TCRLA_Public/051109.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

           Wednesday, November 9, 2005, Vol. 6, Issue 222

                            Headlines

A R G E N T I N A

A.G. MADERAS: Court Declares Company Bankrupt
AEROLINEAS ARGENTINAS: Buenos Aires Seeks Lien on Planes
COMPANIA DE COMUNICACION: Enters Bankruptcy on Court Orders
DALVIK S.A.: Court Rules for Liquidation
GALS S.A.: Liquidates Assets to Pay Debts

LACHAISE S.A.: Enters Bankruptcy on Court Orders
MARKETING KEYS: Court Designates Trustee for Liquidation
NORYSUR S.A.: Judge Approves Bankruptcy
PENTY S.A.: Court OKs Creditor's Involuntary Bankruptcy Motion
PETROBRAS ENERGIA: Net Sales Up 15.5% in 3Q05

SANVIDO S.R.L.: Court Orders Liquidation
SECURITY CONSULTING: Gets Court Approval for Reorganization
TGS: Reports on Renegotiation Process
TRANSPORTE 4H: Court Approves Concurso Motion


B A H A M A S

KERZNER INTERNATIONAL: Narrows 3Q05 Net Loss to $4.9M


B E R M U D A

ROSEMONT RE: A.M. Best Affirms, Withdraws Ratings


B R A Z I L

AOL LATIN AMERICA: Provides Details on Termination Agreement
BANCO BRADESCO: Posts BRL4.051 Bln Net Income in 3Q05
CATAGUAZES-LEOPOLDINA: S&P Assigns 'B+' Corporate Credit Rating
MANGUINHOS REFINARIA: Sends Home 70 Workers to Cut Costs
TELEMAR: Fitch Rates Proposed $150M Euroreais Notes 'BB-'

VARIG: TAP Awaits Creditors to Okay Rescue Proposal


C A Y M A N   I S L A N D S

ALLOWAY LIMITED: Voluntary Liquidation Begins
BSCH FINANCE: Members to Review Account on Liquidation
CARRIGAN LIMITED: Creditors' Claims to be Verified
EQUITY IWO: Westport Services Ltd. to Supervise Wind Up
FRANKFORT LIMITED: Selects Liquidator for Wind Up

IFCO SPV: Final Meeting Set for Dec. 1
IWO INVESTMENTS: Westport Services Ltd. Appointed as Liquidator
MOBILE HOLDINGS: Claims Against Company to be Verified
NEW EQUITY: Creditors to Present Claims Against Company
NEW IWO EQUITY: Enters Voluntary Wind Up

NEW WIRELESS IIP: Shareholders Resolve to Wind Up Company
PAUGUS LIMITED: To Wind Up Voluntarily
RMB CDO: To Hold Extraordinary Final Meeting Dec. 1
WIRELESS IIP: Resolves to Liquidate
WIRELESS INTERNATIONAL: To be Placed into Voluntary Liquidation


C O L O M B I A

BBVA COLOMBIA: Fitch Affirms Ratings After Granahorrar Purchase
TERMOEMCALI: Makes Cash Payment


J A M A I C A

DYOLL INSURANCE: Liquidators Issue Update on Status of Payout



M E X I C O

AXTEL: To List Shares on the Mexican Stock Exchange
GRUPO MEXICO: Deutsche Bank Revises Earnings, Price Targets
MERIDIAN AUTOMOTIVE: PCA Chosen Special Brazilian Counsel


P A N A M A

BANISTMO: Moody's Affirms Ratings on Acquisition Announcement


U R U G U A Y

BANCO HIPOTECARIO: To Securitize 5% of Commercial Loan in `06


V E N E Z U E L A

PDVSA: CITGO Extends Expiration Date for Cash Tender Offers
PDVSA: Secures License to Provide Own Telecom Services
SIDOR: Renews Iron Ore Supply Deals
SINCOR: Total Agrees to Pay Higher Royalty Rate


     -  -  -  -  -  -  -  -


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

A.G. MADERAS: Court Declares Company Bankrupt
---------------------------------------------
Court No. 5 of Buenos Aires' civil and commercial tribunal
declared A.G. Maderas S.A. "Quiebra", relates La Nacion. The
court approved the bankruptcy petition filed by Pecom Energia
S.A., whom the Company has debts amounting to $16,508.79.

The Company will undergo the bankruptcy process with Mr. Julio
Cesar Capovilla as trustee. Creditors are required to present
proofs of their claim to Mr. Capovilla for verification before
Dec. 15, 2005. Creditors who fail to submit the required
documents by the said date will not qualify for any post-
liquidation distributions.

Clerk No. 10 assists the court on the case.

CONTACT: A.G. Maderas S.A.
         Avenida Rivadavia 4962
         Buenos Aires

         Mr. Julio Cesar Capovilla, Trustee
         Avenida Corrientes 3859
         Buenos Aires


AEROLINEAS ARGENTINAS: Buenos Aires Seeks Lien on Planes
--------------------------------------------------------
Buenos Aires has asked a local judge to impose a lien on planes
belonging to the nation's flagship carrier, Aerolineas
Argentinas, Dow Jones Newswires reports, citing the province's
spokesman Enrique Velazquez.

Buenos Aires alleges that Aerolineas owes it some ARS43 million
(US$14.4 million) in unpaid taxes. Provincial officials say
Aerolineas must pay provincial taxes on its international
flights out of the Ezeiza airport.

Local news reports, however, say Aerolineas believes it is only
required to pay federal taxes on those routes.

Aerolineas' controlling shareholder is Spain's Marsans group,
while the Argentine government owns a 1.34% stake in the
carrier.

CONTACT: AEROLINEAS ARGENTINAS
         Torre Bouchard 547, 1106 Buenos Aires, ARGENTINA
         Phone: (54-11) 4310-3000
         Fax: (54-11) 4310-3585
         E-mail: volar@aerolineas.com.ar
         Web site: www.aerolineas.com.ar


COMPANIA DE COMUNICACION: Enters Bankruptcy on Court Orders
-----------------------------------------------------------
Buenos Aires' civil and commercial court declared Compania de
Comunicacion Digital S.A. bankrupt after the Company defaulted
on its debt payments. The bankruptcy order effectively places
the Company's affairs as well as its assets under the control
of court-appointed trustee, Ms. Maria Cenatiempo.

As the trustee, Ms. Cenatiempo is tasked with verifying the
authenticity of claims presented by the Company's creditors.
The verification phase is ongoing until Nov. 23, 2005.

Following claims verification, the trustee will submit the
individual reports based on the forwarded claims for final
approval by the court on Feb. 6, 2006. A general report will
also be submitted on March 20, 2006.

CONTACT: Ms. Maria Cenatiempo, Trustee
         Avda. de Mayo 1365
         Buenos Aires


DALVIK S.A.: Court Rules for Liquidation
----------------------------------------
A Buenos Aires court ordered the liquidation of Dalvik S.A.
after the Company defaulted on its obligations, Infobae
reveals. The liquidation pronouncement will effectively place
the Company's affairs as well as its assets under the control
of Ms. Ines Etelvina Clos, the court-appointed trustee.

Ms. Clos will verify creditors' proofs of claim until March 24,
2006. The verified claims will serve as basis for the
individual reports to be submitted in court on May 8, 2006. The
submission of the general report follows on June 21, 2006.

CONTACT: Ms. Ines Etelvina Clos, Trustee
         Sarmiento 944
         Buenos Aires


GALS S.A.: Liquidates Assets to Pay Debts
-----------------------------------------
Buenos Aires-based Gals S.A. will begin liquidating its assets
following the pronouncement of the city's court that the
Company is bankrupt, reports Infobae.

The bankruptcy ruling places the Company under the supervision
of court-appointed trustee, Ms. Griselda Eidelstein. The
trustee will verify creditors' proofs of claim until Dec. 29,
2005. The validated claims will be presented in court as
individual reports on March 13, 2006.

Ms. Eidelstein will also submit a general report, containing a
summary of the Company's financial status as well as relevant
events pertaining to the bankruptcy, April 24, 2006.

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

CONTACT: Gals S.A.
         Avda. Corrientes 2832
         Buenos Aires

         Ms. Griselda Eidelstein, Trustee
         Lambare 1140
         Buenos Aires


LACHAISE S.A.: Enters Bankruptcy on Court Orders
------------------------------------------------
Lachaise S.A. enters bankruptcy protection after a Buenos Aires
court ordered the Company's liquidation. The order effectively
transfers control of the Company's assets to a court-appointed
trustee who will supervise the liquidation proceedings.

Infobae reports that the court selected Mr. Carlos Alberto
Menendez as trustee. Mr. Menendez will be verifying creditors'
proofs of claim until the end of the verification phase on Dec.
26, 2005.

Argentine bankruptcy law requires the trustee to provide the
court with individual reports on the forwarded claims and a
general report containing an audit of the Company's accounting
and business records. The individual reports will be submitted
on March 8, 2006 followed by the general report, which is due
on April 21, 2006.

CONTACT: Lachaise S.A.
         Agustin Magaldi 1714
         Buenos Aires

         Mr. Carlos Alberto Menendez, Trustee
         Ventura Bosch 7098
         Buenos Aires


MARKETING KEYS: Court Designates Trustee for Liquidation
--------------------------------------------------------
Buenos Aires accountant Mr. Norberto Jorge Volpe was assigned
trustee for the liquidation of local company Marketing Keys
S.R.L., relates Infobae.

Mr. Volpe will verify creditors' claims until Feb. 6, 2006, the
source adds. After that, he will prepare the individual
reports, which are to be submitted in court on March 20, 2006.
The submission of the general report should follow on May 2,
2006.

CONTACT: Marketing Keys S.R.L.
         Juramento 3183
         Buenos Aires

         Mr. Norberto Jorge Volpe, Trustee
         Maipu 859
         Buenos Aires


NORYSUR S.A.: Judge Approves Bankruptcy
---------------------------------------
Norysur S.A. was declared bankrupt after Court No. 3 of Buenos
Aires' civil and commercial tribunal endorsed the petition of
Mr. Ramiro Aimi for the Company's liquidation. Argentine daily
La Nacion reports that Mr. Aimi has claims totaling $18,546.32
against Norysur S.A.

The court assigned Mr. Gerardo Seghezzo to supervise the
liquidation process as trustee. Mr. Seghezzo will validate
creditors' proofs of claim until Feb. 13, 2006.

The city's Clerk No. 6 assists the court in resolving this
case.

CONTACT: Norysur S.A.
         Posadas 1557
         Buenos Aires

         Mr. Gerardo Seghezzo, Trustee
         Combate de los Pozos 129
         Buenos Aires


PENTY S.A.: Court OKs Creditor's Involuntary Bankruptcy Motion
--------------------------------------------------------------
Court No. 3 of Buenos Aires civil and commercial tribunal
declared Penty S.A. bankrupt, says La Nacion. The ruling comes
in approval of the petition filed by the Company's creditor,
Mr. Virgilio Roman Espinola, for nonpayment of $12,662.86 in
debt.

Trustee Fernando Marziale will examine and authenticate
creditors' claims until Feb. 7, 2006. This is done to determine
the nature and amount of the Company's debts. Creditors must
have their claims authenticated by the trustee by the said date
in order to qualify for the payments that will be made after
the Company's assets are liquidated.

Clerk No. 5 assists the court on the case, which will conclude
with the liquidation of the Company's assets.

CONTACT: Penty S.A.
         Chacabuco 1121  
         Buenos Aires

         Mr. Fernando Marziale, Trustee
         Av. Callao 930
         Buenos Aires


PETROBRAS ENERGIA: Net Sales Up 15.5% in 3Q05
---------------------------------------------
Petrobras Energia Participaciones S.A. (Buenos Aires: PBE NYSE:
PZE) announced the results for the third quarter ended
September 30, 2005.

- Net income for 2005 quarter was ARS118 million compared to
ARS151 million in 2004 quarter.

- Net sales for 2005 quarter increased 15.5% to ARS2,730
million.

- Gross profit for 2005 quarter was ARS869 million, 6.1% higher
compared to 2004 quarter.
      
- Operating income for 2005 quarter totaled ARS490 million,
accounting for a 6.1% decline compared to 2004 quarter.

- In 2005 nine-month period the Company's shareholders' equity
increased 9.1% to ARS6,015 million as of September 30, 2005.

- In 2005 quarter net sales increased ARS366 million or 15.5%
to ARS2,730 million. Net sales for 2005 quarter reflect ARS131
million and ARS157 million attributable to our share in the net
sales of CIESA and Distrilec, respectively, (net of
intercompany sales of ARS10 million). Net sales for 2004
quarter reflect ARS126 million and ARS131 million attributable
to the share in the net sales of CIESA and Distrilec,
respectively, (net of intercompany sales of ARS5 million).

Without proportional consolidation, 2005 quarter net sales
increased ARS340 million or 16.1% to ARS2,452 million in 2005
quarter, driven by a significant increase in the prices of WTI
and the main refined products. Net sales for the Oil and Gas
Exploration and Production and Refining business segments
increased ARS281 million and ARS140 million, respectively.

- Gross profit increased to ARS869 million or 6.1% in 2005
quarter. The 2005 quarter gross profit reflects ARS61 million
and ARS11 million attributable to our share in the gross profit
of CIESA and Distrilec, respectively. The 2004 quarter gross
profit reflects ARS65 million and ARS21 million attributable to
our share in the gross profit of CIESA and Distrilec,
respectively.

Without proportional consolidation, gross profit for 2005
quarter increased to ARS797 million or 9.2%. This improvement
is mainly attributable to the Oil and Gas Exploration and
Production segment, which exhibited a ARS186 million increase
in gross profit, driven by a 35.2% rise in average sales
prices. Conversely, the evolution of marketing margins for
refined and petrochemical products resulted in ARS78 million
and ARS24 million reductions.

- Financial income (expense) and holding gains (losses)
declined ARS287 million in 2005 quarter, compared to 2004
quarter, accounting for ARS241 million and ARS528 million
losses in 2005 and 2004 quarters, respectively. The 2005
quarter reflects ARS30 million and ARS4 million financial
expenses attributable to the share in the financial expense of
Ciesa and Distrilec, respectively. The 2004 quarter reflects
ARS51 million and ARS10 million financial expenses attributable
to our share in the financial expense of CIESA and Distrilec,
respectively.

Without proportional consolidation, financial income (expense)
and holding gains (losses) accounted for ARS207 million and
ARS467 million losses in 2005 and 2004 quarters, respectively,
mainly due to:

- A reduction in losses attributable to the valuation at market
value of derivative instruments which do not qualify for hedge
accounting, which totaled ARS68 million in 2005 quarter
compared to ARS368 million in 2004 quarter as a result of (i) a
lower increase in the future curve of crude oil prices, 14.4%
in 2005 quarter compared to 28.6% in 2004 quarter, and (ii)
lower hedged volumes.

- A 7.9% reduction in interest expense to ARS103 million in
2005 quarter from ARS112 million in 2004 quarter, as a result
of a 3.5% decline in dollar-denominated average indebtedness.

- A ARS42 million loss in other financial income (expense) in
2005 quarter compared to a ARS12 million gain in 2004 quarter.
The 2005 quarter loss mainly derived from financial
transactions as a mechanism to transfer foreign currency
abroad.

Other Operating Income (Expense), net

- Other operating income (expense), net accounted for a ARS20
million loss in 2005 quarter compared to a ARS26 million gain
in 2004 quarter.

Without proportional consolidation, other operating income
(expense), net accounted for ARS18 million and ARS14 million
losses for 2005 and 2004 quarters, respectively. The 2005
quarter reflects a ARS19 million loss resulting from an
allowance provided for the investment in Enecor S.A. This
allowance was provided for due to the fact that in July 2005,
the Direccion Provincial de Energia de Corrientes (DPEC)
(Provincial Energy Agency of Corrientes) resolved not to
approve any payment to Enecor S.A. under the electroduct
contract and demanded guarantors to render null and void the
irrevocable guaranties timely granted. Therefore, not only
payment of fees to Enecor S.A. but also guarantees in favor of
Enecor S.A. were suspended. In Enecor S.A.'s counsels' opinion,
the DPEC and guarantors acted illegitimately and arbitrarily,
this implying clear noncompliance with obligations and
commitments timely assumed. This issue arises doubt as to
Enecor S.A.'s capacity to continue doing business. On account
of this uncertainty, the Company provided for the allowance.

Expenses for 2004 quarter reflect a P$12 million loss mainly
attributable to the reduced investments in the Acema area, in
an area of no interest beyond the contract initial area.

Income Tax

- The income tax charge for 2005 quarter increased to ARS121
million in 2005 quarter compared to ARS67 million gain in 2004
quarter. The 2005 quarter reflects a ARS2 million loss and a
ARS1 million gain attributable to our share in the income tax
of CIESA and Distrilec, respectively. The 2004 quarter reflects
a ARS1 million loss attributable to our share in the income tax
of Distrilec.

Without proportional consolidation, income tax accounted for a
ARS120 million loss in 2005 quarter compared to a ARS68 million
gain in 2004 quarter. Income tax charge for 2005 quarter
reflects recognition of a tax gain for the quarter. Conversely,
during 2004 quarter, since allowances were provided for all
losses, the tax gain recorded in the quarter was absorbed by
tax loss carry forwards for which allowances have been
provided, with no impact on results for the period.

Operating Income By Business Segment

Oil and Gas Exploration and Production

- Net sales for 2005 quarter increased 29.6% to ARS1,229
million, mainly attributable to the 35.2% increase in the
average sales price of oil equivalent, reflecting a 43.7%
positive variation in the price of WTI, partially offset by a
4.6% reduction in the sales volumes of oil equivalent.

In 2005 quarter, the average sales price per barrel of crude
oil, including the effects of taxes on exports, increased 30.6%
to ARS101.7 from ARS77.9 in 2004 quarter.

Combined oil and gas daily sales volumes in 2005 quarter
decreased to 172.4 thousand barrels of oil equivalent from
180.7 thousand barrels of oil equivalent in 2004 quarter. Crude
oil sales volumes decreased 1.4% to 120.6 thousand barrels per
day from 122.3 thousand barrels per day, while gas daily sales
volumes dropped 11.2% to 310.8 million cubic feet in 2005
quarter from 350 million cubic feet in 2004 quarter.

- In Argentina, sales rose 3.3% to ARS537 million in 2005
quarter, boosted by a 19.8% increase in the average sales price
of oil equivalent. Combined oil and gas daily sales volumes
declined 13.8% to 88.8 thousand barrels of oil equivalent in
2005 quarter from 103 thousand barrels of oil equivalent in
2004 quarter.

Crude oil sales increased 0.8% to ARS475 million in 2005
quarter. This increase was attributable to the 17.3% rise in
the average sales price to ARS105.9 per barrel. This favorable
international price scenario was severely impacted by higher
taxes on crude oil exports in the third quarter of 2004. Such
taxes moved from a single 25% rate to a cap set at 45% rate
under an incremental tax scheme. This scheme was a conditioning
reference for the fixing of domestic sales prices to the
refining segment in line with the Argentine Government's
intention to establish a price stability framework in the
domestic market.

Daily crude oil sales volumes declined 13.9% to 48.8 thousand
barrels in 2005 quarter from 56.7 thousand barrels in 2004
quarter, mainly due to the fact that Argentine assets are
mature fields under production through secondary recovery with
a considerable natural decline.

Total gas sales increased 26.5% to ARS62 million in 2005
quarter, mainly due to a 47.8% improvement in prices compared
to 2004 quarter. Gas average sales price increased to ARS2.81
per million cubic feet in 2005 quarter from ARS1.90 per million
cubic feet in 2004 quarter, mainly due to the renegotiation of
export contracts and the implementation of a path for the
recovery of distribution companies (in proportion to industrial
consumption) and power plant prices provided for by the
Secretary of Energy. Conversely, and due to restrictions
imposed by the Argentine Government within the context of the
energy emergency, gas export volumes fell and were sold in the
domestic market at lower prices. Daily sales volumes dropped
13.5% to 240.2 million cubic feet in 2005 quarter from 277.8
million cubic feet in 2004 quarter mainly due to the
considerable decline in the fields' production curve.

Combined oil and gas sales outside of Argentina increased 60.7%
to P$688 million in 2005 quarter. Total daily oil and gas sales
volumes increased 7.7% to 83.6 thousand barrels of oil
equivalent in 2005 quarter. The average sales price per barrel
of oil equivalent increased 48.9% to ARS89.5 in 2005 quarter,
mainly due to the increase in the international reference
price.

In Venezuela, oil and gas sales grew 25.8% to ARS273 million in
2005 quarter. This increase was mainly attributable to the
31.3% rise in the sales price of oil equivalent, partially
offset by a 4.2% decline in the sales volume of oil equivalent.

The operating agreement of the Oritupano Leona area provides
that once an accumulated production volume of 155 million
barrels has been reached, an additional compensation will be
recognized based on a rate per barrel adjusted on the basis of
changes in prices of a crude basket. During 2005 first quarter,
the Consortium reached the accumulated production required
under the Agreement and consequently started to recognize such
incentive on production. In 2005 quarter, an additional
compensation of ARS102 million was recognized. This benefit,
however, was mitigated by the 66.67% limit clause incorporated
in the provisional agreements executed in September 2005 with
PDVSA.

Application of this limit resulted in reduced accumulated sales
of ARS110 million, of which ARS68 million are attributable to
the first half of 2005.

Considering the behavior of WTI prices, in addition to the
recognition of the additional compensation and the impact of
the limit imposed under the provisional agreement, the average
price per barrel of oil grew 30.1% to ARS64.9 in 2005 quarter.

Daily sales volumes of oil equivalent dropped to 48.9 thousand
barrels in 2005 quarter from 51.1 thousand barrels in 2004
quarter, mainly as a consequence of the results obtained from
the drilling and workover campaigns in connection with third
round contracts during 2004 and the cuts established by PDVSA
under the Oritupano Leona area development program.

In Ecuador, oil sales for 2005 quarter increased 174% to ARS174
million, mainly boosted by the 97.2% rise in sales volumes and
a 39.4% increase in sales prices to ARS153.3 per barrel in 2005
quarter from ARS110 per barrel in 2004 quarter, basically
attributable to the 61.8% increase in Oriente crude oil, the
applicable international reference.

Daily sales volumes increased to 12.6 thousand barrels in 2005
quarter from 6.3 thousand barrels in 2004 quarter. The 2005
quarter reflects total sales of 2.3 thousand barrels per day
attributable to a shipment postponed from the previous quarter
due to operating delays at Petroecuador facilities.

In Peru, oil and gas sales increased 70.9% to ARS207 million in
2005 quarter. The crude oil price rose 48.6% to ARS169.6 per
barrel in 2005 quarter from ARS114.1 per barrel in 2004
quarter. The international reference (a combination of Oriente
crude oil and WTI) recorded a positive variation of 51.41% in
2005 quarter. The price of gas decreased 2.6% to ARS4.45 in
2005 quarter as a consequence of the increase in gas supply,
boosted by the entry to the local market of gas from the
Camisea formation.

Daily sales volumes of oil equivalent increased 16.9% to 15
thousand barrels in 2005 quarter, mainly as a result of
increased activities and a higher production contribution from
drillings activities performed under the agreement made in 2004
with the Peruvian Government for the development of Block X,
under which the Company committed itself to make investments of
about US$97 million in the 2004-2011 period. In turn, the
Peruvian Government set a variable scheme of royalties subject
to the WTI price.

- Gross profit for 2005 quarter rose 36.5% to ARS695 million.
The margin on sales increased to 56.5% in 2005 quarter from
53.7% in 2004 quarter. This rise in margins is mainly
attributable to a 35.2% increase in average sales prices of oil
equivalent. The lifting cost rose to ARS9.6 per barrel of oil
equivalent in 2005 quarter from ARS8.1 per barrel of oil
equivalent in 2004 quarter, mainly due to the rise in oil
service rates and, to a lesser extent, increases in electric
power costs and incremental costs associated with the
implementation of new safety and environmental standards.
Increased costs are mainly recorded in Argentina. To a lesser
extent, the drop in production volumes also had an impact. In
addition, royalties increased 35.6% to P$137 million in 2005
quarter due to the higher price of the crude oil basket used to
determine the amount payable.

- Administrative and selling expenses in 2005 quarter increased
16% to ARS65 million. This rise mainly results from increased
oil volumes transported in Ecuador.

- Other operating income (expense) accounted for ARS123 million
and ARS86 million losses in 2005 and 2004 quarters,
respectively, mainly attributable to charges under the Ship or
Pay transportation contract in Ecuador, and a ARS47 million
impairment charge for input taxes relating to transactions
within scope of VAT credit.

Hedge of Produced Crude Oil Price

Changes in the accounting measurement of derivative instruments
that do not qualify for hedge accounting are recognized in the
income statement under "Financial Income (Expense) and Holding
Gains (Losses)".

- In 2005 quarter operating income for the Refining business
segment reflected a ARS76 million loss compared to a ARS1
million gain in 2004 quarter. Two facts had a significant
impact on the downstream business performance during 2005
quarter: the impossibility to pass through to domestic prices
the 18.6% increase in crude oil prices and the resale of
imported diesel oil. In such respect, the Company prioritized
supply to the domestic market, even within a context that
limited the possibility of passing through the rise in
international prices to final prices. The Company's Board of
Directors is evaluating whether to continue these operations of
Diesel Oil imports.

- Gross profit for 2005 quarter significantly declined,
accounting for a ARS15 million loss compared to a ARS63 million
gain in 2004 quarter. Gross margin was adversely affected by
the resale of diesel oil and the increase in crude oil prices
to ARS117 per barrel in 2005 from ARS98.6 per barrel in 2004
quarter.

- Net sales increased to ARS975 million or 16.8% in 2005
quarter, boosted by higher sales prices of products. Total
sales volumes increased 3% in 2005 quarter. Domestic sales
volumes increased 12% in 2005 quarter while export sales fell
18%.

In line with the significant rise in the price of WTI, sales
average prices of heavy distillates, asphalts, paraffins,
diesel oil, reformer plant byproducts, aromatics and gasoline
increased 65%, 31%, 40%, 9%, 8%, 2% and 3%, respectively.

In 2005 quarter crude oil volumes processed at the refineries
declined 6.1% to 59.4 thousand barrels per day as a result of
the shutdown for scheduled maintenance works at the Bahia
Blanca refinery, which lasted 38 days during 2005 quarter.

Total diesel oil sales volumes moved up 6.2% to 417 thousand
cubic meters in 2005 quarter, mainly due to the increase in the
domestic market. Domestic sales increased 12.9% in 2005
quarter. This allowed for a market share increase from 13.8% in
2004 quarter to 14.1% in 2005 quarter. Export volumes declined
approximately 59% mainly due to changes in the trade policy
implemented as from merger of operations with EG3. In 2004
quarter, in a stage prior to full integration and
complementation of operations, surplus production from the San
Lorenzo refinery was sold in the export market while EG3's
network shortfall, in connection with its own production from
the Bahia Blanca Refinery, was made up by purchases from third
parties.

Total gasoline sales volumes dropped 8.0% to 164 thousand cubic
meters in 2005 quarter mainly due to lower availability of
export surpluses on account of the complete shutdown scheduled
for maintenance works at the Bahia Blanca refinery. Domestic
sales exhibited a 12.4% increase in 2005 quarter, mainly
attributable to the 10.9% growth in the gasoline market. Within
this context, the Company's market share increased to 14.3% in
2005 quarter from 14.2% in 2004 quarter. Yet, in the premium
gasoline market, the market share grew from 8.8% in 2004
quarter to 9.8% in 2005 quarter, mainly due to the
consolidation of Podium gasoline.

Asphalt sales volumes grew 50.8% in 2005 quarter, mainly
boosted by a program of infrastructure works performed by the
Government. Within this context, domestic market sales
increased 62% in 2005 quarter and exports 19%.

As regards heavy distillates, in 2005 quarter sales volumes
declined 4%, mainly due to lower VGO sales volumes in the
domestic market.

- Net sales for the Petrochemicals business segment decreased
4.1% to ARS536 million mainly due to reduced fertilizers sales
volumes.

In Argentina, styrenics sales increased to ARS215 million or
28% in 2005 quarter, mainly due to a 25% rise in sales volumes
and, to a lesser extent, a 2% increase in average sales prices.
As a result of the start-up of the ethylene plant, in October
2004, the ethylbenzene plant production increased, thus
generating a surplus production that allowed for full use of
Innova's production installed capacity and consolidating, in
turn, the business value chain.

In 2005 quarter, rubber prices increased 29% as a result of a
higher international price of butadiene. Monomer styrene and
polystyrene prices declined approximately 10% and 5%,
respectively.

Styrenics sales volumes rose approximately 95% in 2005 quarter.
This increase was mainly attributable to the start-up of the
ethylene plant, the availability of which resulted in exports
of 8.5 thousand tons of ethylbenzene to Innova. In addition,
and due to discontinuance of the polystyrene plant production,
a styrene surplus was recorded and geared towards export
markets. Consequently, styrene sales volumes increased
approximately to 14 thousand tons or 40%.

Polystyrene and bops sales volumes were 1% lower compared to
2004 quarter, with domestic sales in line with the same period
of previous year, and a 1% decline in exports. The business
segment's production deficit that derived from lower plant
availability was offset by products for resale.

Rubber sales volumes decreased 13% in 2005 quarter, mainly due
to a 25% drop in export volumes. Sales volumes in the domestic
market remained at similar levels in both quarters.

Innova sales in Brazil totaled ARS224 million in 2005 quarter.
Styrene and polystyrene prices exhibited 11% and 4% reductions,
respectively, in 2005 quarter.

Styrene sales volumes increased 14% in 2005 quarter due to an
increased availability of ethylbenzene and the reactivation of
the Brazilian market, while polystyrene volumes decreased 10%
due to a lower demand from the Brazilian market derived from
consumption of customers' stocks during 2005 quarter.

Fertilizers sales decreased 26.6% to ARS124 million in 2005
quarter. Sales volumes dropped 34% in 2005 quarter as a
consequence of the decline in the demand from the agricultural
sector due to adverse weather conditions. Sales prices
increased 12% during 2005 quarter.

- Gross profit for 2005 quarter decreased 22.9% to ARS81
million. Gross margin on sales decreased to 15.1% in 2005
quarter from 18.8% in 2004 quarter, reflecting the effect of
lower margins from Innova and fertilizers.

As regards styrenics in Argentina, gross profit rose 55% to
ARS41 million in 2005 quarter, boosted by the increased volume
and variable margin on sales. Gross margin on sales increased
to 19% in 2005 quarter from 15.5% in 2004 quarter.

Regarding styrenics in Brazil, gross profit dropped 89% to ARS4
million in 2005 quarter. Gross margin on sales moved down to 2%
in 2005 quarter from 16% in 2004 quarter, since higher costs of
raw materials could not be passed through to market prices.

As regards fertilizers, gross profit dropped 16% to ARS36
million in 2005 quarter, mainly due to lower sales volumes and
the increase in the cost of gas and ammonium nitrate that could
not be fully passed through to sales prices.

- Sales revenues increased 9.1% to ARS156 million in 2005
quarter mainly due to higher prices of both gas and liquids.
The increase in the price of gas resulted from the application
of the price recovery path fixed by the Secretary of Energy as
from May 2004 and the rise in the international reference
prices applicable to certain export contracts and contracts
with industrial customers. The increase in the prices of
liquids derived from a rise in their international references.

Sales revenues from gas and liquids produced by the Company and
imported gas and liquids totaled ARS84 million and P$64 million
in 2005 quarter and ARS73 million and ARS62 million in 2004
quarter, respectively. Sales volumes in Argentina for imported
gas and gas produced by the Company fell to 274.3 million cubic
feet per day in 2005 quarter from 289.2 million cubic feet per
day in 2004 quarter as a consequence of a drop in the Company's
own production due to the decline of fields located in
Argentina. Liquids sales volumes dropped to 65.5 thousand tons
in 2005 quarter from 67 thousand tons in 2004 quarter as a
consequence of reduced gas volumes processed and lower yields
obtained from processing gas with lower richness and heavier
crude oils.

Gas and LPG brokerage services accounted for sales revenues in
the amount of ARS8 million in both quarters.

- In 2005 and 2004 quarters, operating income was ARS61 million
and ARS68 million, respectively. Operating results reflect
ARS57 million and ARS58 million gains in 2005 and 2004
quarters, respectively, attributable to the proportional
consolidation of CIESA. Excluding such effects, operating
income totaled ARS4 million and ARS10 million in 2005 and 2004
quarters, respectively.

- Net sales of electricity generation increased to ARS101
million or 2% in 2005 quarter as a consequence of a 5.5%
improvement in generation prices, partially offset by a 1.2%
decrease in energy sales.

The increase in energy sales prices mainly derived from a
higher demand for electric power and a lower availability of
gas supply. Such facts resulted in energy deliveries by less
efficient thermal machines. In addition, in the case of Genelba
Power Plant, the passing through to sales prices of the
increase in gas costs as a result of the path of prices
implemented since 2004 fourth quarter had a significant impact.

Net sales attributable to Genelba Power Plant increased 1.3% to
ARS80 million in 2005 quarter, due to the effect of improved
prices and reduced sales volumes. The average sales price of
energy increased to ARS54.7 per MWh or 1.9% in 2005 quarter
from ARS53.7 per MWh in 2004 quarter, due to the market reasons
mentioned above. Energy sales decreased 1.4% to 1,459 GWh in
2005 quarter from 1,480 GWh in 2004 quarter. The plant factor
as well as the power plant's availability factor reached
approximately 100% in both quarters.

Net sales attributable to Pichi Picun Leufu Hydroelectric
Complex increased 16.7% to ARS21 million in 2005 quarter due to
the 21.8% rise in sales prices to ARS48.6 MWh. Energy delivered
was at similar levels in both quarters: 436 GWh in 2005 and 439
GWh in 2004 quarter.

- Gross profit for the generation business decreased ARS8
million to ARS43 million in 2005 quarter mainly driven by
higher costs attributable to fuel gas and energy purchases.
This was partially offset by improved prices in the wholesale
electricity market in 2005 quarter. Gross margin on sales was
42.6% in 2005 quarter and 51.5% in 2004 quarter.

Operations in Venezuela

During 2005 PDVSA made important decisions relating to
operations in Venezuela. Firstly, PDVSA, in its capacity as
regulatory authority, and upon approval of 2005 budgets, made
significant cuts to the investment plan for the development of
Oritupano Leona area. This resulted in a 3.9% drop in
production.

In April 2005, the Venezuelan Ministry of Energy and Petroleum
(MEP) instructed Petroleos de Venezuela S.A. (PDVSA) to review
the 32 operating agreements entered into by PDVSA affiliates
with oil companies in the 1992-1997 period, including, among
others, the agreements executed by the Company governing
development of the Oritupano Leona, La Concepcion, Acema and
Mata areas. In the MEP's opinion, these operating agreements
include clauses that are not consistent with the Hydrocarbons
Organic Law currently in force and enacted in 2001.

Petroleos de Venezuela S.A. was instructed to take all
necessary steps within a six-month term to convert the
operating agreements currently in force into a partially state-
owned company modality, with the Venezuelan State, through
PDVSA, holding a 51% interest. In connection with these
agreements, the MEP instructed PDVSA that the total amount of
payments accrued during 2005 should not exceed 66.67% of the
total value in US dollars of the crude oil delivered under the
operating agreements in force. On April 15, 2005, Petrobras
Energia Venezuela S.A. was notified of the situation by PDVSA.

In June 2005, PDVSA informed Petrobras Energia Venezuela S.A.
that it will pay in bolivares the compensation provided under
the operating agreements in force corresponding to the national
component of the materials and services supplied. This modifies
the provisions contemplated in the operating agreements
mentioned above, whereby PDVSA payments should be made in US
dollars. In the meantime, and until an audit is conducted by
PDVSA to determine the portion corresponding to the national
component, PDVSA decided to pay in US dollars 50% of the
amounts contemplated in the agreements and the remaining 50% in
bolivares. As a result of the implementation of these new
guidelines and the need to settle PEV's financial obligations
abroad, financial transactions were executed as a mechanism to
transfer foreign currency abroad. Given the asymmetries between
the applicable exchange rates, ARS45 million loss was recorded.

Within the context of the reforms introduced by the Venezuelan
Government, at the request of PDVSA, the Company started a
negotiation process with PDVSA and Corporacion Venezolana de
Petroleo to adjust the operating agreements currently in force
to the new laws. As a prior step, on September 29, 2005
Petrobras Energia Venezuela S.A. executed the pertinent
Provisional Agreements with PDVSA, whereby it committed to
negotiate the terms and conditions relating to conversion of
the operating agreements of the Oritupano Leona, La Concepcion,
Acema and Mata areas and also acknowledged application of the
66.67% limit on the value paid to contractors during 2005.
Execution of the Provisional Agreement for the Oritupano Leona
area is subject to approval by Petrobras Energia S.A.'s Regular
Shareholders' Meeting. To such effect, Petrobras Energia
Participaciones S.A.'s Special Shareholders Meeting will be
held on November 16, 2005. As of September 30, 2005,
recognition of the limit mentioned above resulted in lower
sales revenues of approximately P$110 million, of which about
ARS68 million are attributable to sales recorded as of June 30,
2005.

Since the above mentioned Provisional Agreements do not
contemplate detailed terms and conditions for the negotiation
of the operating agreements, the impact and significance of
future changes may not be assessed. Consequently and given the
significance of Venezuelan assets in the Company's business
portfolio, the Company cannot assure that changes resulting
from the operating agreements conversion process will not
adversely affect the Company's financial condition and results
of operations.

CONTACT: Petrobras Energia Participaciones S.A.
         Edificio Perez Companc
         Maipu 1
         Buenos Aires, C 1084 ABA
         Argentina
         Phone: 54-11-4344-6000
         Website: http://www.petrobrasenergia.com


SANVIDO S.R.L.: Court Orders Liquidation
----------------------------------------
Sanvido S.R.L. prepares to wind-up its operations following the
bankruptcy pronouncement issued by Buenos Aires' civil and
commercial court. The declaration effectively prohibits the
company from administering its assets, control of which will be
transferred to a court-appointed trustee.

Infobae reports that the court appointed Mr. Antonio
Marchitelli as trustee. Mr. Marchitelli will be reviewing
creditors' proofs of claim until Dec. 12, 2005. The verified
claims will serve as basis for the individual reports to be
presented for court approval on Feb. 22, 2006. The trustee will
also submit a general report of the case on April 5, 2006.

CONTACT: Sanvido S.R.L.
         Lascano 3257 Capital Federal

         Mr. Antonio Marchitelli, Trustee
         Jose Evaristo Uriburu 1054
         Buenos Aires


SECURITY CONSULTING: Gets Court Approval for Reorganization
-----------------------------------------------------------
Security Consulting S.R.L. will begin reorganization following
the approval of its petition by a Buenos Aires court. The
opening of the reorganization will allow the Company to
negotiate a settlement with its creditors in order to avoid a
straight liquidation.

Mr. Ernesto Carlos Borzone will oversee the reorganization
proceedings as the court-appointed trustee. He will verify
creditors' claims until Nov. 21, 2005. The validated claims
will be presented in court as individual reports on Feb. 2,
2006.

Mr. Borzone is also required by the court to submit a general
report essentially auditing the Company's accounting and
business records as well as summarizing important events
pertaining to the reorganization. The report will be presented
in court on March 16, 2006.

An Informative Assembly, the final stage of a reorganization
where the settlement proposal is presented to the Company's
creditors for approval, is scheduled on Aug. 31, 2006.

CONTACT: Security Consulting S.R.L.  
         Tres Sargentos 463
         Buenos Aires

         Mr. Ernesto Carlos Borzone, Trustee
         Cuenca 1464
         Buenos Aires


TGS: Reports on Renegotiation Process
-------------------------------------
Transportadora de Gas del Sur (TGS) reported to the Buenos
Aires Stock Exchange on November 4, 2005 about the
renegotiation process. The Company wrote:

We hereby inform you about the results of the requirement made
by the Company to its controlling shareholder, Compania de
Inversiones de Energia S.A. (CIESA) and to the then
shareholders of the company (Enron Pipeline Company Argentina
S.A. - EPCA, Enron Argentina CIESA Holdings S.A. - EACH,
Petrobras Energia S.A. - PESA and Petrobras Hispano Argentina
S.A. - Petrobras Hispano). The requirement was made within the
renegotiation process of the License of Transportadora de Gas
del Sur S.A. ("TGS" or the "Company") undertaken by the
Argentine Government in accordance to article 9 of Law No.
25,561, dated July 20,2005.

The renegotiation process is being carried out under the terms
of the Letter of Understanding proposed by the Unidad de
Renegociacion y Analisis de Contratos de Servicios Publicos, a
public committee depending from the Argentine Government,
currently in charge of the renegotiation of the utility
contracts with the private companies.

The requirement formulated by TGS intended to know if such
companies and/or their controlled companies or controlling
companies, have initiated or have the intention to initiate in
the future claims against the Republic of Argentina based on or
associated to the facts and measures arising from the economic
emergency situation established by the Law No. 25,561 and by
the cancellation of the application of the United States
Producer Price Index to the regulated tariff (as set in the
License granted to the Company) and, if the case, should they
be inclined to suspend and then resign to the said actions and
to the rights that have been or may be invoked on those demands
against the Republic of Argentina.

PESA and Petrobras Hispano sent their replies to the
requirement formulated by the Company last November 2, 2005.
Both confirmed that they have not initiated nor do they have
the intention of initiating in the future a claim against the
Republic of Argentina. Furthermore, both companies stated that
they are ready to desist, should it be the case, in accordance
to an agreement which meets the interests of the parties
involved, in an integral and express manner of the rights which
they may eventually claim with relation to the events and
measures mentioned in the requirement.

On November 3, 2005, CIESA responded pointing out it has not
initiated nor has the intention to initiate in the future any
claim against the Republic of Argentina based on or associated
with the facts mentioned in the requirement.

Finally, on November 3, 2005, Ponderosa Assets L.P. (Ponderosa)
as controller of EPCA and EACH informed on the existence of a
claim which, jointly with Enron Corp, has been initiated
against the Republic of Argentina before the International
Center for the Settlement of Investment Disputes (ICSID) on the
basis of the losses undergone as a consequence of the events
referred to in the requirement. Ponderosa informed that: (i) it
currently has (provided that CIESA's restructuring process is
approved by Ente Nacional Regulador del Gas and the Comision
Nacional de Defensa de la Competencia) approximately 20% of the
TGS's capital stock and votes through their subsidiaries EACH,
EPCA and Enron de Inversiones de Energia SCA (EDIDESCA), (ii)
considers that its claim will prevail in the arbitration
audiences to take place in November/ December of this year,
(iii) it is privy to Argentine Government's position not to
renegotiate an increase of the gas tariff with the companies
whose shareholders have claims against the Republic of
Argentina, (iv) the renunciation to its action before the ICSID
would result in an economic benefit to all TGS's shareholders
while will have only a proportional impact on Ponderosa based
on its shareholding in TGS, (v) it would consider resigning to
its claim in benefit of all of TGS's shareholders only in the
case that Ponderosa would be fairly compensated, and (vi) in
the case of not being compensated, Ponderosa will continue with
its claim before the ICSID.

CONTACT: Transportadora de Gas del Sur S.A.
         Don Bosco 3672, 5th Floor
         1206 Capital Federal
         Buenos Aires,
         Phone: (212) 688-5144
         Fax: (212) 688-5213
         E-mail: eduardo_pawluszek@tgs.com.ar
         Web Site: http://www.tgs.com.ar/


TRANSPORTE 4H: Court Approves Concurso Motion
---------------------------------------------
Court No. 3 of Buenos Aires' civil and commercial tribunal
approved a petition for reorganization filed by Transporte 4H
S.R.L., according to a report from Argentine daily La Nacion.

The Company reported assets of $315,400 and debts of $303,200.

Trustee Armando Gutman will verify claims from the Company's
creditors until Dec. 29, 2005. After verification period, the
trustee will submit the individual and general reports in
court. Dates for submission of these reports are yet to be
disclosed.

The informative assembly will be held on Oct. 9, 2006.
Creditors will vote to ratify the completed settlement plan
during the said assembly.

The city's Clerk No. 5 assists the court on the case.

CONTACT: Transporte 4H S.R.L.
         Avenida Cordoba 836
         Buenos Aires

         Mr. Armando Gutman, Trustee
         Esmeralda 625
         Buenos Aires



=============
B A H A M A S
=============

KERZNER INTERNATIONAL: Narrows 3Q05 Net Loss to $4.9M
-----------------------------------------------------
Kerzner International Limited (NYSE: KZL) (the "Company"),
through its subsidiaries a leading international developer and
operator of destination resorts, casinos and luxury hotels,
reported Monday results for the third quarter of 2005. The
Company reported a net loss in the quarter of $4.9 million
compared to a net loss of $11.2 million in the same period last
year, resulting in diluted net loss per share of $0.14 compared
to diluted net loss per share of $0.33 in the same period last
year.

Adjusted net income in the quarter was $10.6 million compared
to $3.7 million in the same period last year. Adjusted net
income per share in the quarter was $0.28 compared to $0.11 in
the same period last year. Butch Kerzner, Chief Executive
Officer of the Company, commented, "I am pleased to report
record third quarter levels of adjusted EPS. This achievement
is largely attributable to our Paradise Island properties and
the improved performance of One&Only Palmilla. Collectively,
the Paradise Island properties achieved record third quarter
EBITDA of $33.4 million. One&Only Resorts also performed
strongly, as RevPAR increased by 20%."

"We have also strengthened our balance sheet by refinancing our
$400 million of senior subordinated debt and increased the
borrowing capacity on our revolving credit facility to $650
million. When combined with our businesses' free cash flow
generation capabilities, we believe our capital resources are
well positioned to undertake future growth initiatives,
including the Phase III expansion project in The Bahamas;
Atlantis, The Palm, Dubai; our planned investment in Morocco
and other projects that may arise."

Destination Resorts

Atlantis, Paradise Island

Atlantis, Paradise Island reported net revenue and EBITDA in
the quarter of $129.0 million and $37.3 million, respectively,
as compared to $106.5 million and $23.4 million, respectively,
in the same period last year. The EBITDA margin in the quarter
was 29% as compared to 22% in the same period last year.
Results in the quarter were meaningfully higher than in the
same period last year, as 2004 was negatively affected by
Hurricane Frances and the effects of subsequent hurricanes that
hit the State of Florida, one of our principal source markets.
For comparative purposes, in the third quarter of 2003, net
revenue, EBITDA and EBITDA margin were $114.8 million, $29.9
million and 26%, respectively.

Atlantis's revenue per available room ("RevPAR") for the
quarter was $198 as compared to $173 during the same period
last year. In the quarter, Atlantis achieved an average
occupancy of 81% and a $245 average daily room rate ("ADR").
Results in the quarter benefited from strong leisure demand.

At the Atlantis Casino, slot win for the third quarter
increased by 24% and 15% over the same period in 2004 and 2003,
respectively. The third quarter of 2003 provides a better
comparable period, as 2004 was negatively affected by the
aforementioned hurricanes. The resort benefited from improved
levels of play owing to the positive reception of the new slot
games and the ticket-in-ticket-out system, both of which were
introduced last year. In the quarter, table win increased by
15% and decreased by 16% over the same period in 2004 and 2003,
respectively.

Howard Karawan, President and Managing Director of the
Company's Destination Resorts segment, commented, "Third
quarter results rebounded sharply from the hurricane-affected
results of the third quarter of 2004. As compared to 2003, the
most recent period in which results were not impacted by
hurricane activity, all of our key operating measures for the
Paradise Island businesses saw improvement. In the quarter,
Atlantis, Paradise Island's revenue and RevPAR each increased
by 12% as compared to 2003. In the quarter, EBITDA margin for
Atlantis, Paradise Island increased from 26% in 2003 to 29% in
2005."

In July, the Company completed the Marina Village at Atlantis
("Marina Village"), an approximately 75,000 square foot
restaurant, retail and entertainment zone surrounding the
Marina at Atlantis ("Atlantis Marina"), which includes five new
restaurants and additional retail space. All of the restaurants
except one are open, and the remaining location is expected to
open in mid-November. In the quarter, food and beverage revenue
increased by 22% as compared to the same period last year,
driven by a rebound in business levels from the previous year
and a favorable response to the Marina Village.

The second phase of Harborside at Atlantis, a timeshare joint
venture between the Company and a subsidiary of Starwood Hotels
& Resorts Worldwide, Inc., which consists of 116 two- and
three-bedroom units, was completed in August. Sales trends for
this second phase have remained strong and it is now 32% sold.
With this phase, the total number of units at Harborside
increased to 244.

Construction of the 88-unit Ocean Club Residences & Marina
project is proceeding well, with completion expected in early
2007. The cost of this development, which is being financed
primarily from pre-sales of units, is expected to be
approximately $130 million.

The Residences at Atlantis, an approximately 500-unit condo-
hotel project, has already achieved approximately 120 unit sale
reservations, representing roughly 24% of the units available
for sale. The Company is joint venturing with Turnberry
Associates, who will provide sales and marketing expertise, on
this project and expects construction costs, which exclude land
costs, to be approximately $225 million. Construction is
expected to commence once the joint venture has received a
sufficient level of reservations and financing for the
development has been secured by the joint venture.

In the quarter, the Company acquired the Hurricane Hole Marina,
which is in close proximity to the Marina Village and includes
frontage on Nassau Harbour, and some additional buildings and
facilities for approximately $28 million. The Company intends
to utilize the Hurricane Hole Marina to accommodate excess
demand at the Atlantis Marina and anticipates significantly
upgrading this marina and bringing it into Atlantis's product
offering. This acquisition includes additional real estate,
which the Company plans to use for new development.

In early November, the Company agreed to acquire an additional
seven and a half acres of beachfront property at the eastern
edge of Cabbage Beach, adjoining Ocean Club Estates, for
approximately $15 million. This is one of the few remaining
undeveloped beachfront parcels left on Paradise Island. The
Company intends to contribute this land into the Ocean Club
Residences & Marina joint venture and develop the site through
the joint venture.

Construction of the $730 million Phase III development at
Paradise Island is proceeding. This expansion project, which
includes a 600-room all-suite hotel and expanded water
attractions, is expected to open in the second quarter of 2007.

Atlantis, The Palm, Dubai

The Company and its partner, Istithmar PJSC ("Istithmar"), have
formed a joint venture to develop Atlantis, The Palm, Dubai
("Atlantis, The Palm"), the Company's second Atlantis-branded
resort, which will be situated at the center of the crescent of
The Palm, Jumeirah on a 125-acre site. Having carefully
evaluated various aspects of the project, including cost, real
estate usage and operating efficiencies, the joint venture has
revised the scope of Atlantis, The Palm. In lieu of developing
an 800-room four-star property adjacent to the five-star Royal
Towers, the joint venture has decided to increase the number of
rooms at the five-star Royal Towers from 1,200 to approximately
1,500. This reconfiguration of the project program will better
enable the resort to meet the growing demand for five-star
accommodation in Dubai and sets aside further developable land
for future expansion. The joint venture has decided to postpone
development of a previously-announced condominium project.

In addition, Nakheel LLC ("Nakheel"), the developer of The
Palm, Jumeirah, has agreed to provide the joint venture with a
right to reclaim and develop an additional 125 acres of land
off the crescent of The Palm, Jumeirah, so as to expand the
overall Atlantis, The Palm site and permit additional phases of
development. The joint venture has also agreed with Nakheel to
acquire all of the land on which Atlantis, The Palm is
situated, including the two parcels that are intended for the
condominium project, for a $125 million payment-in-kind note.

Butch Kerzner commented, "We are pleased to have reached an
agreement with Istithmar that better positions Atlantis, The
Palm for future development that will enable the resort to
leverage the significant attractions that comprise Phase I. In
addition to the 1,500-room Royal Towers, Phase I of Atlantis,
The Palm will include a 60-acre water park, which is expected
to be over twice the size of the enhanced water park being
developed in the Phase III expansion in The Bahamas. Visitation
trends in Dubai are very strong, with occupancy at Dubai's
beach resorts at 88% for the first three quarters of this year.
This agreement enables the joint venture to control substantial
real estate and will provide it with the ability to add
additional elements and room product to Atlantis, The Palm."

The budget for this development (exclusive of land cost) has
been increased from $1.2 billion to approximately $1.375
billion. Under the revised capital structure, the Company has
agreed to increase its equity investment from $125 million to
$200 million. Istithmar is also contributing $200 million in
equity. The Company's interest in this project is 50%.

The joint venture is in the process of working with its senior
lending syndicate to reconfirm their commitment to the existing
$700 million, twelve-year term loan facility. An additional
amount of approximately $275 million of subordinated debt is
expected to be raised from members of the senior lending
syndicate and institutional investors. Istithmar has committed
to provide $75 million of the subordinated debt.

The Company has a long-term management agreement with the joint
venture that entitles the Company to receive a base management
fee based on the gross revenues generated by Atlantis, The Palm
and an incentive management fee based on operating income, as
defined. The base management fee is likely to be subordinated
to both the senior and subordinated debt facilities. The
Company also has a development agreement with the joint venture
that entitles the Company to receive $20 million and
reimbursement of certain expenses over the development period.

Construction of Atlantis, The Palm is expected to commence by
the end of the year, with completion scheduled for late 2008.
Commencement of this project is subject to the receipt of all
requisite governmental consents and construction of supporting
infrastructure by Nakheel.

Morocco

Earlier in the year, the Company entered into a joint venture
agreement with Societe Maroc Emirates Arabs Unis de
Developpement and Caisse de Depot et de Gestion, and into
related development and long-term management agreements for the
development and operation of a destination resort casino in
Morocco. Based on the current preliminary designs for the
project, the budget is anticipated to be approximately $300
million, although a more definitive amount will not be
available until further detailed design work has been
completed.

The parties anticipate working together over the next several
months to arrange debt and equity financing to fund the
project. As a result of the previously announced budget
increase (from $230 million to $300 million), the need to
arrange additional debt and equity financing and the additional
design work required for the project, the Company expects that
there will be material amendments of the project agreements,
and the Company does not intend to proceed with the development
of this project until such amendments are obtained.
Construction is now anticipated to commence in the first half
of 2006, with an expected completion date during the second
half of 2008.

No assurances can be given at this time that the additional
debt or equity financing will be obtained or that the likely
material amendments to project documents will be agreed, both
of which will be necessary in order for this project to move
forward to construction.

Gaming

Connecticut

In the quarter, Mohegan Sun reported third quarter slot revenue
of $231.4 million, up 4% over the same period last year. Slot
win per unit per day was $405 for the quarter, a 5% increase
over the same period last year. For the quarter, Mohegan Sun's
share of the Connecticut slots market was 51%.

Under a relinquishment agreement between Trading Cove
Associates ("TCA") and the Mohegan Tribe, TCA, an entity 50%-
owned by the Company, receives payments from the Mohegan Tribal
Gaming Authority of 5% of the gross operating revenues of
Mohegan Sun. The Company recorded relinquishment and other fees
from TCA of $10.2 million in the quarter as compared to $9.8
million in the same period last year.

BLB Investors, L.L.C.

The Company owns a 37.5% interest in BLB Investors, L.L.C.
("BLB"), a joint venture with Starwood Capital Group Global,
L.L.C. and Waterford Group, L.L.C., and accounts for its
investment in BLB under the equity method of accounting. On
July 18, 2005, BLB completed a $464 million acquisition of the
U.S. operations of Wembley plc ("Wembley"), which include the
Lincoln Park racino in Rhode Island and three greyhound tracks
and one horse racing track in Colorado. BLB's revenue and net
income are driven primarily by Lincoln Park.

In the quarter, Lincoln Park reported net video lottery
terminal (VLT) win of $83.6 million, up 5% over the same period
last year. Lincoln Park achieved net terminal win per unit per
day in the quarter of $303. In the quarter, Lincoln Park
recorded VLT revenue of $24.2 million, which represents Lincoln
Park's approximate 28.9% share of net VLT win.

BLB operates Lincoln Park under a master video lottery contract
with the state of Rhode Island that was authorized by
legislation passed by the Rhode Island General Assembly. This
contract allows BLB to increase the number of VLTs at Lincoln
Park to 4,752. As of September 30, 2005, Lincoln Park had 3,002
VLTs in operation; however, BLB completed Phase I-A of its
planned redevelopment of Lincoln Park on November 4, 2005,
which increased the number of VLTs at the facility to 3,602.

BLB had previously announced that the anticipated redevelopment
of Lincoln Park would have a total cost of approximately $125
million. Based on the most recent available information, BLB
now believes the total cost will be in excess of this amount.
BLB is planning to commence the remaining phases of the
redevelopment of Lincoln Park as promptly as possible,
following receipt of all local governmental approvals to which
the redevelopment is subject.

In the quarter, the Company reported $1.6 million of equity
earnings associated with its investment in BLB, which includes
the Company's share of BLB's gain of $0.9 million associated
with Wembley's repurchase of BLB's ownership in Wembley,
effective on the date of acquisition. The gain is not included
in the Company's adjusted earnings per share.

One&Only Resorts

The Company's luxury resort segment, One&Only Resorts, reported
net revenue of $30.1 million and EBITDA of $0.3 million in the
quarter compared to net revenue of $19.9 million and an EBITDA
loss of $2.9 million in the same period last year. On a
combined basis for the branded resorts, One&Only Resorts
produced RevPAR of $239 in the quarter, a 20% increase over the
same period last year. On the same basis, One&Only Resorts
achieved third quarter average occupancy and ADR of 74% and
$324, respectively. The primary contributor to the increase in
EBITDA during the quarter was the strong performance of
One&Only Palmilla. The third quarter is traditionally One&Only
Resorts' weakest period of the year. Results in the quarter
exclude One&Only Kanuhura, which was closed in June and
reopened in mid-October.

One&Only Ocean Club achieved record third quarter RevPAR of
$525, representing a 16% increase over the same period last
year. In the quarter, the resort achieved average occupancy and
record third quarter ADR of 75% and $697, respectively,
compared to average occupancy and ADR of 71% and $636,
respectively, in the same period last year. EBITDA at the
property was $1.0 million during the quarter as compared to
$0.7 million in the same period last year.

One&Only Palmilla had a strong third quarter, with RevPAR of
$372, which was an 84% increase over the same period last year.
The resort achieved third quarter average occupancy and ADR of
85% and $437, respectively, compared to average occupancy and
ADR of 52% and $388, respectively, in the same period last
year. EBITDA during the quarter was $1.0 million compared to an
EBITDA loss of $2.5 million in the same period last year.
Although the third quarter is traditionally a low occupancy
period for this market, demand for the resort was strong, and
the business outperformed the Company's expectations.

Recently, and for the second year in a row, One&Only Ocean Club
and One&Only Palmilla were named the number one resorts in the
Atlantic and Latin American regions, respectively, in Conde
Nast Traveler magazine's Readers' Choice Awards. JT Kuhlman,
the Company's President and Managing Director of the One&Only
Resorts segment, commented, "We were thrilled to receive these
prestigious awards in 2004. To receive them again in 2005 is an
honor, especially since the recipients are selected by the
readers of Conde Nast Traveler. One&Only Ocean Club and
One&Only Palmilla winning top honors two years in a row is a
true mark of distinction for the One&Only brand and a testament
to the talent of our dedicated teams."

One&Only Maldives at Reethi Rah, the Company's newest One&Only-
managed property, opened on May 1, 2005. Although the Company
does not have any equity ownership interest in Reethi Rah
Resort Pvt Ltd ("Reethi Rah"), the entity that owns and
operates One&Only Maldives at Reethi Rah, the Company has
determined that Reethi Rah is a variable interest entity that
is subject to consolidation in accordance with the provisions
of FASB Interpretation No. 46(R) ("FIN 46R"), "Consolidation of
Variable Interest Entities." The Company has agreements with
Reethi Rah that provide for construction financing and
operating loans, as well as management and development
agreements. As of May 1, 2005, when the resort commenced
operations, the Company became the primary beneficiary of
Reethi Rah under FIN 46R, resulting in the consolidation of
Reethi Rah's financial statements into the consolidated
financial statements of the Company.

In the quarter, the Company recorded a net loss related to
Reethi Rah of $2.2 million. This loss is after the exhaustion
of the remaining $1.8 million owners' equity capital balance,
which is included in minority and noncontrolling interests in
the accompanying condensed consolidated statements of
operations. In the near term, the Company anticipates Reethi
Rah will continue to incur net losses. In the absence of any
increase to the owners' equity capital in future periods, such
losses will be reflected in the Company's results of
operations. If Reethi Rah realizes net income in the future,
the Company will be credited to the extent losses were
previously absorbed by the Company on behalf of Reethi Rah.

In the quarter, the Company completed its analysis of the fair
value of the assets and liabilities of Reethi Rah and
accordingly completed its impairment calculation of the
Company's notes receivable from Reethi Rah, which resulted in
the Company recording an additional $3.1 million impairment.
This $3.1 million impairment has been excluded from the
Company's adjusted earnings per share.

The Company reopened One&Only Kanuhura on October 15, 2005,
which had previously been closed for an extensive, four-month
renovation that included the redevelopment of the resort's 18
water villas and two grand water villas and enhancements to its
existing beach villas, bars, restaurants, public areas and spa.

Liquidity

The Company has recently executed the following financing
initiatives:

-- Completed an offering in the quarter of $400 million of 6
3/4% Senior Subordinated Notes due 2015 (the "6 3/4% Notes").
In conjunction with this offering, the Company tendered for all
of its $400 million of 8 7/8% Senior Subordinated Notes due
2011 (the "8 7/8% Notes"). As of September 30, 2005, $3.1
million of the 8 7/8% Notes remained outstanding. An additional
$1.5 million of the 8 7/8% Notes were tendered for in the
fourth quarter, bringing the remaining balance of 8 7/8% Notes
on the Company's balance sheet to $1.6 million. The Company has
recorded a loss on early extinguishment of debt of $27.8
million, or $0.74 per share, which has been excluded from
adjusted earnings per share.

-- Terminated $150 million of fixed-to-variable rate swap
agreements, which results in an increase in fixed rate debt, in
advance of planned variable rate borrowings for growth
initiatives under the Company's Revolving Credit Facility. The
termination of these swap agreements resulted in the
realization of $4.8 million, which reduced the loss on early
extinguishment of the 8 7/8% Notes.

-- Amended and restated the Company's Revolving Credit Facility
on October 31, 2005, increasing the availability under the
facility from $500 million to $650 million and amending certain
pricing and financial covenants.

-- Announced that its Board of Directors had approved a share
repurchase program authorizing the repurchase of up to two
million of the Company's ordinary shares. The Company
subsequently commenced this program and repurchased 612,500
shares in the quarter for $35.7 million.

At September 30, 2005, the Company held $244.3 million in cash
and cash equivalents, short-term investments and restricted
cash. This amount consisted of $113.0 million in cash and cash
equivalents, $59.8 million in short-term investments and $71.5
million in restricted cash. Restricted cash includes $68.0
million of escrowed funds for the Company's investment in the
joint venture developing Atlantis, The Palm, which is expected
to increase an additional $75 million upon completion of the
subordinated debt financing discussed above to reflect the
Company's increased equity commitment to the project.

Total interest-bearing debt at the end of the quarter was
$801.9 million, comprised primarily of the Company's newly-
issued $400 million of 6 3/4% Notes, $230 million of 2.375%
Convertible Senior Subordinated Notes due 2024, as well as $110
million of financing related to the One&Only Palmilla and
approximately $58.3 million of non-affiliated debt associated
with Reethi Rah. The non-affiliated debt associated with
One&Only Palmilla and Reethi Rah is consolidated under FIN 46R.

At the end of the quarter, the Company's Revolving Credit
Facility was undrawn. In determining the credit statistics used
to measure compliance with the Company's financial covenants
under this facility, the incremental debt and interest expense
associated with the consolidation of Reethi Rah and the 50%-
owned One&Only Palmilla are excluded.

In the quarter, the Company incurred $70.6 million in capital
expenditures, related primarily to Paradise Island. Total
capital expenditures included capitalized interest of $2.2
million. In the fourth quarter of 2005, the Company expects to
spend between $90 million and $100 million on Paradise Island
capital expenditures.

In the quarter, the Company invested $13.2 million in Atlantis,
The Palm. The Company expects to invest between $30 million and
$35 million in the project in the fourth quarter of 2005. This
investment will be sourced from escrowed funds, which are
classified as restricted cash on the Company's balance sheet.

As of September 30, 2005, shareholders' equity was $1,147.7
million and the Company had approximately 36.4 million Ordinary
Shares outstanding.

Other Matters

In the quarter, the Company recorded a net income tax benefit
of $15.8 million, which represents a U.S. federal tax benefit
and state and foreign income tax expenses. Included therein is
a benefit of $15.7 million related to the refinancing of its 8
7/8% Notes, which is not included in the Company's adjusted
earnings per share. In the quarter, the Company paid cash taxes
of approximately $0.4 million.

About The Company

Kerzner International Limited (NYSE: KZL), through its
subsidiaries, is a leading international developer and operator
of destination resorts, casinos and luxury hotels. The
Company's flagship brand is Atlantis, which includes Atlantis,
Paradise Island, a 2,317-room, ocean-themed destination resort
located on Paradise Island, The Bahamas - a unique property
featuring three interconnected hotel towers built around a
seven-acre lagoon and a 34-acre marine environment that
includes the world's largest open-air marine habitat. The
resort is also home to the largest casino in the Caribbean. The
Company recently commenced development of a major expansion
that includes a 600-room all-suite luxury hotel and a
significant enhancement of Atlantis's water-based attractions.
Certain parts of this expansion have already opened, including
the Marina Village at Atlantis, with the remaining elements
expected to open in the second quarter of 2007. The Company is
extending its Atlantis brand globally with the development of
Atlantis, The Palm, Dubai, an approximately 1,500-room, water-
themed resort expected to open in 2008, currently being
constructed on The Palm, Jumeirah, a multi-billion dollar
leisure and residential development in Dubai. In its gaming
segment, the Company developed and receives certain income
derived from Mohegan Sun in Uncasville, Connecticut, which has
become one of the premier casino destinations in the United
States. The Company is also a 37.5% owner of BLB Investors,
L.L.C., which owns Lincoln Park in Rhode Island and pari-mutuel
racing facilities in Colorado. In the U.K., the Company is
currently developing a casino in Northampton and received a
Certificate of Consent from the U.K. Gaming Board in 2004. In
its luxury resort hotel business, the Company manages ten
resort hotels primarily under the One&Only brand. The resorts,
featuring some of the top-rated properties in the world, are
located in The Bahamas, Mexico, Mauritius, the Maldives and
Dubai. An additional One&Only property is currently in the
planning stages in South Africa.

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

URL: http://www.kerzner.com



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

ROSEMONT RE: A.M. Best Affirms, Withdraws Ratings
-------------------------------------------------
A.M. Best Co. has affirmed the financial strength rating (FSR)
of B (Fair) and issuer credit rating (ICR) of "bb" of Rosemont
Reinsurance Ltd. (Rosemont) (Bermuda). Both ratings have a
negative outlook. Subsequently, the ratings will be withdrawn
and an FSR rating of NR-4 (Company Request) assigned in
response to management's request that Rosemont be removed from
A.M. Best's interactive rating process.

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

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

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

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



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

AOL LATIN AMERICA: Provides Details on Termination Agreement
------------------------------------------------------------
America Online Latin America, Inc. (AOLA), AOLA's subsidiary in
Brazil, AOL Brasil Ltda. (AOLB), America Online, Inc. (America
Online), AOL Latin America S.L., a limited liability company
organized under the Laws of the Kingdom of Spain and a
subsidiary of AOLA (AOL Spain), Banco Itau S.A., a Brazilian
sociedade anonima (together with its Cayman Branch, "Itau"),
Itau Bank, Limited, a Cayman limited liability company (Itau
Bank), Banco Banerj S.A., a Brazilian sociedade anonima
("Banerj" and, together with Itau and Itau Bank, the "Itau
Parties"), Aspen Investments LLC, a Delaware limited liability
company (Aspen) and Atlantis Investments LLC, a Delaware
limited liability company (Atlantis), entered on November 1,
2005 into a Termination Agreement (the "Termination
Agreement").

The Termination Agreement will end as of the closing date the
two principal commercial agreements among the parties, (i) the
Strategic Interactive Services and Marketing Agreement by and
among Itau, AOLA and AOLB, dated as of June 12, 2000, as
amended; and (ii) the Memorandum of Agreement by and among
Itau, AOLA and AOLB, dated as of December 14, 2002, as amended,
as well as certain other agreements among the parties
(collectively, the "Agreements"), including the Amended and
Restated Registration Rights and Stockholders' Agreement by and
among Itau, AOLA and, for certain limited purposes, AOL, Aspen
and Atlantis, dated as of March 30, 2001, as amended.

In addition, each of AOLA, AOLB, America Online, AOL Spain,
Aspen and Atlantis (collectively, the "AOLA Parties"), on the
one hand, and each of the Itau Parties, on the other hand,
agree to release the Itau Parties and the AOLA Parties,
respectively, and each such party's respective directors,
officers, employees, affiliates, shareholders, members,
managers, agents, representatives, attorneys, advisors, assigns
and successors from any and all Claims (as defined in the
Termination Agreement) arising under or in connection with the
Agreements.

As consideration for the termination of the Agreements and the
releases granted, and in satisfaction of all of the remaining
obligations of the Itau Parties thereunder, at the closing,
Itau will make (i) a one-time payment to AOLA in the amount of
$1,647,059 and (ii) a one-time payment to AOLB in the amount of
BRL4,703,235, which is equivalent to approximately US$2.1
million dollars.

The closing of the Termination Agreement is subject to certain
conditions, including the approval of the United States
Bankruptcy Court for the District of Delaware.

CONTACT: AOL Latin America
         6600 N. Andrews Ave.
         Suite 400 Ft. Lauderdale
         FL 33309
         Phone:(954) 233-1803


BANCO BRADESCO: Posts BRL4.051 Bln Net Income in 3Q05
-----------------------------------------------------
Banco Bradesco, Brazil's largest private bank, posted Net
Income of BRL4.051 billion in the 9-month period of 2005
(equivalent to EPS of BRL8.26), compared to a Net Income of
BRL2.002 billion in same period of 2004 (equivalent to EPS of
BRL4.22), i.e., up by 102.3%. The annualized return on average
equity (ROAE) stood at 33.6% in the 9-month period (20% in
9M04). The Net Income in 3Q05 amounted to BRL1.430 billion,
which represents a 36.5% annualized ROAE for the quarter (38.1%
in 2Q05).

In this nine-month period, 39% of Bradesco's Net Income was
originated from the Loan Portfolio, 30% from Insurance, Private
Pension Plans and Savings Bonds, 26% from Fee Income and 5%
from Securities.

Net Interest Income reached BRL12.852 billion, increasing by
32.3% in the last 12 months, and by 3.3% in the q-o-q
comparison (3Q05 to 2Q05). Fee Income grew by BRL1.190 billion
between September 04' and 05', amounting to BRL5.339 billion.
In the q-o-q comparison, Fee Income evolved BRL158 million, a
9% growth.

Bradesco's Efficiency Ratio for the accumulated 12-month period
continues to present a consistent improvement, totaling 58.3%
in September 2004, 48.1% in June 2005 and, finally, 45.7% in
September 2005.

In line with the policy of adding stockholders' value, Bradesco
shall have paid or accrued BRL1.537 billion of Interest on Own
Capital in 2005, taking into account the portion to be approved
in a meeting to be held on November 11, 2005.

Bradesco's Market Capitalization surpassed the BRL51.6 billion
mark, evolving by 143.3% between September 2004 and September
2005, and by 30.5% in the quarter, indexes significantly higher
than Ibovespa's, which during the same periods evolved by 35.9%
and 26.1%, respectively.

CONTACT: Banco Bradesco
         Investor Relations
         Jean Philippe Leroy
         Phone: 55-11-3684-9229
                   or
         Luiz Osorio Leao Filho
         Phone: 55-11-3684-9302

         URL: http://www.bradesco.com.br/ir


CATAGUAZES-LEOPOLDINA: S&P Assigns 'B+' Corporate Credit Rating
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' foreign
and local currency corporate credit rating to Brazil-based
electric distribution company Companhia Forca e Luz Cataguazes-
Leopoldina (Cataguazes-Leopoldina) in its global scale. The
company's rating in Brazil national scale is 'brBBB+'. The
outlook is negative.

The ratings on Cataguazes-Leopoldina reflect the aggregated
businesses managed by the Cataguazes group on a consolidated
basis and indicate the following risks:

-- Still tight cash flow protection measures of the Cataguazes
group, stemming from the costly bank debt, although cash flow
ratios have been gradually improving and should continue
improving as a result of the interest burden reduction coming
out of several new transactions with lower costs (see below).

-- The significant current amount of short-term bank debt of
the consolidated Cataguazes group--currently about Brazilian
real (BrR) 570 million (BrR430 million, net of cash holdings),
largely consisting of expensive working capital borrowings.

-- High level of past-due receivables, mainly with the
government of Paraiba state and with the water and sewage
utility Cagepa, also in Paraiba.

-- The conflicting relationship between controlling (the
Botelho family) and minority (the U.S.-based Alliant group and
investment fund Fondelec) shareholders, which might impose
financial obligations to the group, or could affect the
business performance. Most recently, the Paris arbitration
chamber reached a final decision about the Cataguazes-
Leopoldina shareholders' agreement between the Botelho family
and Alliant, in which the Paris chamber terminated the
agreement, with a financial compensation of about US$7 million
to Alliant.

-- The company is exposed to a new and evolving regulatory
environment in Brazil, though implementation has been done
without major incident so far.

The following factors offset the above risks:

-- The Cataguazes group has low exposure to foreign currency
debts, since its U.S. dollar-denominated financial debt is
about 7% of total debt, already considering the 18-month short
term notes still being placed (about US$30 million, fully
hedged) and not reflected in balance sheets. Also, the
Cataguazes group's distribution utilities do not purchase power
from the Itaipu hydroelectric plant, which is a dollar-
denominated obligation.

-- The ratings benefit from the exclusive concession of the
Cataguazes group to distribute electricity in four Brazilian
states, resulting in a fairly stable cash flow.

-- 60% of the group's revenues come from fairly steady classes
of consumers, such as residential, commercial, and rural.

-- Above-average profitability indicator of EBITDA margin,
about 29%, which shows the company's operating cost efficiency.

The negative outlook on Cataguazes-Leopoldina's ratings in
global and national scales reflects the refinancing risk
imposed by the large amount of high-cost, short-term debt, and
the resulting tight cash flow protection indicators.

Primary Credit Analyst: Marcelo Costa, Sao Paulo
(55) 11-5501-8955; marcelo_costa@standardandpoors.com

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


MANGUINHOS REFINARIA: Sends Home 70 Workers to Cut Costs
--------------------------------------------------------
High operating costs brought about by high oil prices have
prompted private refinery Manguinhos Refinaria to let go of 70
workers.

According to Business News Americas, the Company is facing a
tough time because it has to buy oil at high international
prices but sell fuel locally at lower prices controlled by the
market leader, federal energy company Petrobras.

Petrobras has reportedly raised fuel prices at the pump only
three times so far this year while oil prices have surged.

Manguinhos, which is jointly controlled by Brazilian industrial
group Peixoto de Castro and Spanish oil company Repsol YPF
(NYSE: REP), is considering shutting down operations because of
the problem.


TELEMAR: Fitch Rates Proposed $150M Euroreais Notes 'BB-'
---------------------------------------------------------
Fitch Ratings has assigned a 'BB-', Positive Outlook to Telemar
Overseas proposed offering of US$150 million notes to be issued
in Brazilian Reais and paid in U.S. currency. Telemar Norte
Leste S.A will unconditionally and irrevocably guarantee the
proposed notes.

The 'BB-' rating of the proposed notes incorporates transfer
and convertibility risks associated with the settlement of the
notes, as they will be issued in Brazilian reais and paid in
U.S. dollars at market exchange rates; the new issuance will
not add foreign exchange risk to the company's financial risk
profile. The Positive Outlook reflects the recent change in the
Rating Outlook to Positive from Stable of several Brazilian
corporates, including Telemar Norte Leste S.A., as a
consequence of the revision of the Outlook to Positive to the
'BB-' foreign currency rating of the Federative Republic of
Brazil.

The rating reflects Telemar's solid business position and
financial profile. Telemar continues to hold a leading market
position in local service and long distance in region I. In
addition, the company is one of the two largest wireless
operators in its region only three years after its wireless
operations were launched. Telemar's credit quality is
underpinned by the strength and stability of its local fixed-
lined service. The company derives a significant portion of
revenues from local service operations, which reduces cash flow
volatility and business risk. Telemar is likely to maintain its
leading market share position in region I, given the capital-
intensive, competitive barriers facing any possible new market
entrants.

Local service accounted for approximately 52% of revenues
during the first nine months of 2005 and generates significant
free cash flow due to relatively low capital expenditure needs.
Telemar had 14.9 million lines in service at September 2005,
which translates to penetration rates of around 16%. The number
of lines in service has remained relatively stable with
moderate declines over the past two years. Additional growth in
lines in service is expected to be limited by low per capita
income levels and by increasing competition from wireless
services.

Telemar's primary growth opportunities are in services such as
wireless and Internet. During 2002, Telemar introduced wireless
services in region I through its subsidiary Oi. Since then, Oi
has been able to significantly grow the number of clients to
nine million subscribers by September 2005 and has reached a
market share of around 24% in region I. Oi's share of net
additions in its region continues to be over 30% for the first
nine months of 2005. The cash flow contribution from these
operations is modest because wireless revenues account for
around 15% of total revenues and 7% of EBITDA.

The ratings also incorporate the competitive nature of the
industry and ongoing regulatory risk faced by Telemar. In
particular, the wireless sector is very competitive due to the
high number of established wireless operators. Ongoing
regulatory risk is illustrated by a legal injunction in 2003
that temporarily prevented Telemar from increasing local-
service tariffs according to original concession agreement
terms. During 2004, the courts reversed the earlier tariff
challenges, and Telemar was able to increase tariffs to reflect
the original terms. Heightened regulatory risk will remain
present for Telemar and the other Brazilian fixed-line
incumbents.

Telemar has a solid credit profile, with cash balances of
BRL3.8 billion, strong EBITDA generation, and a manageable debt
amortization schedule utilizing consolidated financials of
holding company Tele Norte Leste Participacoes S.A. (TNE). The
company had interest coverage as measured by EBITDA to interest
expense of 8.6 times (x) during the first nine months of 2005,
leverage as measured by total debt to EBITDA of 1.5x, and net
debt to EBITDA of 1.0x at Sept. 30, 2005.

The company has gradually reduced total consolidated debt, net
of hedging effects, to BRL10.4 billion at Sept. 30, 2005 from
BRL12.2 billion at Dec. 31, 2002 with free cash flow.
Approximately 66% of debt is denominated in foreign currencies,
with the remainder denominated in reais. Telemar's strategy is
to attempt to hedge most of its foreign currency-denominated
debt; approximately 70% of the company's consolidated debt is
at the operating company and 30% is at the holding company.
Capital expenditures of approximately BRL2.0 billion during
2004 are manageable when compared with estimated annual EBITDA
of BRL6.5 billion. Capital expenditures for 2005 are expected
to reach BRL2.0 billion-2.5 billion and should continue to be
financed internally.

Telemar is the incumbent local exchange carrier in region I,
providing telecommunications services in, which comprises 16
states and includes Rio de Janeiro and Minas Gerais. Telemar
also provides Internet, data transmission, and long-distance
services. Telemar Norte Leste S.A. is majority controlled by
Tele Norte Leste Participacoes S.A. (TNE), which in turn is
majority controlled by Telemar Participacoes S.A.. The latter
is controlled by a group of Brazilian investors.

CONTACT: Sergio Rodriguez, CFA +52 81 8335-7179, Monterrey
         Mauro Storino +55 21 4503-2625, Rio de Janeiro

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


VARIG: TAP Awaits Creditors to Okay Rescue Proposal
---------------------------------------------------
TAP Air Portugal expects creditors of Varig to approve shortly
a proposal to buy the struggling Brazilian airline's profitable
cargo and maintenance subsidiaries.

On Monday, TAP President Fernando Pinto laid out to creditors a
proposal under which it will pay US$62 million for VarigLog and
VEM.

Varig could use the proceeds to pay off debts with leasing
firms that have threatened to repossess 20 to 40 aircraft. This
way, the Company can continue to operate while it forms a plan
to restructure its debts.

Varig filed for bankruptcy in July under the weight of BRL7.7
billion (US$3.4 billion) in debts.

Separately, the leasing firms filed bankruptcy proceedings
against the Brazilian firm in a New York court, which gave the
Company until Wednesday to pay the US$62 million debt or it
would start the break-up of the Company.

TAP's investment will be made via a special purpose company,
run jointly by TAP and Varig management. TAP has already set up
a Brazilian firm, Aero-LB Investimentos S.A., to receive
financing from Brazil's government-run development bank BNDES.

In addition, TAP could pump another US$28 million into the
Company against receivable debts.

Under terms of the proposed agreement, Varig will have 30 days
to find another investor interested in offering a better deal
after the deal is signed. But should a better offer appear, TAP
will receive US$12.5 million in compensation.



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

ALLOWAY LIMITED: Voluntary Liquidation Begins
---------------------------------------------
                        Alloway Limited
                  (In Voluntary Liquidation)
               The Companies Law (2004 Revision)

The following special resolution was passed by the shareholders
of Alloway Limited at an extraordinary general meeting held on
October 17, 2005:

"RESOLVED that the Company be placed into Voluntary Liquidation
and that Westport Services Ltd., of P.O. Box 1111, Grand
Cayman, Cayman Islands, be appointed Liquidator for the purpose
of such winding-up."

Creditors of the Company are to prove their debts or claims on
or before November 21, 2005 and to establish any title they may
have under the Companies Law (2004 Revision), or be excluded
from the benefit of any distribution made before such debts are
proved or from objecting to the distribution.

CONTACT: Westport Services Ltd., Voluntary Liquidator
         Ica Eden
         P.O. Box 1111, Grand Cayman
         Cayman Islands
         Telephone: 345 949 5122
         Facsimile: 345 949 7920


BSCH FINANCE: Members to Review Account on Liquidation
------------------------------------------------------
                       BSCH Finance Limited
                    (In Voluntary Liquidation)
                         The Companies Law
                            Section 145

NOTICE is hereby given pursuant to section 145 of the Companies
Law that the final general meeting of the sole Shareholder of
BSCH Finance Limited will be held on December 1, 2005 for the
purpose of enabling the members to review an account of the
winding up of the Company and to request any explanation
thereof.

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


CARRIGAN LIMITED: Creditors' Claims to be Verified
--------------------------------------------------
                         Carrigan Limited
                    (In Voluntary Liquidation)
                 The Companies Law (2004 Revision)

The following special resolution was passed by the shareholders
of Carrigan Limited at an extraordinary general meeting held on
October 17, 2005:

"RESOLVED that the Company be placed into Voluntary Liquidation
and that Westport Services Ltd., of P.O. Box 1111, Grand
Cayman, Cayman Islands, be appointed Liquidator for the purpose
of such winding-up."

Creditors of the Company are to prove their debts or claims on
or before November 21, 2005 and to establish any title they may
have under the Companies Law (2004 Revision), or be excluded
from the benefit of any distribution made before such debts are
proved or from objecting to the distribution.

CONTACT: Westport Services Ltd., Voluntary Liquidator
         Ica Eden
         P.O. Box 1111, Grand Cayman
         Cayman Islands
         Telephone: 345 949 5122
         Facsimile: 345 949 7920


EQUITY IWO: Westport Services Ltd. to Supervise Wind Up
-------------------------------------------------------
                        Equity IWO Limited
                    (In Voluntary Liquidation)
                 The Companies Law (2004 Revision)

The following special resolution was passed by the shareholders
of Equity IWO Limited at an extraordinary general meeting held
on October 17, 2005:

"RESOLVED that the Company be placed into Voluntary Liquidation
and that Westport Services Ltd., of P.O. Box 1111, Grand
Cayman, Cayman Islands, be appointed Liquidator for the purpose
of such winding-up."

Creditors of the Company are to prove their debts or claims on
or before November 21, 2005 and to establish any title they may
have under the Companies Law (2004 Revision), or be excluded
from the benefit of any distribution made before such debts are
proved or from objecting to the distribution.

CONTACT: Westport Services Ltd., Voluntary Liquidator
         Ica Eden
         P.O. Box 1111, Grand Cayman
         Cayman Islands
         Telephone: 345 949 5122
         Facsimile: 345 949 7920


FRANKFORT LIMITED: Selects Liquidator for Wind Up
-------------------------------------------------
                        Frankfort Limited
                    (In Voluntary Liquidation)
                 The Companies Law (2004 Revision)

The following special resolution was passed by the shareholders
of Frankfort Limited at an extraordinary general meeting held
on
October 17, 2005:

"RESOLVED that the Company be placed into Voluntary Liquidation
and that Westport Services Ltd., of P.O. Box 1111, Grand
Cayman, Cayman Islands, be appointed Liquidator for the purpose
of such winding-up."

Creditors of the Company are to prove their debts or claims on
or before November 21, 2005 and to establish any title they may
have under the Companies Law (2004 Revision), or be excluded
from the benefit of any distribution made before such debts are
proved or from objecting to the distribution.

CONTACT: Westport Services Ltd., Voluntary Liquidator
         Ica Eden
         P.O. Box 1111, Grand Cayman
         Cayman Islands
         Telephone: 345 949 5122
         Facsimile: 345 949 7920


IFCO SPV: Final Meeting Set for Dec. 1
--------------------------------------
                    IFCO SPV Holdings Company
                    (In Voluntary Liquidation)
                 The Companies Law (2004 Revision)

NOTICE is hereby given pursuant to section 145 of the Companies
Law (2004 Revision) that the extraordinary final meeting of
IFCO SPV Holdings Company will be held at the offices of
Deutsche
Bank (Cayman) Limited, Elizabethan Square, George Town, Grand
Cayman, on December 1, 2005, for the purpose of presenting to
the members an account of the winding up of the company and
giving any explanation thereof.

CONTACT: Mr. David Dyer, Voluntary Liquidator
         P.O. Box 1984GT, Grand Cayman
         Telephone: (345) 949 8244
         Facsimile: (345) 949 5223
       

IWO INVESTMENTS: Westport Services Ltd. Appointed as Liquidator
---------------------------------------------------------------
                      IWO Investments Limited
                     (In Voluntary Liquidation)
                  The Companies Law (2004 Revision)

The following special resolution was passed by the shareholders
of IWO Investments Limited at an extraordinary general meeting
held on October 17, 2005:

"RESOLVED that the Company be placed into Voluntary Liquidation
and that Westport Services Ltd., of P.O. Box 1111, Grand
Cayman, Cayman Islands, be appointed Liquidator for the purpose
of such winding-up."

Creditors of the Company are to prove their debts or claims on
or before November 21, 2005 and to establish any title they may
have under the Companies Law (2004 Revision), or be excluded
from the benefit of any distribution made before such debts are
proved or from objecting to the distribution.

CONTACT: Westport Services Ltd., Voluntary Liquidator
         Ica Eden
         P.O. Box 1111, Grand Cayman
         Cayman Islands
         Telephone: 345 949 5122
         Facsimile: 345 949 7920


MOBILE HOLDINGS: Claims Against Company to be Verified
------------------------------------------------------
                     Mobile Holdings Limited
                    (In Voluntary Liquidation)
                 The Companies Law (2004 Revision)

The following special resolution was passed by the shareholders
of Mobile Holdings Limited at an extraordinary general meeting
held on October 17, 2005:

"RESOLVED that the Company be placed into Voluntary Liquidation
and that Westport Services Ltd., of P.O. Box 1111, Grand
Cayman, Cayman Islands, be appointed Liquidator for the purpose
of such winding-up."

Creditors of the Company are to prove their debts or claims on
or before November 21, 2005 and to establish any title they may
have under the Companies Law (2004 Revision), or be excluded
from the benefit of any distribution made before such debts are
proved or from objecting to the distribution.

CONTACT: Westport Services Ltd., Voluntary Liquidator
         Ica Eden
         P.O. Box 1111, Grand Cayman
         Cayman Islands
         Telephone: 345 949 5122
         Facsimile: 345 949 7920


NEW EQUITY: Creditors to Present Claims Against Company
-------------------------------------------------------
                     New Equity IWO Limited
                   (In Voluntary Liquidation)
                The Companies Law (2004 Revision)

The following special resolution was passed by the shareholders
of New Equity IWO Limited at an extraordinary general meeting
held on October 17, 2005:

"RESOLVED that the Company be placed into Voluntary Liquidation
and that Westport Services Ltd., of P.O. Box 1111, Grand
Cayman, Cayman Islands, be appointed Liquidator for the purpose
of such winding-up."

Creditors of the Company are to prove their debts or claims on
or before November 21, 2005 and to establish any title they may
have under the Companies Law (2004 Revision), or be excluded
from the benefit of any distribution made before such debts are
proved or from objecting to the distribution.

CONTACT: Westport Services Ltd., Voluntary Liquidator
         Ica Eden
         P.O. Box 1111, Grand Cayman
         Cayman Islands
         Telephone: 345 949 5122
         Facsimile: 345 949 7920


NEW IWO EQUITY: Enters Voluntary Wind Up
----------------------------------------
                      New IWO Equity Limited
                    (In Voluntary Liquidation)
                 The Companies Law (2004 Revision)

The following special resolution was passed by the shareholders
of New IWO Equity Limited at an extraordinary general meeting
held on October 17, 2005:

"RESOLVED that the Company be placed into Voluntary Liquidation
and that Westport Services Ltd., of P.O. Box 1111, Grand
Cayman, Cayman Islands, be appointed Liquidator for the purpose
of such winding-up."

Creditors of the Company are to prove their debts or claims on
or before November 21, 2005 and to establish any title they may
have under the Companies Law (2004 Revision), or be excluded
from the benefit of any distribution made before such debts are
proved or from objecting to the distribution.

CONTACT: Westport Services Ltd., Voluntary Liquidator
         Ica Eden
         P.O. Box 1111, Grand Cayman
         Cayman Islands
         Telephone: 345 949 5122
         Facsimile: 345 949 7920


NEW WIRELESS IIP: Shareholders Resolve to Wind Up Company
---------------------------------------------------------
                     New Wireless IIP Limited
                    (In Voluntary Liquidation)
                 The Companies Law (2004 Revision)

The following special resolution was passed by the shareholders
of New Wireless IIP Limited at an extraordinary general meeting
held on October 17, 2005:

"RESOLVED that the Company be placed into Voluntary Liquidation
and that Westport Services Ltd., of P.O. Box 1111, Grand
Cayman, Cayman Islands, be appointed Liquidator for the purpose
of such winding-up."

Creditors of the Company are to prove their debts or claims on
or before November 21, 2005 and to establish any title they may
have under the Companies Law (2004 Revision), or be excluded
from the benefit of any distribution made before such debts are
proved or from objecting to the distribution.

CONTACT: Westport Services Ltd., Voluntary Liquidator
         Ica Eden
         P.O. Box 1111, Grand Cayman
         Cayman Islands
         Telephone: 345 949 5122
         Facsimile: 345 949 7920


PAUGUS LIMITED: To Wind Up Voluntarily
--------------------------------------
                          Paugus Limited
                    (In Voluntary Liquidation)
                 The Companies Law (2004 Revision)

The following special resolution was passed by the shareholders
of Paugus Limited at an extraordinary general meeting held on
October 17, 2005:

"RESOLVED that the Company be placed into Voluntary Liquidation
and that Westport Services Ltd., of P.O. Box 1111, Grand
Cayman, Cayman Islands, be appointed Liquidator for the purpose
of such winding-up."

Creditors of the Company are to prove their debts or claims on
or before November 21, 2005 and to establish any title they may
have under the Companies Law (2004 Revision), or be excluded
from the benefit of any distribution made before such debts are
proved or from objecting to the distribution.

CONTACT: Westport Services Ltd., Voluntary Liquidator
         Ica Eden
         P.O. Box 1111, Grand Cayman
         Cayman Islands
         Telephone: 345 949 5122
         Facsimile: 345 949 7920


RMB CDO: To Hold Extraordinary Final Meeting on Dec. 1
------------------------------------------------------
                       RMB CDO II, Limited
                    (In Voluntary Liquidation)
                 The Companies Law (2004 Revision)

NOTICE is hereby given pursuant to section 145 of the Companies
Law (2004 Revision) that the extraordinary final meeting of the
Company will be held at the offices of Deutsche Bank (Cayman)
Limited, Elizabethan Square, George Town, Grand Cayman on
December 1, 2005 for the purpose of presenting to the members
an account of the winding up of the Company and giving any
explanation thereof.

CONTACT: Mr. David Dyer, Voluntary Liquidator
         P.O. Box 1984GT, Grand Cayman
         Telephone: (345) 949 8244
         Facsimile: (345) 949 5223


WIRELESS IIP: Resolves to Liquidate
-----------------------------------
                       Wireless IIP Limited
                    (In Voluntary Liquidation)
                 The Companies Law (2004 Revision)

The following special resolution was passed by the shareholders
of Wireless IIP Limited at an extraordinary general meeting
held on October 17, 2005:

"RESOLVED that the Company be placed into Voluntary Liquidation
and that Westport Services Ltd., of P.O. Box 1111, Grand
Cayman, Cayman Islands, be appointed Liquidator for the purpose
of such winding-up."

Creditors of the Company are to prove their debts or claims on
or before November 21, 2005 and to establish any title they may
have under the Companies Law (2004 Revision), or be excluded
from the benefit of any distribution made before such debts are
proved or from objecting to the distribution.

CONTACT: Westport Services Ltd., Voluntary Liquidator
         Ica Eden
         P.O. Box 1111, Grand Cayman
         Cayman Islands
         Telephone: 345 949 5122
         Facsimile: 345 949 7920


WIRELESS INTERNATIONAL: To be Placed into Voluntary Liquidation
---------------------------------------------------------------
                  Wireless International Limited
                   (In Voluntary Liquidation)
                 The Companies Law (2004 Revision)

The following special resolution was passed by the shareholders
of Wireless International Limited at an extraordinary general
meeting held on October 17, 2005:

"RESOLVED that the Company be placed into Voluntary Liquidation
and that Westport Services Ltd., of P.O. Box 1111, Grand
Cayman, Cayman Islands, be appointed Liquidator for the purpose
of such winding-up."

Creditors of the Company are to prove their debts or claims on
or before November 21, 2005 and to establish any title they may
have under the Companies Law (2004 Revision), or be excluded
from the benefit of any distribution made before such debts are
proved or from objecting to the distribution.

CONTACT: Westport Services Ltd., Voluntary Liquidator
         Ica Eden
         P.O. Box 1111, Grand Cayman
         Cayman Islands
         Telephone: 345 949 5122
         Facsimile: 345 949 7920



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

BBVA COLOMBIA: Fitch Affirms Ratings After Granahorrar Purchase
---------------------------------------------------------------
Fitch Ratings, the international rating agency, has taken the
following actions on the ratings assigned to BBVA Colombia:

--Long and short-term foreign currency ratings affirmed at 'BB'
and 'B', respectively; Outlook Stable;

--Long- and short-term local currency ratings affirmed at 'BBB-
' and 'F3', respectively; Outlook Stable;

--Support rating affirmed at '3';

--Individual rating of 'C/D' placed on Rating Watch Negative.

This follows the recent announcement of BBVA Colombia's plans
to purchase Granahorrar, a public sector bank specialized in
the mortgage sector with total assets of COP6,861 billion
(roughly US$1.6 billion) at the end of September 2005, that is
roughly half the size of BBVA Colombia. This transaction is
pending regulatory approval, expected within the next two
months. Fitch's affirmation of BBVA Colombia's '3' support
rating reflects Fitch's continued belief that there is a
moderate probability of support for this bank, should it be
required, by its principal shareholder, Spain's Banco Bilbao
Vizcaya Argentaria (BBVA), given BBVA's strong ability (long-
term foreign currency rated 'AA-' by Fitch), which could be
somewhat constrained by economic risks in Colombia. This view
of support underpins BBVA Colombia's long-term ratings at the
current levels. Nevertheless, concerns over deterioration to
BBVA Colombia's standalone financial strength, particularly
capital adequacy, as a result of this transaction, have led
Fitch to place the individual rating of 'C/D' on Rating Watch
Negative. Should this transaction have the expected impact on
BBVA Colombia's capital, Fitch would likely downgrade the
individual rating to 'D'.

BBVA Colombia has agreed to pay COP970 billion (US$423 million)
for Granahorrar, roughly 2.25 times its book value. BBVA will
provide the financing for the acquisition, which is expected to
be in the form of one-year debt (COP670 billion) and capital
contributions (COP300 billion). BBVA Colombia plans to
partially replace the short term financing from BBVA with a
subordinated debt issuance in the local market.

Fitch believes the acquisition is strategically sound. BBVA
Colombia will emerge as the leading provider of mortgages in
Colombia with a market share of roughly 21%. Moreover, the
transaction will provide the bank with greater economies of
scale in a rapidly consolidating market (expected deposit
market share: 11.1%). Fogafin, Granahorrar's principal
shareholder, has taken great efforts to clean the balance sheet
of the bank over the past few years and it appears that
Granahorrar's financial profile is solid. As such, Fitch
expects the impact on BBVA Colombia's asset quality to be
relatively limited.

Nevertheless, the planned financing of the acquisition is
likely to result in significant deterioration to both the level
and quality of BBVA Colombia's capital, which will take several
years to reverse with retained earnings. Following the
acquisition, the bank's capital levels are expected to fall
below 11% (currently 11.7%), which, while above the 9% minimum
requirement, is somewhat low in Fitch's view. Of greater
concern is that under current projections, the goodwill created
by the merger (COP538 billion), which is not deducted from
capital for the purposes of regulatory capital requirements,
will represent just over one-half of the bank's expected equity
base. The bank plans to amortize the goodwill over a 10-year
period, in line with local regulations.

BBVA Colombia was Colombia's third largest bank ranked by
deposits at the end of September 2005 with a 7.6% market share.
Originally established by the government in 1956 to finance the
agricultural and livestock sectors, it now provides a wide
range of commercial banking and financial services. BBVA
Colombia was fully privatized in 1992, and in 1996, Spain's
BBVA acquired a 34.7% stake and assumed management control.
Since then, BBVA has progressively increased its stake to
95.3%, where it stood at the end of September 2005. The
remaining shares are widely held. In April 2004, the bank's
name was changed to BBVA Colombia from BBVA Banco Ganadero.

CONTACT: Linda Hammel +1-212-908-0303, New York
         Alejandro Garcia +1-212-908-0393, New York

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


TERMOEMCALI: Makes Cash Payment
-------------------------------
On August 11, 2005, TermoEmcali Funding Corp. launched an offer
to exchange all outstanding 10.125% Senior Secured Notes due
2014 (the "Original Notes") for Senior Secured Notes due 2019
(the "Notes), a consent solicitation and solicitation of
acceptance of a prepackaged plan of reorganization. As of
September 13, 2005, holders of 100% of the Original Notes
tendered.

DISTRIBUTION OF CASH PAYMENT ON NOVEMBER 4, 2005

On November 1, 2005, TermoEmcali Funding Corp. paid
$6,398,926.11 (the "Cash Payment) to an account specified by
Deutsche Bank Trust Company Americas, as Trustee for the Notes.
This total amount is comprised of the cash consideration for
the exchange, an interest payment (this interest payment,
together with the interest paid prior to January 11, 2005, will
result in an effective interest rate of 5% per annum from June
16, 2004 through June 30, 2005 and 6% per annum from July 1,
2005 through September 30, 2005) and an additional interest
payment (i.e., the interest/foreign exchange benefit that the
deposits in the Emcali Exclusive Sub-Account earned from
January through September 2005) on the total amount of the
Original Notes.

Deutsche Bank Trust Company Americas transferred the total Cash
Payment to Cede & Co., street name for the Depository Trust
Company Americas ("DTC"), on November 3, 2005. DTC Participants
can expect their accounts to be credited with the Cash Payment
on November 4, 2005. As per the terms of the exchange offer,
each $1,000 of the outstanding principal amount of the
Original Notes receives $31.42 in cash consideration. In
addition, each $1,000 of the outstanding principal amount of
the Original Notes will receive an additional $12.99 in cash as
the interest and additional interest (as described above)
components of the Cash Payment. Therefore, each $1,000 of the
outstanding principal amount of the Original Notes will receive
a total Cash Payment of $44.41.

Please note that DTC will use a factor of $38.78 to calculate
the Cash Payment due to their participants.

In addition to the amounts described above, we understand that
the Collateral Agent will be distributing other amounts in
respect of the Restructured Senior Secured Notes in the next
several days. We will provide further information in respect of
these amounts in due course.

Further information is available through the exchange agent,
Bondholder Communications Group LLC, and through its website
www.bondcom.com/termoemcali



=============
J A M A I C A
=============

DYOLL INSURANCE: Liquidators Issue Update on Status of Payout
-------------------------------------------------------------
                Dyoll Insurance Company Limited
                       (In Liquidation)

On October 24, 2005 the Joint Liquidators of Dyoll Insurance
Company (the "JLs") made an application in the Supreme Court of
Judicature of Jamaica (the "Supreme Court") for directions
regarding the amount formerly held by the Jamaican Financial
Services Commission (FSC) as a statutory deposit, and
specifically whether the assets were held for the benefit of
all claimants/creditors or just those in Jamaica. The amount
that the JLs believed were the subject of the application was
J$45,300,000 (approximately US$740,000). The JLs provided for
this amount in seeking authority from the Supreme Court to make
an initial distribution of 17% on October 31, 2005. The hearing
was scheduled for November 2, 2005.

On October 31, 2005 the FSC filed an affidavit indicating that
the amount deposited with them was more in the region of
J$635,000,000 (approximately US$10,400,000).

The securities/investments which the FSC has indicated are
included in the statutory deposit comprise the majority of the
assets held by Dyoll. Therefore until the Court determines the
extent of the deposit and to whom it is held for the benefit
for, the JLs are unable to make an interim dividend
distribution. Given the importance of this application, the JLs
felt it was important that the Committee of Inspectors (who
represents the interests of all creditors) have an opportunity
to be heard at the hearing. The attorneys for the Committee
however sought an adjournment to prepare, which the Supreme
Court granted.

The Supreme Court has also ordered that the Joint Liquidators
be restrained from paying the first interim dividend until this
matter is heard and a decision is made. The matter is scheduled
to be heard again in the Supreme Court on November 14, 2005.

The JLs give their assurances that they will work steadfastly
to reach a resolution as soon as possible.

For those claims not yet adjudicated, the JLs continued to
review and process claims in anticipation that a distribution
will occur shortly.

CONTACT:  Kenneth M. Krys and John W. Lee
          Joint Liquidators
          For Inquiries: Kenneth Krys
                         E-mail: kenneth.krys@rsmi.com



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

AXTEL: To List Shares on the Mexican Stock Exchange
---------------------------------------------------
Axtel, S.A. de C.V. announced Monday that it and certain of its
shareholders intend, subject to market and other conditions, to
list on the Mexican Stock Exchange and offer internationally
common stock in the form of Ordinary Participation Certificates
and American Depositary Shares.

The common stock will be offered to qualified institutional
buyers in reliance on Rule 144A under the Securities Act of
1933, as amended (the "Securities Act"), and pursuant to
Regulation S outside of the United States and Mexico.

Common stock has not been and will not be registered under the
Securities Act of 1933 and may not be offered or sold in the
United States absent registration or an applicable exemption
from registration requirements.

This press release does not constitute an offer to sell or the
solicitation of an offer to buy the common stock, nor shall
there be any sale of the common stock in any state in which
such offer, solicitation or sale would be unlawful.

                       About Axtel

Axtel is a Mexican telecommunications company that provides
local telephone services, national and international long
distance services, data, Internet, virtual private networks,
and value added services. Axtel has provided Mexico with a
basic telecommunications infrastructure through an intelligent
network that offers wide coverage to all markets. At present,
it is operating in Mexico City, Monterrey, Guadalajara, Puebla,
Leon, Toluca, Queretaro, San Luis Potosi, Aguascalientes,
Saltillo, Ciudad Juarez, and Tijuana.

AXTEL: http://www.axtel.com.mx


GRUPO MEXICO: Deutsche Bank Revises Earnings, Price Targets
-----------------------------------------------------------
Deutsche Bank has changed its earnings and price targets for
Mexican mining and metals giant Grupo Mexico, reports Business
News Americas.

Deutsche Bank cut its price target for Grupo Mexico to MXN25
(US$2.34) from MXN30 despite higher third quarter 2005 earnings
to reflect the full loss of US subsidiary Asarco's equity value
following de-consolidation.

Grupo Mexico posted profits of US$276 million in the third
quarter, up 10% year-on-year.

The price target reduction also reflects the potential risks
that might arise from Grupo Mexico's planned expansion into
non-core businesses such as airports and construction.

Deutsche Bank has increased its copper price forecasts by 25%
for 2005 to US$1.62/lb and by 18% for 2006 to US$1.61/lb. As
such, the bank raised its 2005 earnings estimate for Grupo
Mexico by 26% to US$0.42 per share.

The bank also lifted its 2006 target by 40% to US$0.39 and
lowered its 2007 outlook by 15% to US$0.27.

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


MERIDIAN AUTOMOTIVE: PCA Chosen Special Brazilian Counsel
---------------------------------------------------------
The Official Committee of Unsecured Creditors of Meridian
Automotive Systems-Composites Operations, et al., asks the U.S.
Bankruptcy Court for the District of Delaware for authority to
retain Peixoto e Cury Advogados as its special Brazilian
counsel, effective as of August 30, 2005.

The Committee needs PCA to prosecute an adversary proceeding
filed by the Committee for the avoidance of liens and claims
and related declaratory relief against certain of the Debtors'
prepetition lenders.

Pedro Jorge da Costa Cury, a partner at PCA, will supervise the
legal services to be performed by the firm for the Committee.

The Committee believes that PCA is well qualified to represent
its interests in the Adversary Proceeding because of the firm's
substantial experience in civil and commercial litigation in
Brazil.

PCA will assist Ashby & Geddes, P.A., in prosecuting the
Adversary Proceeding with respect to the Brazilian Assets.  The
firm's services will be limited to the causes of action
asserted in the Adversary Proceeding concerning the Brazilian
Assets.

In exchange for its legal services, PCA will be paid in
accordance with its ordinary and customary hourly rates:

       Professional                       Hourly Rate
       ------------                       -----------
       Partner                               $250
       Consultant                            $230
       Senior Associate                      $210
       Experienced Associate                 $190
       Junior Associate                      $170
       Paralegal                              $50

PCA will also be reimbursed for its actual and necessary
expenses in connection with its services.

Mr. da Costa Cury assures Judge Walrath that PCA:

   -- is a "disinterested person," as that term is defined in
      Section 101(14) of the Bankruptcy Code;

   -- does not represent or hold an interest that is adverse to
      the Debtors with respect to the matters on which it is to
      be employed;

   -- does not have any material connections with the Debtors
      or any other party-in-interest in the Debtors' Chapter 11
      cases.

Headquartered in Dearborn, Mich., Meridian Automotive Systems,
Inc. -- http://www.meridianautosystems.com/-- supplies  
technologically advanced front and rear end modules, lighting,
exterior composites, console modules, instrument panels and
other interior systems to automobile and truck manufacturers.  
Meridian operates 22 plants in the United States, Canada and
Mexico, supplying Original Equipment Manufacturers and major
Tier One parts suppliers.  The Company and its debtor-
affiliates filed for chapter 11 protection on April 26, 2005
(Bankr. D. Del. Case Nos. 05-11168 through 05-11176).  James F.
Conlan, Esq., Larry J. Nyhan, Esq., Paul S. Caruso, Esq., and
Bojan Guzina, Esq., at Sidley Austin Brown & Wood LLP, and
Robert S. Brady, Esq., Edmon L. Morton, Esq., Edward J.
Kosmowski, Esq., and Ian S. Fredericks, Esq., at Young Conaway
Stargatt & Taylor, LLP, represent the Debtors in their
restructuring efforts.  When the Debtors filed for protection
from their creditors, they listed $530 million in total assets
and approximately $815 million in total liabilities. (Meridian
Bankruptcy News, Issue No. 17; Bankruptcy Creditors' Service,
Inc., 215/945-7000).



===========
P A N A M A
===========

BANISTMO: Moody's Affirms Ratings on Acquisition Announcement
-------------------------------------------------------------
Moody's Investors Service has affirmed the D+ financial
strength rating and Ba1 foreign currency deposit rating of
Primer Banco del Istmo, S.A. (Banistmo). The affirmation
follows the announcement that Banistmo's shareholder, Grupo
Banistmo, S.A. (GBSA), has agreed to purchase between 51% and
60% of Inversiones Financieras Bancosal S.A., the owner of
Banco Salvadoreno, El Salvador's third largest bank.

Moody's noted that Banistmo's ratings will not be affected by
the purchase, as the purchase is being undertaken by its
financial holding company. The bank is also expected to
maintain its target capitalization levels.

GBSA's purchase will be financed through a bridge loan which
will later be replaced by longer term funding. GBSA plans to
issue common shares in the near term. Certain subsidiaries have
plans to issue preferred shares.

Moody's indicated that although the acquisition will be made at
the holding company level, consolidated leverage will increase
temporarily pending the group's capital raising activities. In
addition, as the group's major earner, Banistmo will inevitably
be called upon to help service the bridge loan. Nevertheless,
Moody's said that the debt service is well within the bank's
dividend capacity.

Moody's said that the acquisition is in line with the group's
regional expansion strategy. GBSA will be entering the
Salvadoran banking market with an approximate 17% market share
and a substantial presence in both corporate and retail
banking. Moody's believes that the acquisition could result in
a weakening of GBSA's consolidated financials in the short
term, given the Salvadoran group's weaker profitability and
asset quality. However, the agency also opined that Banistmo's
management has established a solid track record in integrating
major acquisitions without damage to its franchise or funding
access. Moody's does not currently rate Banco Salvadoreno.

The agency also said that GBSA's risk management structure will
continue to be challenged by its expanding and multiple
operations. GBSA has been addressing this challenge by
centralizing and reinforcing its risk management structure and
cross-border exposure policies.

Primer Banco del Istmo (Banistmo) is the largest bank in Panama
and Central America, with consolidated assets of $6.6 billion
and equity of $661 million as of September 30, 2005.

The following ratings were affirmed:

- Bank financial strength rating: D+, with stable outlook

- Long term foreign currency deposit rating: Ba1, with stable
outlook

- Short term foreign currency deposit rating: Not Prime



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

BANCO HIPOTECARIO: To Securitize 5% of Commercial Loan in `06
-------------------------------------------------------------
State-run mortgage bank Banco Hipotecario (BHU) plans to
securitize 5% of its commercial loan book in February 2006 to
raise US$25 million - US$30 million, reports Business News
Americas.

BHU president Miguel Piperno said the securities will be
offered to institutional and individual investors.

"Three firms applied to structure the securitization. This will
be established in November or December and in February next
year we will be able to call for bidders for this portfolio,"
Piperno said.

Proceeds of the transaction will be used to boost BHU's
liquidity and reopen credit lines in April or May 2006.

BHU ceased lending in 2002, when the financial crisis in
neighboring Argentina spilled over into Uruguay causing most of
the country's banks to go into government receivership.

Credit ratings agency Moody's has continued to question BHU's
viability due to its deteriorated balance sheet.

As of September 30, the bank's past-due loans amounted to 69.1%
of total loans compared with 61.2% a year ago.



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

PDVSA: CITGO Extends Expiration Date for Cash Tender Offers
-----------------------------------------------------------
CITGO Petroleum Corporation announced Monday that, in
connection with its previously announced cash tender offers for
any and all of its outstanding 7 7/8 percent Senior Notes due
2006 ("7 7/8 percent Notes") and 6 percent Senior Notes due
2011 ("6 percent Notes" and, together with the 7 7/8 percent
Notes, the "Notes") and related consent solicitations, it has
extended the expiration date for the tender offers from
midnight Eastern Time, Wednesday, Nov. 9, 2005 to 5 p.m.
Eastern Time, Thursday, Nov. 10, 2005 (as extended, the
"Expiration Date"). CITGO is extending the Expiration Date so
that the settlement date for the tender offers will fall on the
anticipated closing date of the new senior secured credit
agreement CITGO intends to enter into with a syndicate of
lenders led by BNP Paribas and JPMorgan Chase Bank, N.A. (the
"New Credit Agreement"). Unless the tender offers are further
extended or earlier terminated, the total purchase price for
each $1,000 principal amount of Notes validly tendered and
accepted for purchase by CITGO will be calculated at 2 p.m.
Eastern Time, Tuesday, Nov. 8, 2005 (two business days prior to
the Expiration Date) and the settlement date for the tender
offers will be on or about Nov. 15, 2005.

All other terms and conditions of the tender offers remain
unchanged from those set forth in CITGO's Offer to Purchase and
Consent Solicitation Statement, dated Oct. 13, 2005 ("Offer to
Purchase") and the related Consent and Letter of Transmittal
("Letter of Transmittal"). Consummation of the tender offers,
and payment of the tender offer consideration and consent
payment, are subject to the satisfaction or waiver of various
conditions, as described in the Offer to Purchase, including
the closing of the New Credit Agreement. CITGO has reserved the
right to amend, extend or terminate the tender offers at any
time.

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

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

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

CONTACT: PETROLEUM CORPORATION
         Fernando Garay
         Tel: +1-832-486-1489

         David McCollum
         Tel: +1-832-486-4260
         Fax: +1-832-486-1814
         URL: http://www.citgo.com


PDVSA: Secures License to Provide Own Telecom Services
------------------------------------------------------
Telecommunications overseer CONATEL has granted state oil firm
PDVSA a license to provide its own telecommunications services,
reports Business News Americas.

In a statement, PDVSA said the permit will allow it to
consolidate its telecommunications network, guarantee
operational continuity, and advance in the development of new
technologies and in regional integration projects.

PDVSA corporate telecoms Manager Carlos Padilla also said the
license would allow the Company to interconnect projects in
Petrocaribe and Petrosur, two energy cooperation schemes
Venezuela is promoting in the Caribbean and the Southern Cone
respectively.


SIDOR: Renews Iron Ore Supply Deals
-----------------------------------
Steelmaker Sidor has renewed its iron ore supply contracts with
the government, reports Business News Americas.

The new terms require Sidor to pay state-run companies US$30/t
for iron ore, 66% higher than the US$18.1/t established in the
original contract.

Sidor accepted the new deal after Venezuelan President Hugo
Chavez threatened to renationalize it. The new deal has been
ratified in a meeting between President Chavez and his
Argentinean counterpart Nestor Kirchner over the weekend in the
Americas summit in Mar del Plata.

Sidor finished its privatization process in 1998 and will be
part of the recently created steelmaking group Ternium, which
includes Mexican steelmaker Hylsamex and Argentina's Siderar.


SINCOR: Total Agrees to Pay Higher Royalty Rate
-----------------------------------------------
French oil giant Total SA has agreed to pay a higher royalty
rate on its Sincor heavy oil joint venture, according to a
Vheadline.com report.

Total Chief Financial Officer Robert Castaigne recalls that on
June 23, the Company and its Norwegian partner, Statoil ASA,
received a letter from Venezuela's energy ministry raising the
royalty rate to 30% from 16.67%.

According to a Statoil spokeswoman in Venezuela, the two
companies have made payments to the government on production
that exceeded contractual limits at the 30% rate since it
received the notice. No additional payments were made on
earlier production, she said.

"We have contested this, but finally we have accepted to make
this payment," Castaigne said, stressing that the payment was
made under protest.

On May 31, Venezuela's Energy & Oil Minister Rafael Ramirez
said that Sincor owes about US$1 billion in royalties on excess
output.

Ramirez said Sincor's excess production was subject to a 30%
royalty, not the 1% levy in effect until October 2004 when it
was raised to 16.67%.

Castaigne said the payment resulted in a charge of US$$23.7
million during the third quarter, without providing the size of
the payment.




                            ***********


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

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

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

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

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

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


* * * End of Transmission * * *