remains committed to further reduce debt and outperform
the industry's results," Said the CEO.

CONTACT: Corporacion Durango, S.A. de C.V.
         Mayela R. Velasco
         Phone: 52 (618) 829 1008
         E-mail: mrinconv@corpdgo.com.mx

         Miguel Antonio R.
         Phone: 52 (618) 829 1070
         E-mail: rinconma@corpdgo.com.mx

         The Global Consulting Group
         Kevin Kirkeby
         Phone: (646) 284-9416
         E-mail: kkirkeby@hfgcg.com


EMPRESAS ICA: Reports Higher Revenues, Lower Costs in 3Q05
----------------------------------------------------------
Empresas ICA, S.A. de C.V. (BMV and NYSE: ICA), the largest
engineering, construction, and procurement company in Mexico,
announced today its unaudited consolidated results for the
third quarter of 2005.

ICA noted the following highlights:

- Third quarter revenues grew Ps. 1,502 million, or 45 percent,
to Ps. 4,811 million, compared to Ps. 3,309 million recorded in
the third quarter of 2004.

- General and administrative expenses were reduced to 6.6
percent of revenues in the third quarter of 2005, compared to
8.9 percent in the prior year period. For the third quarter of
2005, total general and administrative expenses were Ps. 317
million, compared to Ps. 294 million in the same period of the
prior year, an increase of Ps. 24 million, or 8 percent.

- Operating income for the third quarter of 2005 was Ps. 333
million, an increase of Ps. 178 million, or 114 percent as
compared to Ps. 156 million in the same period of 2004.

- As of September 30, 2005, cash and temporary cash equivalents
was Ps. 5,380 million, a 132 percent increase as compared to
Ps. 2,323 in the prior year quarter. Of the total, 66 percent
was held by the parent company or its wholly-owned
subsidiaries.

- Total debt at the end of the third quarter was Ps. 9,242
million, an increase of Ps. 1,588 million compared to the Ps.
7,654 million as of September 30, 2004. Of the total, Ps. 5,966
million was attributable to the El CajĒn hydroelectric project
an increase of Ps. 454 million during the quarter. Excluding
the El CajĒn debt, ICA's total debt increased by Ps. 271
million, principally as a result of a US$ 20 million working
capital loan for work on Package II of the Minatitlan refinery
reconfiguration, and a Ps. 139 million loan to Rodio to finance
its projects in Spain. These increases were partially offset by
a reduction in borrowings by the Housing segment, as a result
of the conclusion of some of its projects.

- ICA's consolidated construction backlog as of September 30,
2005 was Ps. 15,555 million, equivalent to 11 months of work at
third quarter levels. During the third quarter, ICA was awarded
new contracts and net contract additions of Ps. 2,628 million.

- In August, ICA increased capital by Ps. 2,447 million through
a placement of 543.7 million shares at a price of Ps. 4.50 per
share, including the over allotment shares and excluding costs
of issuance.

- ICA recorded net income of majority interest of Ps. 150
million in the third quarter of 2005, compared to net income of
Ps. 40 million in the third quarter of 2004. This is the fifth
consecutive quarter of positive net income.

- During the first nine months of 2005, ICA recorded revenues
for Ps. 13,045 million, a 42 percent increase when compared to
the first nine months of 2004. Operating income for the first
three quarters of 2005 was Ps. 745 million, a 148 percent
increase when compared to the prior year period, and net income
of majority interest was Ps. 285 million, an improvement of Ps.
451 million compared to the loss of Ps. 166 million recorded in
the same period of 2004.


GRUPO DESC: Launches Public Exchange Offering
---------------------------------------------
DESC, S.A. de C.V. (BMV:DESC), announced Thursday that it has
begun a public exchange offering of its Udi-denominated Medium
Term Notes (MTN), maturing in 2007 and originally issued in
2000, for local bonds (Certificados Bursatiles).

The public exchange offering of MTN for local bonds has the
following characteristics:

- Amount of the exchange: Up to MXN240,000,000

- Number of MTNs from the "DESC P00U" issuance offered to be
exchanged: Up to 647,577

- Number of local bonds "DESC 05-2" to issue: Up to 2,400,000

- Vector as of October 26, 2005: 8.05%

- Discount: 0.30%

- Bid: 7.75%

- Outstanding coupons: 4

- Number of days lapsed on coupon rate as of Oct. 26, 2005: 106

- Exchange price: 103.00

- Price of the Udi upon initiation of the exchange: 3.598174

- Exchange factor: 3.7061 local bonds for each MTN

This offering is an additional measure that DESC has taken to
reflect the Company's commitment and focus to continually
strengthen its financial structure, translating into an
improvement of its debt amortization profile and lowering its
maturities for 2007.

DESC, S.A. de C.V. (BMV: DESC) is one of the largest industrial
groups in M,xico, with 2004 sales of approximately US$2 billon
and nearly 14,000 employees, which through its subsidiaries is
a leader in the Automobile Parts, Chemical, Food and Property
sectors.

CONTACT: Grupo DESC, S.A. de C.V.
         In Mexico
         Marisol Vazquez-Mellado
         Jorge Padilla
         Phone: (5255) 5261-8044
         E-mail: ir@desc.com.mx

         In the U.S.
         Maria Barona
         Melanie Carpenter
         Phone: 212-406-3690
         E-mail: desc@i-advize.com

         URL: www.desc.com.mx


GRUPO DESC: Operating Income, EBITDA Increase in 3Q05
-----------------------------------------------------
DESC, S.A. de C.V. (BMV: DESC) announced on October 20, 2005
its results for the third quarter of 2005 (3Q05). Management
believes that investors can better evaluate and analyze DESC's
historical and future business trends on a comparative basis if
they consider results of operations without these divested
businesses. In addition, 3Q04 results are stated at the peso-
dollar exchange rate at September 30, 2005, as well as in U.S.
dollars.

Sales And Exports

3Q05 sales increased 8.0% in comparison to 3Q04 reaching US
$544 million. These increases are attributable to better prices
obtained in DESC Chemical and DESC Automotive, as well as
better volumes in DESC Automotive and DESC Food.

Total exports during 3Q05 reached US $251 million, which
represents an increase of 11.3% with respect to 3Q04. This was
due to volume increases of exports at DESC Chemical, DESC
Automotive and DESC Food.

Operating Income

Operating income in 3Q05 registered an increase of 52.9% to US
$29 million when compared to 3Q04, partially offsetting the
increases in the prices of raw materials such as steel, natural
gas, butadiene and styrene.

EBITDA1

EBITDA for 3Q05 was US$52 million, which represents an increase
of 20.2% with respect to 3Q04.

This reflects the improvement in the results obtained mainly
from DESC Chemical and DESC Automotive. Despite the sharp
increases in raw material prices, the results have remained
stable since the start of 2004 to 3Q05.

Net Income Year-To-Date

Net income for the nine months ended September 30, 2005 reached
US$23 million, a significant improvement over the net loss of
US$18 million reported during the same period of last year.

Debt

During 3Q05, DESC registered a decrease in total debt of US $19
million when compared to 2Q05, from US$664 million to US$645
million, or 2.9% lower. On the other hand, there was an
increase in the net debt due to lower cash level, mainly as a
result of the investment made in the particle board business
(Paneles Ponderosa).

At September 30, 2005, the total debt mix was 55% dollar-
denominated, 24% peso-denominated and 21% in UDIS. The debt
profile at the close of 3Q05 was 92% long-term and 8% short-
term.
The average cost of debt as of the close of third quarter was
6.58% for the dollar-denominated debt and 10.05% for the peso-
denominated debt, compared with 5.14% and 9.27%, respectively,
in 3Q04.

DESC established a local bond program (Certificados Bursatiles
or "CeBures"), through the Mexican Stock Exchange, with which
it refinanced Udi-denominated Medium Term Notes (MTN) issued in
1999 and 2000.

In July 2005, DESC successfully concluded the exchange of
80.88% of the total MTNs issued in 1999 for approximately US
$88 million. As a result, DESC extended the average length of
its debt from 2.5 to 4 years.

In addition, and as part of the local bond program mentioned
above, DESC is currently looking to refinance the MTNs issued
in 2000 in order to exchange up to approximately US $22
million.
Lastly, it is worth noting that DESC has initiated a process to
refinance its bank debt with a syndicated loan in order to
finish normalizing its debt maturity profile, which it expects
to conclude before the end of 2005.

The leverage ratio experienced a positive trend, going from
3.79x in 3Q04 to 3.04x in 3Q05, due mainly to the decrease in
debt and the improvement in EBITDA. The interest coverage ratio
also experienced improvements, increasing from 3.06x in 3Q04 to
3.79x in 3Q05.

Reverse Stock Split

The Board of Directors held a session today in which it decided
to call a shareholders' meeting to propose a reverse stock
split at a ratio of 5 to 1.

Results By Business
DESC Chemical

3Q05 sales reached US$232 million, which represents an increase
of 6.5% with respect to 3Q04 due to higher sales prices in
practically all of the businesses, and to a lesser degree, the
appreciation of the U.S. dollar versus the Euro.

The price of oil and its derivatives reached their highest
historical levels due to Hurricanes Katrina and Rita, which
caused the costs of principal raw materials to increase
(heating oil increased 48%, butadiene increased 40%, and
natural gas increased 46% compared to 3Q04) as well as
logistical challenges. In addition, the domestic supply of raw
materials was affected by Hurricane Stan.

Despite this, DESC's policies on inventory levels and hedging
have enabled both the securing of raw material supply levels to
meet its production needs, as well as the maintenance of
competitive prices.

Therefore, operating income and EBITDA registered increases of
38.8% and 24.2%, respectively, when compared to 3Q04.

The capacity utilization level at the majority of the plants is
close to 90%.

DESC Automotive

During 3Q05 DESC Automotive continued to show improvement in
its results due to an increase in demand and in the prices of
its products, as well as new projects and strict cost controls.
As
a consequence, sales increased 20.9% from US$153 million to
US$183 million with respect to 3Q04.

Operating income reached US$6 million, which shows a
substantial improvement compared to the loss reported in 3Q04,
bringing the operating margin from -2.5% in 3Q04 to 3.1% in
3Q05.

Additionally, it is important to note the increase in EBITDA,
which improved 95.2% with respect to 3Q04.

The above was a result of an increase in sales and better
prices, as well as a slight decrease in the price of scrap,
which allowed DESC to compensate for the decrease in production
from General Motors, DaimlerChrysler and Ford due to the loss
in market share in the face of strong competition from Asian
automakers.

The Paint and Stamping business signed a deal with General
Motors in the pick-up box painting line, which will bring its
capacity utilization up to close to 100% during 4Q05.
Furthermore, DESC expects a decrease in its utilized capacity
during 2006 given that it is subject to the requirements of
General Motors. Notably, DESC's results have recouped the
levels achieved in 3Q04, despite the divestment of the Constant
Velocity Joint business.

During this quarter, capacity utilization in the transmission
and gear businesses reached 85% and 100%, respectively.

DESC Food

During 3Q05 sales from the food business increased 4.9% with
respect to the 3Q04, while operating income and EBITDA
decreased 17.2% and 13.5%, respectively, compared to the same
period of the previous year, due mainly to the drop in the
price of pork.

Branded Products

During 3Q05, sales increased 6.0% with respect to 3Q04, due to
greater volumes in the Company's branded portfolio, such as
"Del Fuerte" brand tomato paste, reaching a historical level of
sales in the months of July and August; "Embasa" brand ketchup
showing a strong performance versus the previous year; "Nair"
brand tuna increased its market share to 11.3% from 10.4%;
"Blason" brand coffee, introducing its new line, "Cafe
Premium", which has had very good acceptance in the domestic
and export markets; and "Zuko" brand powered drink.

There was a 6.0% drop in sales in ASF due to the shift in sales
mix to higher-margin products.

Operating income posted a significant increase of 24.6% when
compared to 3Q04, mainly from high productivity levels at the
plants, combined with the end of the agriculture cycle in July,
as well as the expense control program.

Pork Business

Sales in the pork business registered an increase of 3.6% with
respect to 3Q04, mainly due to a better product mix with
increased required export sales.

Operating income registered an important decrease of 46.9% with
respect to 3Q04, mainly due to the decrease in the price of
pork compared to the previous year as well as the increase in
the costs of raw materials such as grain and soy.

DESC Real Estate

3Q05 sales were US$23 million, which represents a decrease of
26.9% when compared to 3Q04.

This was mainly due to sales from the Arcos Bosques and Punta
Mita developments, whereas 3Q05 sales stemmed mainly from Punta
Mita, which contributed 95% of revenue.

On a accumulated basis, the Punta Mita project is 22% above the
sales of last year thanks to the excellent acceptance of the
project by the market, positioning itself as one of the leading
resorts in the world.

During the quarter, operating income reached US$2 million and
EBITDA reached US$2 million, registering a decrease of 68.4%
and 57.8%, respectively, when compared to 3Q04 due to a
decrease in sales.

CONTACT: Grupo DESC
         Marisol Vazquez-Mellado / Jorge Padilla
         Phone: (5255) 5261 8044
         E-mail: ir@desc.com.mx

         URL: www.desc.com.mx


GRUPO MEXICO: EBITDA Up 47% Year-Over-Year to $668.9M
-----------------------------------------------------
Grupo Mexico, S.A. de C.V. (BMV: GMEXICOB) reports its results
today corresponding to the third quarter and the nine months
ended September 30, 2005.

Consolidated information on the mining operations in the US,
Asarco(until Aug 9, 2005), Mexico and Peru in SCC, as well as
the transportation division with Ferrocarril Mexicano,
Intermodal Mexico and Texas Pacifico.

- Greater consolidated sales in 3Q05 that reached $1,255.7
million, 23% higher than total sales in 3Q04, bolstered by the
increase in prices and greater by-products volumes sold. Sales
of products for the first nine months of 2005 totaled $3,805
million compared with $2,891 million for the same period 2004,
representing 32% increase. Sales were lower than in 2Q05 due to
the deconsolidation of Asarco as of August 9, 2005.

- Cost of Sales in 3Q05 decreased by $6.3 million, equal to
1.2% compared to 3Q04, for the first time in several quarters
due to the stabilization of some cost of raw materials and
spare parts, better efficiency levels reached as well as to the
deconsolidation of Asarco. The sale costs for the first nine
months were 19.5% higher than those in 2004 within the same
period 2004, compared to better sales by 32% mentioned above.

- Higher consolidated operating profit in 3Q04, which totaled
$586.0 million, 56% more than that recorded in the same period
of 2004, due to greater molybdenum volumes produced and higher
metal prices. Accumulated for the first nine months of 2005
totaled $1,607 million compared with $1,085 million for the
same period 2004, representing 48% increase.

- EBITDA increased 47% year over year to $668.9 million with an
EBITDA margin of 53.3% over sales.

- Accumulated for the first nine months of 2005 totaled $1,859
million compared with $1,342 million for the same period 2004,
representing 38.5% increase.

- Considerable increment in consolidated net profit in 3Q05
that was $275.6 million, compared with $136.6 million for the
same period 2004, representing 102% increase. Accumulated for
the first nine months of 2005 totaled $765.1 million compared
with $499.7 million for the same period 2004, representing 53%
increase.

- In connection with the investment program authorized by the
Board of Directors in the amount of $995 million for GMexico
both in the mining and the transportation sectors, $442 million
have been invested so far mainly in the modernization of the
copper smelting plant in Ilo Peru with producing capacity of
1.2 million tons on an annual basis and in the different
optimization and modernization projects in the mining and
metallurgic units, together with new infrastructure and
equipment in the Railroad Division leading to higher load
volumes moved. Within the program, the budget allocated for
2005 is $649 million out of which, 61% corresponds to the
mining sector in Peru and Chile, 19% to the mining investment
in Mexico and 20 % to the railroad sector. The foregoing as a
whole, represents a 59% increase over the invested funds the
previous year.

-  Southern Peru (SPCC) changed its corporate name to Southern
Copper Corporation (SCC) in order to reflect the company's
global mine production and exploration activities in Peru,
Mexico and Chile.

- In the transportation sector, load volumes moved increased by
8.6% within the first nine months compared to levels reached in
2004, representing growth on sales by 16% since part of the
high increases in diesel prices were transferred to the
clients.

Grupo Mexico Financial Highlights

Relevant Events

- On August 9, 2005 Asarco LLC, independent mining subsidiary
of Grupo Mexico, S.A. de C.V. (GMexico) filed for Chapter 11
before a Federal Court in Corpus Christi, Texas, seeking for
restructuring under the legal protection provided therein.

- GMexico has therefore consolidated Asarco's financial results
until August 9, 2005 based upon FAS 94, SoP 90-7 and FIN 46
accounting principals. Consequently, Gmexico's financial
statements herein do not include Asarco's financial results as
of August 10, 2005. Asarco's financial statements are attached
to this report as of the date of the deconsolidation.

- The Board of Directors declared a dividend of $0.42 pesos per
share, to be paid on November 28, 2005, approved by the
Ordinary Shareholder's Meeting held on April 29, 2005.
Likewise, 6.4 million shares have been repurchased within the
buyback program authorized by such Meeting.

- On August 1, 2005, GMexico reported that its subsidiary SCC
paid US$200 million of bank debt relevant to its branch in Peru
and US$480 million of its subsidiary Minera Mexico, S.A. de
C.V. Such payment was made by means of the proceeds obtained
from the Notes issued by SCC in the amount of $800 million with
maturity of 10 and 30 years in the international markets on
July 20. Proceeds thereof were received on July 27. The
outstanding balance will be invested aiming at improving
further the company's debt profile. By these means, SCC
strengthens its financial structure.

- On August 16, 2005, Standard & Poor's Ratings upgraded
Ferromex's corporate credit rating on a global scale in local
currency from B- to B+, with a stable outlook.

- On October 11, 2005 Southern Peru (SPCC) changed its
corporate name to Southern Copper Corporation (SCC) in order to
reflect the company's global mine production and exploration
activities in Peru, Mexico and Chile.

Financing

GMexico's total debt as of September 30,2005 is $1,774.5
million with a cash position of $995.6 million, which equals a
net debt of $778.9 million. Cash position at the close of
December 2004 was $973.5 million, which led to a net debt of
$1,543.4 million vs. $778.9 million through September of 2005.
This relation generates a debt reduction of 50.5% with respect
to year-end 2004 due primarily to real debt reduction of $336
million, and the deconsolidation of Asarco as of August 10,
2005 ($443.1 million). The debt to capitalization ratio reached
46.9% in the 3Q05. Debt at September 30, 2005 includes
additional $101 million that correspond to AMC's debt with
Asarco derived from the acquisition of SPCC and recorded in
this quarter due to the deconsolidation of Asarco. The next
amortization to this debt amounts $12.5 Million in 2006, $19.8
million in 2007, and so on.

The financial expenses in the third quarter 2005 totaled $49.4
million, a 17.2% reduction compared for the same period 2004,
due to a significant debt reduction in the Group, and to
improved terms and conditions, and extended tenor for SCC.

Mining Division

Americas Mining Corporation
Metals Market

Metal prices maintained their marked upward trend during the
third quarter of 2005, primarily with important increments in
the case of molybdenum 86%, while zinc and copper advanced 32%
in comparison with 3Q04.

Copper's demand growth remains steady in 2005's third quarter
in all-consuming economies, particularly high in China. This,
together with a sustained demand in the US this year
contributed to a continued deficit in the global metal
inventories. Regarding supply, markets were more disciplined.
As of September 30, 2005 inventories (LME, Comex and Shanghai)
reached 119,235 tons, 26.4% lower compared to 162,015 in the
same period the previous year, thus contributing to copper
prices strengthening to levels unseen in the last 15 years.
Analysts expect the deficit in copper supplies will continue
the rest of 2005 and part of 2006.

Americas Mining Corporation
Financial Highlights

Mining sector's sales (AMC) in 3Q05 increased by 23.1% to
$1,070.0 million, while the sale cost decreased by 8.8%
deriving in operation profits in the amount of $548.4 million,
67.2% higher than those obtained within the same period last
year.

Net profits in the third quarter 2005 amounted to $262.3
million, 111.2% higher than those obtained in the same period
in 2004 and for the nine months in 2005 they reached $700.7
million, $251.9 million higher than the $448.8 million attained
in 2004.

EBITDA for 3Q05 increased by 50.4% compared to 3Q04, and for
the nine-month period ended in September 2005 EBITDA amounted
to $1,654.8 million, 42.1% higher than that recorded within the
same period last year. EBITDA's margin as sales percentage was
56.3% for 3Q05 and 50.5% accrued as of September 30, 2005.

Americas Mining Corporation, incorporated in Delaware is the
holding company for mining operations in Mexico, the United
States and Peru, and is ranked number two worldwide with
respect to copper reserves. It is the number three producer of
copper, the fourth producer of silver and the seventh producer
of zinc in the world.

Southern Copper Corporation & Subsidiaries
Financial Highlights

Sales amounted to $1,030.2 million within 2005's third quarter
compared to $739.5 million in 2004, thus increasing by 39.3%.
Sales in the nine months ending September 30, 2005 reached
$2,934.3 million compared to $2,064.3 million within the same
period in 2004. Such increases are mainly attributed to the
growth in metal prices, particularly that of molybdenum
accounting for 24.1% of the accrued sales by September 30,
2005.
Copper production increased by 0.4% reaching 178,170 tons of
copper during the third quarter in 2005 compared with the third
quarter of last year. This growth includes 10,024 tons from
Mexican open-pit mines where the obtained milled ore increased
and copper recoveries percentages improved as well, despite
lower ore grades together with the higher quantities of PLS
treated. The increase was offset by a decrease of 8,000 tons
from the Peruvian open pit mines and was the result of lower
ore grades in the Cuajone mine and lower PLS grade. There was
also a decrease in the Mexican underground mines due to lower
ore grades in the extracted mineral.

Molybdenum production increased 9.3% going from 3,513 tons in
3Q04 to 3,841 tons in 3Q05. This increase in production was
mainly the result of an increase in the Mexican production of
509 tons due to higher recovery. This positive result was
partially offset by the decrease in Peruvian production of 181
tons, due to lower ore grade.

The consolidated operating profit increased by 68.9% going from
$326.3 million in 3Q04 to $550.9 million within the same period
in 2005. The accumulated operating profit at September 30, 2005
reached $1,479.6 million compared to $936.1 million for the
same period in 2004, increasing by 58.1%.

The operating profit grew $86.0 million in the Mexican division
during 3Q05 compared to that in 2004. This positive result
derives from higher sales ($160.9 million) due to elevated
volume sold as well as the growth in metal prices. In
connection with the Peruvian division, the operating profit
increased $145.4 million, mainly due to higher net sales
($151.6 million) due to the increase of metal prices and
volume, but also to the implementation of our cost control
policies, partially offset by increased costs in fuel, power,
labor and profit sharing costs.

EBITDA grew 58.4% in the 3Q05 from $387.4 to $613.6 million.
Accumulated EBITDA as of September 30, 2005 reached $1,641.4
million compared to $1,116.4 million for the same period in
2004, equivalent to 47.0% increase. EBITDA margin for the 3Q05
was 59.6% and 55.9% for the nine-month period in 2005.

The company's net profit in 3Q05 was 69.2% higher than that
last year and added to $366.7 million compared to $216.8
million reached in 3Q04, reflecting an accrued figure by
September 30, 2005 of $977 million compared to $615.3 million
the previous year, thus deriving in 58.8% increase during 2005.
Most of SCC's net profits is the result of significantly higher
copper and molybdenum prices.

Regarding SCC's expansion and modernization program the Ilo
smelter Project is on schedule with detailed engineering work
almost completed and the preliminary construction works in
progress aiming at concluding by the end of 2006. The anode-
straining wheel is slated to be finalized by the end of this
year, replacing the blister copper production to produce
anodes. The foregoing will allow us to provide the refinery
directly with anodes, thus eliminating the blister re-smelting
additional cost. In addition, the ore crushing, leaching and
conveyor belt project at the Toquepala mine is also on
schedule. The primary crusher started operations in August. The
conveyor belt systems 1, 2 and 3 were implemented, starting
with 2000 ton/hr. and reaching 6,500 ton/hr by the end of
September. 93% of this project has been completed. Expansion of
Cananea's ESDE (electrolytic lixiviation) plant develops as
scheduled and during its first stage, it is expected to produce
11,000 tons of additional copper by 2007. Studies are currently
undergoing aiming at increasing further the SX/EW plant
expansion, up to 22,900 tons, as well as a potential expansion
of the concentrator for it to reach up to 95,000 of grinding
volumes on a daily basis. As the Cananea mine has over 50% of
SCC's copper reserves, we are studying several possibilities
for expanding it to a scale that fully maximizes its potential.

Southern Copper Corporation is one of the largest integrated
copper producers worldwide and holds the largest copper
reserves of any listed company in the world. It is a NYSE and
Lima Stock Exchange (LSE) listed company of which 75.1%
ownership belongs to Grupo Mexico, a Mexican company listed on
the Mexican stock exchange. The balance 24.9% ownership forms
part of the world's investment community.

It operates mining units, metallurgical facilities and
exploration in Peru, Mexico and Chile.

Railroad Division

Financial Highlights
Grupo Ferroviario Mexicano (GFM)

Load volumes moved by Ferromex in 3Q05 as measured by tons per
kilometer (tons/km) increased by 8.9% compared to the same
period in 2004 mainly due to a commercial flow increase between
Mexico and the United States derived from the market economic
growth and larger domestic volumes.

Total sales increased by 21.9%, reaching $191.3 million in
3Q05, compared to $157.0 million within the same period in
2004, and 16.0% higher for the accumulated at September 30,
2005. The revenues obtained after discounts reduction derived
from the increase in diesel prices amounted to $7.6 million in
3Q05, something that did not happen in 2004, as Ferromex
implemented a pricing formula in December 2004 in order to
allow for the recovering of diesel increments as it is done by
US rail companies, aiming at better reflecting the ratio
between load volumes moved and sales.

Operating costs showed 27.6% increase, from $96.4 million in
3Q04 to $123.0 million within the same period in 2005. Labor
increased by 19.1%: $26.2 million in 3Q04 to $31.2 million in
3Q05. The foregoing derived from higher number of values-trips
allowing to move significant additional volume together with an
increase number of worker and employees for the preventive
maintenance both, of the railways and the equipment. This was
compensated as higher transported volumes were recorded which
afforded higher revenues from services during this quarter.
Nevertheless, the sales cost was affected by significant diesel
cost increase. Diesel prices grew 33.8% going from 30.9 to 41.3
Usdollar cents per litter, which added to higher consumption
levels accounted for a $9.8 million increase.

Ferromex EBITDA in 3Q05 was $60.2 million, 11.7% higher than
that obtained within the same period last year.

The accumulated operating profit was higher than that in 3Q04
by 14.5%, going from $114.2 to $130.8 million in 3Q05, despite
the significant increase in the diesel costs which is the major
consumable of railroad operations.

Ferromex invested US$69.2 million in new projects within the
first nine months this year.

Investments made in Torreon's freight yard make it the best in
the country after purchasing 25 new 4,400 HP locomotive engines
and the first 700 wagons out of the 3,000 newwagon project.

At September 30, 2005 total debt amounts $441.9 million
compared to $441.5 million in the same period 2004. This effect
derives from amortization payments to Eximbank in the amount of
$8.0 million and Bank of America of $3.3 million. Moreover, in
March and May 2005 the company conducted an early amortization
to Banco Inbursa amounting to $31.7 and $13.8 on its loan
maturing in December 2007 using funds from the normal course of
its operations. This item is partially offset by the loans
granted in December 2004 and January 2005 by BNP Paribas, which
included an Eximbank guaranty of US$39.5 million for the
acquisition of 25 locomotive engines. In April and June
amortizations made to BNP Paribas amounted to $1.2 million
respectively.

Ferromex is the largest rail company in Mexico and has the
widest coverage. With a network of 8,500 kilometers of track it
covers 71% of the Mexican territory. Ferromex has five gateways
into the United States as well as four ports on the Pacific and
two on the Gulf of Mexico. Grupo Mexico controls 74% of
Ferromex and Union Pacific 26%.

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


MAXCOM TELECOMUNICACIONES: Revenues Up 31% in 3Q05 Vs. 3Q04
-----------------------------------------------------------
                            LINES

The number of lines in service at the end of 3Q05 increased 29%
to 199,476 lines, from 154,968 lines at the end of 3Q04, and 6%
when compared to 188,283 lines in service at the end of 2Q05.

During 3Q05, 19,670 new voice lines were installed, 34% higher
than the 14,655 lines installed during 3Q04. When compared to
2Q05, the number of installations increased 13% from 17,457
lines.

During 3Q05, the monthly churn rate for voice lines was 1.7%,
lower than the 2.0% monthly average churn during 3Q04. When
compared to 2Q05, churn rate increased from 1.6%. Voluntary
churn in 3Q05 resulted in the disconnection of 2,498 lines, a
rate of 0.5%, the same that the one registered in 2Q05 with
2,422 disconnected lines. Involuntary churn resulted in the
disconnection of 6,643 lines, a rate of 1.2%, and higher than
the 5,156 disconnected lines in 2Q05 (1.0%).

                                               vs.   vs.
LINES                  3Q04     2Q05     3Q05    3Q04  2Q05
Business Lines         27,421   31,612   34,047   24%    8%
Residential Lines     116,227  142,425  149,092   28%    5%
Public Telephony
  Lines                   -      2,334    3,761   N/A   61%
Total Voice Lines     143,648  176,371  186,900   30%    6%
Wholesale              11,320   11,912   12,576   11%    6%
Lines in
  Service (1)         154,968  188,283  199,476   29%    6%

Data Equivalent
  Lines (2)            16,639   20,948   23,555   42%   12%

    (1) Does not include Data Equivalent Lines
    (2) Data Conversion @ 64Kbps

    CUSTOMERS:

Total voice customers grew 31% to 145,460 at the end of 3Q05,
from 111,444 at the end of 3Q04, and 5% when compared to
138,828 customers at the end of 2Q05.

The change in the number of voice customers by category was the
following: (i) business customers increased by 13% from 3Q04
and 3% from 2Q05; and, (ii) residential customers increased by
31% from 3Q04 and 5% from 2Q05.

                                      vs.   vs.
     VOICE CUSTOMERS     3Q04     2Q05     3Q05   3Q04  2Q05
Business                3,846    4,227    4,342   13%    3%
Residential           107,598  134,601  141,118   31%    5%
Total Voice
  Customers           111,444  138,828  145,460   31%    5%

Data Customers          6,026    7,079    6,415    6%   -9%

                          REVENUES

Revenues for 3Q05 increased 31% to Ps$301.6 million, from
Ps$230.4 million reported in 3Q04. Voice revenues for 3Q05
increased 31% to Ps$244.7 million, from Ps$187.2 million during
3Q04, driven by a 30% increase in voice lines. Data revenues
for 3Q05 were Ps$12.9 million and contributed with 4% of total
revenues. Data revenues in 3Q04 were Ps$11.8 million. Wholesale
revenues for 3Q05 were Ps$44.0 million, a 40% increase from
Ps$31.4 million in 3Q04.

Revenues for 3Q05 increased 9% to Ps$301.6 million, from
Ps$277.7 million in 2Q05. Voice revenues for 3Q05 increased 9%
from Ps$223.4 million during 2Q05. Data revenues in 3Q05
decreased 2% from Ps$13.1 million during 2Q05. During 3Q05,
revenues from Wholesale customers increased 7% from Ps$41.1
million in 2Q05.

                 COST OF NETWORK OPERATION

Cost of Network Operation in 3Q05 was Ps$99.6 million, a 21%
increase when compared to Ps$82.5 million in 3Q04. Over the
same period, outbound traffic increased 3%, showing an increase
on a cost per minute basis basically as a result of the lease
of capacity on a CATV network in the city of Queretaro, where
we started providing a "triple play" service comprised of Cable
TV, internet and telephone service; combined with a shift of
the outbound traffic pattern from local to long distance and
calls to cellular phones. Local traffic was 96% of total
traffic in 3Q04 and 92% in 3Q05. The Ps$17.1 million increase
in Cost of Network Operation was generated by: (i) Ps$14.2
million, or 25%, increase in network operating services, mainly
driven by Ps$8.5 million higher calling party pays
interconnection charges, a Ps$3.1 million higher long distance
interconnection; and, Ps$3.5 million lease of capacity on a
CATV network, which were partially offset by Ps$0.9 million
lower AsistelMax, lease of ports and other services cost; (ii)
Ps$3.3 million higher technical expenses, basically as a result
of Ps$2.3 higher general office expenses and fees to external
advisors; Ps$1.0 higher lease of equipment; Ps$0.9 higher
leases of sites and poles, partially offset by Ps$0.9 million
lower maintenance expenses; and, (iii) Ps$0.4 million, or 12%,
decrease in installation expenses and cost of disconnected
lines.

Cost of Network Operation increased 7% quarter-over-quarter
when compared to Ps$92.8 million in 2Q05. The Ps$6.8 million
increase in Cost of Network Operation was generated by: (i)
Ps$6.5 million, or 10% increase in Network operating services,
mainly driven by Ps$2.7 million higher long distance reselling
cost, Ps$2.2 million lease of a cable TV network, Ps$1.8
million higher calling party pays charges; and, Ps$0.2 lower
AsistelMax and other services cost; (ii) Ps$1.3 million
increase in Technical expenses, partially offset by a Ps$1.0
million decrease of installation expenses and cost of
disconnected lines. On a traffic-related cost basis, the cost
per minute improved as outbound traffic increased 17%.

Gross margin at 67% in 3Q05 showed an improvement from 64%
reported in 3Q04 and remained at 67% reported in 2Q05.

                          SG&A

SG&A expenses were Ps$123.1 million in 3Q05, a 23% increase
from Ps$100.1 million in 3Q04. The increase was mainly driven
by: (i) higher salaries, wages and benefits of Ps$23.5 million
as a result of increased headcount; (ii) higher sales
commissions of Ps$6.7 million; (iii) higher general and
insurance expenses of Ps$1.6 million. Higher expenses were
partially offset by (i) lower bad debt reserve of Ps$3.4
million (ii) lower fees paid to external advisors of Ps$2.0
million, (iii) Ps$1.9 lower advertising and promotion expenses;
(iv) lower offices and warehouse leases of Ps$0.5 million; and,
(v) Ps$0.9 million lower maintenance expenses.

SG&A expenses in 3Q05 increased 7% from Ps$114.5 million in
2Q05. The Ps$8.6 million increase was generated by: (i) higher
salaries, wages and benefits of Ps$15.2 million, (ii) Ps$0.9
million higher bad debt reserve, (iii) Ps$0.2 million higher
advertising expenses; and, (iv) Ps$0.1 million higher insurance
expenses. Higher expenses were partially offset by (i) Ps$3.4
million lower sales commissions, (ii) Ps$2.9 million lower
general expenses, (iii) Ps$1.3 million lower maintenance
expenses; and, (iv) Ps$0.2 million lower leases expenses.

                          EBITDA

EBITDA for 3Q05 increased 65% to Ps$78.8 million, from Ps$47.9
million reported in 3Q04. When compared to 2Q05, EBITDA grew
12% from Ps$70.4 million. EBITDA margin of 26% improved from
21% of 3Q04, and from 25% in 2Q05.

                   CAPITAL EXPENDITURES

Capital expenditures for 3Q05 were Ps$128.0 million, 17% higher
that the Ps$109.2 million reported in 3Q04, and a 76% increase
when compared to Ps$72.8 million in 2Q05.

                      CASH POSITION

Maxcom's cash position at the end of 3Q05 was Ps$68.0 million
in Cash and Cash Equivalents, including Ps$9.8 million of
restricted cash in connection with a banking financing obtained
in 4Q04, compared to Ps$43.0 million at the end of 3Q04. Cash
and Cash Equivalents at the end of 2Q05 were Ps$45.4 million,
including Ps$9.8 million of restricted cash.

                 COMMERCIAL PAPER PROGRAM

On July 14, we entered into a short-term commercial paper
program in Mexico, issuing 1,500,000 notes with a face value of
Ps$100.00 for a total amount of Ps$150.0 million. Notes will be
payable on June 15, 2006 and bear interests at a rate equal to
the Inter-banking Equilibrium Interest Rate (TIIE) plus 2.75
points and applicable taxes. Coupons are payable monthly
starting August 11, 2005.

                         SPIN-OFF

On August 30, 2005, Maxcom's shareholders approved a spin-off
("escision") of the Company under Mexican law, pursuant to
which a new company was created and Maxcom transferred to the
new company part of its assets, liabilities and equity, as
follows: Ps$8.3 million in assets; Ps$8.2 million in
liabilities and Ps$0.1 million in equity.

In connection with the spin off, starting August 31, 2005,
Maxcom executed a series of arms' length related parties
transactions to acquire more than 99% of the spun off company.
These transactions had no impact on Maxcom's cash balance.

Maxcom Telecomunicaciones, S.A. de C.V., headquartered in
Mexico City, Mexico, is a facilities-based telecommunications
provider using a "smart-build" approach to deliver last-mile
connectivity to micro, small and medium-sized businesses and
residential customers in the Mexican territory. Maxcom launched
commercial operations in May 1999 and is currently offering
Local, Long Distance and Internet & Data services in greater
metropolitan Mexico City, Puebla and Queretaro. The information
contained in this press release is the exclusive responsibility
of Maxcom Telecomunicaciones, S.A. de C.V. and has not been
reviewed by the National Banking and Securities Commission of
Mexico (CNBV). The registration of the securities described in
this press release before the Special Section of the National
Registry of Securities (Registro Nacional de Valores) held by
the CNBV does not imply a certification of the investment
quality of the securities or of Maxcom's solvency. The
securities described in this press release have not been
registered before the Securities Section of the National
Registry of Securities held by the CNBV and therefore can not
be publicly offered or traded in Mexico. The trading of these
securities by a Mexican investor will be made under such
investor's own responsibility.

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

CONTACT: Maxcom Telecomunicaciones, S.A. de C.V.
         Jose-Antonio Solbes
         Tel: +52-55-5147-1125
         E-mail: investor.relations@maxcom.com

         Maxcom Telecomunicaciones, New York City
         Lucia Domville
         Tel: +1-917-375-1984
         E-mail: ldomville@nyc.rr.com



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

DORAL FINANCIAL: Accounting Issues Cue S&P to Downgrade Ratings
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on Doral
Financial Corp., including the long-term counterparty rating,
to 'BB-' from 'BB'.  The ratings remain on CreditWatch
Negative.

"The ratings action follows Doral's announcement on Monday that
it will no longer meet its previously stated deadline to file
financial statements by Nov. 11, 2005," said Standard & Poor's
credit analyst Michael Driscoll.

Latham & Watkins LLP is looking into residential mortgage loan
sales made by Doral to other financial institutions and whether
they qualify as true sales under SFAS 140.  If the transactions
do not qualify as true sales, Doral would need to record the
mortgage transactions back onto the balance sheet as a payable
loan secured by mortgage loans, and reverse the gain previously
recorded with the transactions.

Furthermore, Doral announced that the SEC investigation is now
formal and revolving around the restatement and certain
mortgage sale transactions with other financial institutions.
This is part of a broader SEC investigation of other banks in
Puerto Rico, including R&G Financial, First Bancorp, and Doral,
all surrounding the sale of mortgage loans with recourse by R&G
Financial and Doral to FirstBank.

All of these banks share the same external auditing firm, Price
Waterhouse Coopers.  With First BanCorp already publicly
stating that most of its loan purchases from R&G Mortgage do
not meet the true sale criteria, the likelihood that Doral's
loan sales will result in a similar outcome increases
dramatically.

Since the end of 2004, Doral has operated without current
reporting of its financial statements, which placed Doral in
technical default of approximately $1 billion in debt.  The
accounting issues continue to escalate at Doral and have
prolonged the restatement process, adding incremental risk and
uncertainty.  To date, Doral has not received any default
notifications that would accelerate the maturity of the debt in
question.

Mitigating these concerns, the high quality of Doral's
underlying assets helps provide liquidity and serves as strong
collateral for creditors.  Its leading market position in the
attractive residential mortgage lending business in Puerto Rico
and the high demand for these assets by local institutions has
allowed for continuity of its core business in the midst of its
accounting restatement.

The continuation of the CreditWatch listing reflects our
concerns over the high degree of uncertainty regarding the
final outcome of the accounting restatement and the restatement
timeline, regulatory and legal issues, and the extent to which
these issues will affect profitability.  Once financial
statements are released, S&P will reassess Doral's business
position, which will include profitability, capital measures,
funding stability, and internal controls. (Troubled Company
Reporter, Oct. 31, 2005, Vol. 9, No. 258)


DORAL FINANCIAL: Moody's Drops Senior Debt Rating to Ba3
--------------------------------------------------------
Moody's Investors Service downgraded to Ba3 from Ba1 the senior
debt of Doral Financial Corporation (Doral). The ratings have
been downgraded a number of times since Moody's initial review
process began in April, 2005. According to Moody's, a number of
negative developments have occurred since the most recent
downgrade, which was on September 6, 2005.

Doral has recently disclosed that it will not be able to file
restated financial reports as formerly indicated and this is
the main reason for the downgrade. With a very strong position
in the Puerto Rico mortgage market, Doral's franchise remains
robust. Nevertheless, the negative outlook captures continued
uncertainty regarding the longer term prospects for Doral. The
audit committee of the board of directors is continuing its
investigation into accounting and control issues. The SEC's
previously informal inquiry has been expanded to a formal
investigation. Furthermore, the company's preferred shares are
likely to be delisted from the NASDAQ. Moody's said that
litigation and regulatory risks are high.

The rating agency noted that creditors have not elected to
accelerate debt repayments. Therefore, said Moody's, liquidity
remains adequate to meet upcoming cash needs through mid-year
2007. In addressing the negative outlook, Moody's said that any
credit deterioration including regulatory consequences or
liquidity issues could result in a review for possible
downgrade or in a further downgrade.

The following is a partial list of ratings that have been
downgraded.

Doral Financial Corporation -- Senior debt to Ba3 from Ba1 and
subordinated debt to B1 from Ba2.

Doral Financial Corporation, headquartered in San Juan, Puerto
Rico, had total assets of $15 billion at December 31, 2004.



=================================
T R I N I D A D   &   T O B A G O
=================================

BWIA: Barbados May Extend Financial Aid
---------------------------------------
Barbados is willing to invest money in beleaguered Trinidad and
Tobago airline BWIA, the Barbados Nation reports, citing Noel
Lynch, Minister of Tourism Barbados.

"We have been supportive of Air Jamaica; we have been the ones
who have been leading the fight to keep LIAT in the air; we
have propped them up with cash; we have supported BWIA in every
way we could in the region and, depending on the business model
that is presented, our Cabinet will consider it, and we will
determine whether or not we will invest in it. But we have
always been supportive of BWIA."

Trinidad Finance Minister Patrick Manning announced in
September that the government intends to turn BWIA into a new
company. After careful deliberations on the proposals submitted
by government-appointed Task Force for the future of the
airline, the Cabinet decided to create a new national entity
using as a basis a restructured BWIA, Mr. Manning said.

The new proposal would require recapitalization of
approximately US$250 million to ensure the new entity's
operations. The new airline would still be majority-owned by
the Government with a plan for further divestment to the
private sector.

As part of the proposal, Cabinet has appointed a new board of
directors to restructure BWIA and ensure a smooth transition
into the new entity.

The new board is comprised of businessman Arthur Lok Jack,
economist and chief executive officer of Guardian General, Dr
Terrence Farrell, attorney and bpTT chairman Robert Riley,
engineer and executive chairman of Neal and Massy Gervais
Warner and accountant and retired senior partner at
PriceWaterhouse Cooper Limited, William Lucie-Smith.

"This board has the responsibility of ensuring that seamless
transition takes place between what is there now and this new
entity and to produce the plans we've asked for," Trinidad
Public Administration Minister Dr Lenny Saith was quoted as
saying.



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

BANCO COMERCIAL: NY Court to Hear Govt's Case Vs. Banks Nov. 22
---------------------------------------------------------------
A federal court in New York will hear the case between
Uruguay's government and international banks CSFB (NYSE: CSR),
JPMorgan Chase (NYSE: JPM), and Dresdner on November 22,
reports Business News Americas. The government is seeking
US$700 million in compensation plus expenses.

The government is accusing the international banks of
"intentional misconduct", for allegedly not honoring their
obligations with failed bank Banco Comercial.

The three banks were co-shareholders in Banco Comercial, which
was intervened in 2002 due to a massive run on deposits and
capital-related woes.

According to reports, the NY court will decide before year-end
whether the case will continue in a civil court or go to an
arbitration process.

Earlier this year, the three international banks filed for new
arbitration proceedings with the Uruguayan government, saying
the government did not comply with an earlier International
Chamber of Commerce (ICC) ruling to repay former shareholders
of Banco Comercial, for a US$120-million capital injection that
was undertaken during the financial crisis in 2002.



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

CANTV: CEO Defends Business Stability Following 3Q05 Loss
---------------------------------------------------------
Telecommunications company CANTV remains solid despite a
staggering loss of US$203 million in the third-quarter of 2005,
according to company chief executive officer Gustavo Roosen.

"As demonstrated from our growth momentum, (CANTV) is prepared
to capture the favorable business opportunities ahead," Mr.
Roosen said, referring to an 11% increase in total revenue to
US$606 million in the third quarter from the same quarter of
2004.

CANTV primarily attributes its huge loss to an increase in the
size of a fund earmarked for pension payments by VEB630.7
billion (US$293 million) to VEB714.9 billion (US$333 million)
to comply with a July 26 Supreme Court order to make back
payments to thousands of former employees.

The Company initially challenged the decision as
unconstitutional, but later set aside the funds. According to
Roosen, CANTV had decided to move forward to the execution
phase of the sentence, in which a court will determine the
exact amount it owes to its former workers, "without losing any
rights to challenge deviations of our interpretation of the
July 26 decision."

"The amount set aside ($333 million) represents CANTV's
interpretation of the July 26 decision," Mr. Roosen added.

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


SIDOR: Initiates Iron Price Negotiations with Government
--------------------------------------------------------
Talks between the government and steelmaker Sidor concerning
the restoration of iron ore prices in the local market began
Thursday, reports Bloomberg. Earlier this month, President Hugo
Chavez threatened to renationalize Sidor if it does not
negotiate sales agreements with local companies in the sector.

Heavy Industries and Mining Minister Victor Alvarez said state
iron ore company Ferrominera Orinoco (FMO) is selling iron ore
to Sidor at 44% of international market prices, meaning the
government is losing 66% on the sales.

"This situation is unacceptable to us because Sidor is not
guaranteeing steel supplies to the country's productive
sector," the minister said.

"Small and medium-size companies are complaining about the lack
of on-time deliveries plus the lack of required quality and
quantity," he added.

Still, the government aims to invest in a new steelmaker to
produce steel products that other Venezuelan steelmakers do not
make and that are needed to develop the country, he said,
adding that the new company will complement and not compete
with Sidor.

Venezuela sold a 70% stake in Sidor in 1997 for US$1.79 billion
in cash and debt. It then increased its stake to 40% in June
2003 after several debt restructurings.





                            ***********


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

Troubled Company Reporter - Latin America is a daily newsletter
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