TCRLA_Public/051110.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

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

          Thursday, November 10, 2005, Vol. 6, Issue 223

                            Headlines


A R G E N T I N A

ALTO PALERMO: Contemplates Supervisory Committee
BANCO FRANCES: 3Q05 Results Show Continuous Earnings Growth
BERSA: Provincial Government Seeks 18% Stake in Bank
CRESUD: Announces 6th Interest Installment to Note Holders
CRESUD: Holders Consider Supervisory Committee Administration

DAGFA S.A.: Prepares to Reorganize
DBA S.R.L.: Court Finds in Creditor's Favor
ECORIN S.A.: Court Designates Trustee for Liquidation
IRSA: Local Fitch Maintains `BB(arg)+' Rating on $250M Bonds
IRSA: Initiates 6th Interest Installment

LYBRA INTERNATIONAL: Liquidates Assets to Pay Debts
PAPAZZI S.R.L.: Initiates Bankruptcy Proceedings
PUBLIMODA S.A.: Judge Approves Bankruptcy
TELEFONICA DE ARGENTINA: TPI Buys Telinver for $74M


B E R M U D A

SEA CONTAINERS: Offers Remaining rient-Express Hotel Shares


B R A Z I L

BANCO DO BRASIL: Outlook on BB- LTFC Rating Changed to Positive
BANCO DO NORDESTE: S&P Revises Outlook on LTFC, LTLC Ratings
BNDES: S&P Changes LTFC, LTLC Ratings Outlook to Positive
ELETROBRAS: S&P Ups LTFC, LTLC Ratings Outlook to Positive
GERDAU: Projects 50% Production Boost In Colombia By 2008

GERDAU: Reports Improved Revenue for Jan-Sep Period
LOCALIZA RENT: S&P Revises Outlook on BB- LTFC Rating
MRS LOGISTICA: Outlook on BB- LTFC Rating Changed to Positive
MRS LOGISTICA: Breaks Production, Profitability Records
NET SERVICOS: Board Approves Capital Increase

VARIG: TAP Air Gets Creditor Support for $62M Asset Purchase
* BRAZIL: S&P Upgrades Outlooks on Long-Term Ratings


C A Y M A N   I S L A N D S

BATTERY PARK: Liquidation to be Explained to Members Nov. 24
BT NEWCO: Wind Up Informational Meeting Set for Dec. 15
BT TASMAN: Extraordinary Final Meeting Set for Dec. 15
DESCARTES OFFSHORE: To Authorize Liquidators to Retain Records
EEGO FUND: Account Liquidation Details Set for Nov. 24

EPSOM DOWNS: Members to Hear Account on Liquidation Nov. 30
FIFTH AVENUE: Final Meeting to be Held Dec. 1
LEYLAND INVESTMENTS: To Report on Liquidation Nov. 30
PSETTA FUND: To Hold Final General Meeting on Nov. 24
SATELLITE FS: Shareholders to Meet for Wind Up Report

SEASHELL HOLDINGS: Account of Winding Up to be Presented Dec. 7
SHELLHOUSE HOLDINGS: Wind Up Meeting Set for Dec. 7
SPECIAL INVESTMENTS: Liquidation Explanation Expected Dec. 1
TBK HOLDING: To Give Account on Liquidation Process


C O L O M B I A

TENDERCO: Supplements Purchase Offer for Additional Units


G U A T E M A L A

BANCO INDUSTRIAL: S&P Affirms Ratings; Outlook Stable


M E X I C O

ASARCO: Subsidiaries' Panel, FCR Want to Prosecute Claims


U R U G U A Y

UTE: Turns to Brazil to Cover Domestic Power Shortages


V E N E Z U E L A

PDVSA: CITGO Prices Cash Tender Offers


     - - - - - - - - - -


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

ALTO PALERMO: Contemplates Supervisory Committee
------------------------------------------------
The shareholders of Alto Palermo S.A. decided to consider the
administration of a supervisory committee. In a letter dated
November 3, 2005 filed with the Comision Nacional de Valores,
the Company reported that the shareholders meeting held on
November 1, 2005 make an adjournment until November 29, 2005 at
3:00 p.m. on Bolivar 108, first floor, Buenos Aires, Argentina
and also resolved:

FIRST: DESIGNATION OF TWO SHAREHOLDERS TO APPROVE AND SIGN THE
MINUTES OF THE SHAREHOLDERS' MEETING. It was approved by
majority the designation of Parque Arauco Argentina S.A. and
IRSA Inversiones y Representaciones Sociedad Anonima to approve
and sign the minutes of the shareholders meeting.

SECOND: CONSIDERATION OF THE DOCUMENTATION STATED IN LAW
19,550, ARTICLE 234, CLAUSE 1, CORRESPONDING TO THE ECONOMIC
FISCAL YEAR ENDED IN JUNE 30, 2005. It was approved by majority
the analyzed documentation.

THIRD: CONSIDERATION OF THE ADMINISTRATION OF THE BOARD OF
DIRECTORY'S. It was approved by majority.

FOURTH: CONSIDERATION OF THE ADMINISTRATION OF THE SUPERVISORY
COMMITTEE. It was approved by majority.

CONTACT: Alto Palermo S.A. (APSA)
         2/F
         476 Hipolito Yrigoyen
         Buenos Aires
         Argentina
         Phone: +54 11 4344 4600
         Web site: http://www.altopalermo.com.ar


BANCO FRANCES: 3Q05 Results Show Continuous Earnings Growth
-----------------------------------------------------------
Executive summary

- BBVA Banco Frances maintains its positive trend, reflecting
both a growth strategy and the implementation of structural
reforms. For the third consecutive quarter the Bank showed a
positive net income, accumulating 86.1 million pesos during the
first nine-month period of the present fiscal year; i.e.
311.11% higher than the figure posted during 2004. The
consolidation of the financial margin, on the back of a higher
variation CER index and an increasing intermediation volume,
strong net income from services and a lower loss accounted for
in Other income / expenses were the main drivers of present
quarter's improvement as compared to the September 2004
quarter.

- A further expansion in business enabled the Bank to maintain
its leadership in the market, ranking as the first private bank
in terms of private sector deposits, loans and shareholders'
equity.

- Solid credit growth in the private sector led by commercial
loans - mainly in the form of notes discounted and advances, in
middle market and large corporations - and credit card
financing and personal loans - within the retail segment. The
Company increased its market share in private sector loans by
60 basis points, from 6.2% in September 2004 to 6.8% in the
present quarter.

- Moreover, during present fiscal year, BBVA Banco Frances
carried out significant improvements in its assets and
liabilities structure. Given the increase in public sector
assets' market value and pursuant to regulation 3911 from the
Central Bank, effective as of January 2006 (the regulation
requires additional capital for the excess in public sector
assets - Public sector holding exceeding 40% of total assets),
the Bank further reduced its public sector exposure, using the
proceeds of such sale to pay in full the outstanding balance of
loans granted by the Central Bank as financial support during
the 2002 liquidity crisis, representing a total of 1,827
million pesos.

- It is also worth mentioning that the Bank was able to
maintain strong efficiency and asset quality standards. The
coverage of administrative expenses (excluding amortization)
with income from services (including fees from FX purchase &
sales) reached 77% in the September 2005 quarter. On the other
hand, the non-performing ratio, with respect to all the
financings, decreased from 1.9% in September 2004 to 1.4% in
the third quarter of 2005, while the coverage ratio improved
from 83.8% to 104.9%, in the same period.

Third quarter of fiscal year 2005

During the third quarter of 2005, economic growth was higher
than expected. Industrial production increased by more than 1%
per month in seasonally adjusted terms both in August and
September. The quarter averaged 7.6% year over year growth in
manufacturing activity. Other sectors in the economy, such as
construction and public services, continued to expand leading
to an accumulated expansion of GDP (as measured by the monthly
EMAE) of 8.9% to August.

Inflation rates (CPI) averaged 0.87% per month, up from 0.67%
in the previous quarter. Food and beverage prices, in some
cases due to seasonal reasons, increased by 1.7% per month,
more than the CPI basket, while core inflation was slightly
higher at 0.94%.

Exports grew by more than 21% year over year in July and
August, driven by high commodity prices and steady external
demand for manufactured products, such as automobiles and
steel. The trade balance surplus was 17% higher than last
year's in spite of vigorous import growth. Although capital
controls on portfolio investments and financial loans were
imposed in June, capital inflows remained high during the third
quarter of 2005 and bond and equity markets rallied during this
period. Central Bank intervention in the FX market amounted to
US$3.3 billion, which net principal payments of US$0.9 billion
to multilateral organizations led to an increase of more than
US$2.5 billion in international reserves. The exchange rate
remained fairly stable, increasing by only 0.8% from end of
June.

During the third quarter, the monetary base grew only 2.4% due
to the contractionary impact of rediscount cancellation by the
financial system and the issue of more than 3000 million pesos
in Lebac and Nobac (Bills and Notes issued by the Central
Bank). The strong dollar supply from the external sector
allowed for stable interest rates, which fell in August but
recovered in September to the levels of the end of second
quarter. Private sector deposits continue to grow, but at a
slower rate than during the first half of the year. On the
other hand, credit to the private sector was more dynamic since
it expanded by 7.5%, in line with the performance of the
previous months.

The Business:

BBVA Banco Frances is a leading private sector bank, ranking
first in terms of deposits, loans and shareholders' equity,
according to the most recent statistics published by the
Central Bank in August 2005. The Bank accumulates 86 million
pesos positive net income during the first nine months of the
current fiscal year, showing steady growth in core business, a
significant improvement in its financial condition and a
reinforced capital base.

During 2005 BBVA Banco Frances bolstered its credit activity
and faced the challenge of rebuilding its traditional loan
portfolio composition, more focused on private sector loans
than on public sector assets. The Company focused its
commercial strategy towards the core business, while
maintaining competitive strengths in the transactional
activity. Accordingly, the Company's private sector loan
portfolio further expanded by 250 million pesos during this
third quarter, with an accumulated growth of 1,150 million
pesos during the fiscal year.

On the other hand, management took actions that improved the
structure of the Bank's assets and liabilities with no
significant impact in the income statement. Taking advantage of
the sustained recovery of prices of public sector debt in the
secondary market, the Bank sold long-term public sector assets
and paid the outstanding balance of loans granted by the
Central Bank as financial support during the liquidity crisis
of 2002.

Furthermore, the market has proven to support the Bank's strong
performance with an increase in the price/book value ratio -
from 1.85 times in September 2004 to 1.96 times by the end of
September 2005.

Presentation of Financial Information

- All foreign currency transactions accounted for at a free
exchange rate as of September 30, 2005 have been translated
into pesos at the reference exchange rate of 2.91258 pesos per
U.S. dollar, published by the Central Bank of Argentina on that
date.

Up to 2003, the Bank recorded a credit for the Tax on minimum
presumed income (TOMPI) under Other Receivables Tax advance
account as long as this tax exceeded income tax.

On March 8, 2004, the Central Bank requested the reversal of
the amounts recorded as assets for TOMPI for the years
2001/2002 with charge to income or prior years adjustments, as
appropriate, based on a regulatory interpretation of the BCRA.
Consequently, as of March 31, 2004, the Bank recorded an
adjustment to earnings of prior years for a total amount of
70,621 pesos (loss).

Most recently, on February 11, 2005, the Central Bank released
Communication "A" 4295, which made it possible, subject to
certain limitations, to record positive balances in connection
with the tax on minimum presumed income.

Consequently, in the September 2005 quarter the Bank included
the corresponding gain - 92.6 million pesos - in "Income
(loss)" adjustment to prior year, under Stockholders equity.
The corresponding adjustment for fiscal year 2005 was
registered in the income statement, under Income tax,
representing a Ps. 6.9 million gain.

In the balance sheet as of September 30 2004, presented for
comparative purposes, such adjustment affected the item Other
receivables by 85.9 million pesos (increase); in the income
statement such adjustment affected the items Income Tax and Tax
on Minimum Presumed Income and Other Income by 20.3 million
pesos (decrease) and 0.6 million pesos (increase),
respectively.

Third quarter earnings of fiscal year 2005 totaled 25.8
million pesos, as compared to a 8.1 million pesos loss and a
30.3 million pesos gain registered in the same quarter of the
previous fiscal year and in the June 2005 quarter.
Notwithstanding the 54 million pesos charge derived from the
amortization of the loss related to the payment of legal
injunctions, the Bank was able to more than compensate the 35.5
million pesos loss stemming from the previously mentioned sale
of assets from the public sector portfolio carried out during
the present quarter.

Operating income grew 31.7% and 8.2% as compared to September
2004 and June 2005, respectively. The increase as compared to
September 2004 was mainly driven by the consolidation of the
net financial income - on the back of a higher variation CER
index and an increasing intermediation volume - and strong net
income from services, partly offset by higher higher
administrative expenses and higher loan loss provisions - which
during the present quarter registered the negative effect
coming from the public sector loan sale. Similarly, the
increase in the operating income, as compared to the previous
quarter, was mainly explained by higher net financial income,
which in the June quarter was impacted by a higher loss derived
from the sale of public sector bonds.

The loss in Other income/expenses is mainly explained by: i) a
54 million pesos charge related to the amortization of the loss
derived from the payment of deposits under judicial
injunctions, in accordance with the Central Bank's regulations
(which does not imply that the Bank waives its right to demand
a future compensation from the Argentine Government) ii) the
provisions registered in Other expenses during the quarter to
cover the taxable deferred asset stemming from the use of the
deferred tax method, the opposite entry of which is included in
Other income, and iii) the registration of general provisions.
The lower loss registered during the present quarter is mainly
explained by lower general provision charges and by the
reversal of provisions to cover the loss derived from the sale
assets from the public sector portfolio.

Net financial Income

Net financial income for this third quarter totaled 198.2
million pesos, 48.8% and 14.9% higher than the figure posted in
the September 2004 and the June 2005 quarter, respectively.

The structural term and rate mismatch in assets and liabilities
of the financial system and of BBVA Banco Frances, following
measures taken by the Government during 2002 and 2003, brought
about a strong dependence on the relative behavior of the
consumer price index, or CPI, vis-a-vis interest rates. While a
significant part of the Bank's risk assets accrue interest at a
variable interest rate, adjusted by CER plus an interest rate,
most liabilities accrue interest at a fixed rate, except for
the immobilized rescheduled deposits with initiated legal
actions, known as CEDROS and the new CER adjusted deposits.
Following the recent cancellation of the 1.8 billion pesos
loans granted by the Central Bank during the liquidity crisis,
the Bank remained with a 3.7 billion pesos long CER position,
similar to that of September 2004. Accordingly, the Bank
benefited from such gap, within an environment of negative real
interest rates, while the increasing private sector loan
portfolio had a positive impact on the net spread as compared
to the same quarter of the previous fiscal year.

As already mentioned, the increase in Net financial income as
compared to the June 2005 quarter is mainly explained by a
higher loss ($30 million) accounted for during the previous
quarter stemming from the sale of certain CER adjusted
Government bonds - BOGAR. Notwithstanding such loss, Net
financial income would be in line with the total registered in
the June 2005 quarter.

Public Sector Exposure

The Bank's long-term public sector exposure totaled 5.8 billion
pesos as of September 30, 2005, showing a 25.02% and a 16.87%
reduction as compared to the September 2004 and the June 2005
quarter, respectively. During the present quarter the Bank
carried out further structural changes, which included an
additional sale of long-term public sector bonds and loans,
with no significant impact in the income statement. Hence
Management believes that by the end of present fiscal year the
Bank will comply with regulation 3911 from the Central Bank,
effective as from January 2006. Such regulation requires
additional capital for the excess in public sector assets
(public sector holdings exceeding 40% of total assets).

Furthermore, the Bank also reduced its LEBAC holdings and
allocated the liquidity resulting from this sale and from sale
of the long-term public sector assets, to the aforementioned
cancellation of the outstanding balance of rediscounts from the
Central Bank.

It must be stressed that during the June 2005 quarter the Bank
accounted for the Peso and Dollar denominated Discount bonds
received in exchange for the public sector debt that was
included in the sovereign debt restructuring process. On the
other hand, as for the compensatory bond to be received, during
the December 2004 quarter the Bank charged off the compensatory
assets being objected to by the Central Bank. However, most
recently, during the June 2005 quarter, a higher compensatory
bond to be received was accounted for due to Banco Nacion Loan
- Fiduciary Fund ("Prestamo Banco Nacion - Fondo Fiduciario").
In this respect, following the decision of the Managing
Committee of the Trust Fund for Reconstruction of Companies,
which stated that only 50% of the financing was to be converted
into pesos while the difference was to be maintained in its
original currency, the Bank would have to be compensated
pursuant to the compensation mechanism applicable to financial
institutions for the remaining 50%.

On May 16, 2005 the Bank filed a request with the Ministry of
Economy and Production against Resolution N 25. Although the
Federal Government has yet not ruled on the matter, on May 2005
the Bank registered a 23.2 million dollar denominated liability
and the corresponding amount to be compensated.

Total loan portfolio

The focus on the core business, jointly with the structural
changes carried out during the September 2005 quarter, allowed
the Company to further improve the ratio of private assets to
total assets (which comprises private and public sector assets
but excludes the LEBAC portfolio) from 25% a year ago to 40% by
the end of the present quarter.

The private sector loan portfolio grew 53% (approximately 1,200
million pesos) in the last twelve-month period and 7.8% (250
million pesos) as compared to the June 2005 quarter. Once again
the Bank was able to maintain its strong position in the
corporate and middle market segment while reinforcing its
presence in the retail segment. Private sector loan growth was
driven by notes discounted, advances and other loans, which
include foreign trade transactions, chiefly in the middle
market and corporate segment, and personal loans, credit cards
financing and car secured loans - in the retail segment.

As previously mentioned, the decrease in the public sector loan
portfolio is mainly related to the sale of guaranteed loans -
that was carried out during the present quarter.

Government and Private Securities

The following chart shows the total exposure of the Bank in
government and private securities as of September 30, 2005,
including repurchase agreement transactions. The decrease in
Total bond portfolio as compared to the previous quarter is
mainly explained by a reduction in the LEBAC portfolio, related
to the aforementioned repayment of the outstanding balance of
loans granted by the Central Bank (approximately 1.8 billion
pesos).

As previously explained, present quarter figures include: i)
the Dollar and Peso discount bonds, accounted for during the
June quarter in the Investment account, corresponding to the
Public sector debt which was swapped in the last sovereign
restructuring process; and ii) a higher compensatory bond to be
received related to Banco Nacion Loan - Fiduciary Fund.

Communication "A" 3911 provides that: Federal Government
Secured Loans (issued pursuant to Decree No.1387/2001),
Government bonds not subject to capital requirements for market
risk, Provincial Government secured loans and bonds (issued
pursuant to Decree No.1579/2002 - under Resolution 539/2002 of
the Ministry of Economy) and other unlisted Government
securities and loans must be booked at the lower of the
following two values: i) the technical value (amount that
should be adjusted by CER, if applicable, plus any interest
accrued pursuant to the conditions of issuance), and ii) the
present value of future cash flows at a discount rate set by
the Central Bank (3.87% for September 2005). The difference
between both valuations should be accounted for in a balancing
account. The application of such regulation has had no impact
in the Income Statement as of September 2005.

Income from Securities and Short-Term Investments

Income from securities and short-term investments registered a
40.4 million pesos gain in the quarter ended September 30,
2005, compared to a 9.9 million pesos gain and a 15.2 million
pesos loss posted in the September 2004 and the June 2005
quarter, respectively. It is important to highlight that while
the September 2005 quarter accounted for a gain related to the
sale of part of the LEBAC portfolio, the previous quarter
included a loss derived from the sale of Public sector bonds-
BOGAR. Lower CER adjustment is mainly related to the decrease
in CER adjusted assets and the CER variation index.

Funding Sources

BBVA Banco Frances is the leading private sector bank in terms
of deposits, with an 11% market share in private sector
deposits as of September 30, 2005.

During the third quarter private deposits (Peso and Dollar
denominated deposits excluding rescheduled funds) maintained
the positive trend, growing 3.1% (2.8 billion pesos) as
compared to June 2005 quarter balance, though decelerating with
respect to the rhythm shown during the first quarters of the
year. On the other hand, public sector deposits, which remained
flat during the first semester, grew by 5.9% (1.8 billion
pesos) during present quarter. Similarly, the Bank's deposits
followed a positive evolution, outperforming the financial
system with a 6% growth as compared to the June 2005 balance -
or 6.6% excluding the effect of the reduction of rescheduled
deposits - and 26.6% as compared to the September 2004 quarter
- or 30.8% excluding the effect of the reduction of rescheduled
deposits.

Growth, as compared to the same quarter of the previous fiscal
year, was mainly driven by savings accounts and time deposits,
with emphasis in CER-adjusted CDs. These types of funds
represented a valuable alternative for customers while it
helped the Bank to lengthen the average term of funds and
reduced long CER-adjusted positions. BBVA Banco Frances has a
leading position in CER-adjusted deposits, with a 20.6% market
share. On the other hand, the decrease in rescheduled deposits
is mainly related to the payment of amounts ordered by legal
injunctions and the scheduled maturity of those funds, which
concluded in August 2005 in accordance with its original
schedule. The decrease in current account is mainly related to
a decrease in interest-bearing current accounts. As for foreign
currency-denominated deposits, such funds grew 53.8% in the
last twelve-month period, amounting to US$392 million (1,145
million pesos) as of September 30, 2005.

The increase as compared to the previous quarter is mainly
explained by an 8.03%, 7.11% and 7.58% growth in current
account, savings accounts and time deposits, respectively, as a
result of more aggressive liability management policies
implemented during the period.

Other Funding Sources

Changes shown in the following chart are affected by the
depreciation of the peso. The 70.2% decrease in other funding
sources is mainly explained by the cancellation of rediscounts
from the Central Bank, the financial support granted to the
Bank during the liquidity crisis, with a financial cost of 3.5%
interest rate plus CER adjustment.

Foreign currency funding sources, expressed in dollars, are
shown in the above chart. The decrease in Total other funding
sources as compared to the same quarter of previous fiscal year
was mainly driven by: i) the capitalization of a US$77.7
million loan granted by BBVA carried out last quarter of
previous fiscal year; ii) the payment of foreign funding
sources for a total amount of US$60 million, in the same
period; and iii) the maturity of a US$20 million subordinated
debt during the March 2005 quarter.

Likewise, the increase in Lines from other banks as compared to
the June 2005 quarter is mainly explained by an increase in
foreign funding sources, with foreign-trade transactions as
counterpart.

Asset Quality

The Bank was able to maintain the strong performance in asset
quality standards. The non-performing ratio with respect to all
types of financing (i.e., loans, corporate senior debt
purchased and guarantees granted by the Bank) reached 1.4% as
of September 30, 2005, with a coverage ratio of 104.9%. The
higher aggregate amount of non-performing assets is related to
the reclassification of corporate loans, partly offset by the
sale assets from the commercial portfolio.

Total financing includes loans and Other banking receivables
and Guarantees granted by the Bank

1) Nonaccrual financing include all loans to borrowers
classified as "Problem", "deficient Servicing", "High
Insolvency Risk", "difficult Recovery", "Irrecoverable" and
"Irrecoverable for Technical decision" according to the new
Central Bank debtor classification system.

Changes in the Increase and Decrease account are mainly
explained by the sale of assets from the public sector loan
portfolio and by the write-offs of assets in the private sector
portfolio that occurred during the quarter.

Income from services net of other operating expenses

Net fee income performance reflects the Bank's strength in the
transactional business. Net income from services grew 20.8% in
the last twelve-month period while showing a slight decrease as
compared to the June 2005 quarter.

It is important to bear in mind that the June 2005 quarter
figures included the fees related to the sovereign debt
restructuring process, where BBVA Banco Frances, together with
Banco Galicia and Banco Nacion Argentina, was appointed as
regional dealer bank for the Argentine market. Should the
Company exclude such effect net income from services would
increase 3.7% mainly explained by an increase in operational
volume.

Income related to foreign currency exchange transactions is not
accounted for in net income from services but it is in net
financial income. As of September 2005, such income amounted to
approximately 18.9 million pesos, compared to 18.5 million
pesos and 20.4 million pesos registered in the September 2004
and June 2005 quarter, respectively. The Bank currently
purchases and sells U.S. dollars through all of the Bank's
branches and its ATM network as well as over the Internet. The
Bank also sells and purchases Euros, Brazilian reales and
Uruguayan pesos.

Administrative expenses amounted to 149.2 million pesos as of
September 30, 2005, which compares to $138.8 million and $125.1
million registered in the June 2005 and September 2004 quarter,
respectively.

Higher administrative expenses are mainly explained by an
increase in personnel and advertising and promotion expenses.
The increase in personnel expenses as compared to the same
quarter of previous fiscal year is mainly related to the
different salary adjustments ordered by the Government, the
provisioning of annual bonuses, which since January 2005 is
being provisioned on a monthly basis, and higher social
security charges, jointly with an adjustment in the bonus
provisioning related to a higher profitability level. As for
advertising and promotion expenses, the increase is explained
by a more aggressive business strategy in an environment of
higher activity level.

As of September 30, 2005, the Bank had 3,661 employees -
including consolidated companies (except for the Consolidar
Group) - and a network of 229 consumer branches, 27 branches
specialized in the middle-market segment, and 35 offices of
Credilogros.

Other Income/Expenses

Other income/expenses for the third quarter reflected a 73.8
million pesos loss, compared to a 149.9 million pesos and 69.3
million pesos loss registered in the September 2004 and June
2005 quarters, respectively. As previously mentioned, present
figures were negatively impacted by: i) a 54 million pesos
charge related to the amortization of the loss derived from the
payment of deposits under judicial injunctions, in accordance
with Central Bank's regulations (which does not imply that the
Bank waives its right to demand a future compensation), ii) the
registration of general provisions, and iii) the provisions
registered in Other expenses during the quarter to cover the
taxable deferred asset stemming from the use of the deferred
tax method, the opposite entry of which is included in Other
income.

The lower loss registered during the present quarter as
compared to the September 2004 quarter is mainly explained by
lower general provision charges and a change in the accounting
criteria in the provisions registered to cover the taxable
deferred asset stemming from the use of the deferred tax
method.

The Bank determined the charge for income tax by applying the
effective 35% rate to taxable income estimated for each period
considering the effect of temporary differences between book
and taxable income. The Bank considered as temporary
differences those that have a definitive reversal date in
subsequent years. As of September 30, 2005 and December 2004,
the Bank has estimated the existence of a net operating loss
for income tax purposes.

Given the objection from the Central Bank to the capitalization
of items arising from the application of the deferred tax
method, the Bank has set up a provision for the net balance
between the deferred tax assets and liabilities.

As of September 30, 2005 and December 31, 2004, the Bank
records under Other Receivables (in the Tax Advance account) a
taxable deferred asset amounting 253 million pesos and 118
million pesos, respectively.

Income from equity investments

Income from equity investments sets forth net income from
related companies, which are not consolidated, mainly the
Consolidar Group. During the September 2005 quarter, the Bank
registered a 5.8 million pesos gain from its stake in the
Consolidar Group.

Following the resolutions of the Ordinary and Extraordinary
Shareholder's Meeting, held last April 28, the Bank absorbed
accumulated losses corresponding to the fiscal years 2002, 2003
and 2004, the Non-appropriated earnings of which totaled
1,479,003,460 pesos.

On the other hand, during the present fiscal year, the Bank
registered an asset corresponding to the minimum presumed
income tax for the fiscal years 2001, 2002, 2003 and 2004 for a
total amount of approximately 92 million pesos, which
counterpart is accounted for in "Income (loss) adjustment to
prior year", under Stockholders equity. The corresponding
adjustment for fiscal year 2005 was registered in the income
Statement, under income tax, representing a 6.9 million pesos
gain. Furthermore, the Bank accounted for 8 million pesos
(loss) adjustment to prior year related to software and to
value transportation expenses, corresponding to the previous
fiscal year and registered during 2005.

As of September 30, 2005 BBVA Banco Frances's shareholders
equity amounted to 1.8 billion pesos with a 1 billion pesos
excess capital over minimum requirements in accordance to
Central Bank regulations.

The higher capitalization of BBVA Banco Frances's as compared
to a year ago is mainly related to a 365 million pesos capital
increase, carried out during October-November 2004 in
Argentina, and to the aforementioned adjustment coming from the
minimum presumed income tax.

Recent developments

Following the completion of the due diligence process related
to the sale of Credilogros Compania Financiera S.A. to "Banco
de Servicios y Transacciones S.A." and "Grupo de Servicios y
Transacciones S.A.", which took place during the second quarter
of 2005, the aggregate price for the transaction remained at
US$16.9 million. Such transaction is still subject to the
approval of the Central Bank of the Republic of Argentina.

CONTACT: Banco Frances S.A.
         Reconquista 165-199
         Buenos Aires, Argentina
         Phone: 54-11-346-4310
         Web site: http://www.bancofrances.com.ar


BERSA: Provincial Government Seeks 18% Stake in Bank
----------------------------------------------------
Argentina's Entre Rios province is looking to acquire an 18%
stake in provincial bank Banco de Entre Rios (BERSA), reports
Business News Americas. Nuevo Banco de Santa Fe, which is owned
by local Eskenazi group, secured approval from the Central Bank
in August to buy BERSA for ARS172 million (US$58 million).
Along with the approval was the condition that BERSA must
remain Entre Rios province's financial agent.

According to reports, Nuevo Banco president Enrique Eskenazi
said the purchase could only be made starting September 2006
and during a five-year period, in accordance with the terms
under which federal Banco Nacion sold BERSA to Nuevo Banco.

BERSA was one of three former Credit Agricole holdings that
passed into state hands when the French company exited
Argentina in 2002 in the midst of an economic crisis. Banco
Nacion took over the banks for the purpose of selling them back
to the private sector at a later stage.


CRESUD: Announces 6th Interest Installment to Note Holders
----------------------------------------------------------
CRESUD S.A.C.I.F. and A posted a summary of the payment of
notice of the sixth install of interests related to the
Company's Convertible Notes in a principal amount of
US$50,000,000, due 2007, informing that it will begin payment
on November 14, 2005.

The Convertible Notes were issued on November 14, 2002.

Payment Agent: The Bank of New York

Payment date: November 14, 2005

Payment hours: From 10:00 a.m. to 3:00 p.m.

Installment number: Sixth installment of interests

Period comprised by the payment: November 14, 2004/ November
14, 2005

Concept of payment: Interests (100%)

Payment currency: United States Dollars

Capital Outstanding: US$37,009,848

Annual Nominal Interest: 8.00%

Amount of interests being paid: US$1,480,393.92

The interests will be paid to the people who were registered,
with the Register Agent, as holder of the Convertible Notes on
November 1, 2005.

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


CRESUD: Holders Consider Supervisory Committee Administration
-------------------------------------------------------------
Majority of the shareholders of CRESUD S.A.C.I.F. and A have
approved the consideration of the administration of the
Supervisory Committee, along with other matters.

The Company reported to the Comision Nacional de Valores in a
letter dated November 3, 2005 that the shareholders meeting
held on November 1, 2005, which make an adjournment until
November 29, 2005 at 5:00 p.m. on Bolivar 108, first floor,
Buenos Aires, Argentina have resolved:

FIRST: DESIGNATION OF TWO SHAREHOLDERS TO APPROVE AND SIGN THE
MINUTES OF THE SHAREHOLDERS' MEETING. It was approved by
majority the designation of The Northern Trust and The Bank of
New York to approve and sign the minutes of the shareholders
meeting.

SECOND: CONSIDERATION OF THE DOCUMENTATION STATED IN LAW
19,550, ARTICLE 234, CLAUSE 1, CORRESPONDING TO THE ECONOMIC
FISCAL YEAR ENDED IN JUNE 30, 2005. It was approved by majority
the analyzed documentation.

THIRD: CONSIDERATION OF THE ADMINISTRATION OF THE BOARD OF
DIRECTORY'S. It was approved by majority.

FOURTH: CONSIDERATION OF THE ADMINISTRATION OF THE SUPERVISORY
COMMITTEE. It was approved by majority.

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


DAGFA S.A.: Prepares to Reorganize
----------------------------------
Court No. 5 of Buenos Aires' civil and commercial tribunal,
with assistance from Clerk No. 10, issued a resolution opening
the reorganization of Dagfa S.A., La Nacion reports. This
pronouncement authorizes the Company to begin drafting a
settlement proposal with its creditors in order to avoid
liquidation. The reorganization allows Dagfa S.A. to retain
control of its assets subject to certain conditions imposed by
Argentine law and the oversight of the court appointed trustee.

Mr. Marcelo Carlos Rodriguez will serve as trustee during the
course of the reorganization. He will be validating creditors'
proofs of claim until Feb. 3, 2006.

Dagfa S.A. will present the completed settlement proposal to
its creditors during the informative assembly scheduled on Oct.
26, 2006.

CONTACT: Dagfa S.A.
         Murguiondo 2728
         Buenos Aires

         Mr. Marcelo Carlos Rodriguez, Trustee
         Av. Corrientes 746
         Buenos Aires


DBA S.R.L.: Court Finds in Creditor's Favor
-------------------------------------------
Court No. 5 of Buenos Aires' civil and commercial tribunal
declared DBA S.R.L. bankrupt, says La Nacion. The ruling comes
in approval of the petition filed by the Company's creditor,
Magel S.A., for nonpayment of $14,509.46 in debt.

Trustee Maria Gascio will examine and authenticate creditors'
claims until Dec. 23, 2005. This is done to determine the
nature and amount of the Company's debts. Creditors must have
their claims authenticated by the trustee by the said date in
order to qualify for the payments that will be made after the
Company's assets are liquidated.

Clerk No. 10 assists the court on the case, which will conclude
with the liquidation of the Company's assets.

CONTACT: DBA S.R.L.
         Callao 420
         Buenos Aires

         Ms. Maria Gascio, Trustee
         San Martin 793
         Buenos Aires


ECORIN S.A.: Court Designates Trustee for Liquidation
-----------------------------------------------------
Buenos Aires accountant Mr. Oscar Alfredo Arias was assigned
trustee for the liquidation of local company Ecorin S.A.,
relates Infobae.

Mr. Arias will verify creditors' claims until Feb. 7, 2006, the
source adds. After that, he will prepare the individual
reports, followed by the general report. The dates for the
submission of the reports are yet to be determined.

CONTACT: Mr. Oscar Alfredo Arias, Trustee
         Carlos Pellegrini 1063
         Buenos Aires


IRSA: Local Fitch Maintains `BB(arg)+' Rating on $250M Bonds
------------------------------------------------------------
Fitch Argentina Calificadora de Riesgo S.A. reaffirmed its
`BB(arg)+' rating on US$250 million worth of corporate bonds
issued by IRSA- Inversiones y Representaciones S.A., the CNV
reported on its Web site. The undated issue carries the
description "Programa Global de Obligaciones."

The rating action, which was taken based on the Company's
financial status as of June 30, 2005, means that the issue
carries an adequate credit risk relative to other issues in
Argentina.

IRSA Inversiones y Representaciones Sociedad Anonima (NYSE:
IRS)(BCBA: IRSA) is the largest real estate company in
Argentina.

CONTACT: IRSA Inversiones y Representaciones S. A.
         Alejandro Elsztain, Director
         Gabriel Blasi, CFO
         Tel: +011-5411 4323-7449
         E-mail: finanzas@irsa.com.ar


IRSA: Initiates 6th Interest Installment
----------------------------------------
IRSA Inversiones y Representaciones Sociedad Anonima informed
that on November 14, 2005, it will start the payment to the
holders of the sixth installment of interests related to the
Convertible Notes issued on November 14, 2002.

The Company presented the summary of the payment notice of the
sixth installment of interests related to the Company's
Convertible Notes in a principal amount of US$100,000,000, Due
2007.

IRSA Inversiones y Representaciones S.A. Convertible Notes in a
principal amount of US$100,000,000, Due 2007

Payment Agent: The Bank of New York

Payment date: November 14, 2005

Payment hours: From 10:00 a.m. to 3:00 p.m.

Installment number: sixth installment of interests

Period comprised by the payment: November 14, 2004 / November
14, 2005

Concept of payment: Interests (100%)

Payment currency: United States Dollars

Capital Outstanding: US$56,980,997

Annual Nominal Interest: 8.00%

Amount of interests being paid: US$2,279,239.88

The interests will be paid to the people who were registered,
with the Register Agent, as holder of the Convertible Notes on
November 1, 2005.

CONTACT: IRSA Inversiones y Representaciones S. A.
         Alejandro Elsztain, Director
         Gabriel Blasi, CFO
         Tel: +011-5411 4323-7449
         E-mail: finanzas@irsa.com.ar


LYBRA INTERNATIONAL: Liquidates Assets to Pay Debts
---------------------------------------------------
Lybra International Holding Group S.A. will begin liquidating
its assets following the pronouncement of Buenos Aires' civil
and commercial court that the Company is bankrupt, Infobae
reports.

The bankruptcy ruling places the Company under the supervision
of court-appointed trustee, who will verify creditors' proofs
of claim. The validated claims will be presented in court as
individual reports on.

The trustee will also submit a general report, containing a
summary of the Company's financial status as well as relevant
events pertaining to the bankruptcy. The name of the trustee as
well as the dates for the end of the verification phase and the
submission of the reports are yet to be disclosed.

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


PAPAZZI S.R.L.: Initiates Bankruptcy Proceedings
------------------------------------------------
Buenos Aires' civil and commercial court declared Papazzi
S.R.L. "Quiebra," reports Infobae.

Mr. Tito Jorge Gargaglione, who has been appointed as trustee,
will verify creditors' claims until March 2, 2006 and then
prepare the individual reports based on the results of the
verification process.

The individual reports will then be submitted to court on May
9, 2006, followed by the general report on June 20, 2006.

CONTACT: Mr. Tito Jorge Gargaglione, Trustee
         Medrano 833
         Buenos Aires


PUBLIMODA S.A.: Judge Approves Bankruptcy
-----------------------------------------
Publimoda S.A. was declared bankrupt after Court No. 25 of
Buenos Aires' civil and commercial tribunal endorsed the
petition of Mr. Antonio Guevara for the Company's liquidation.
Argentine daily La Nacion reports that Mr. Guevara has claims
totaling $12,722 against Publimoda S.A.

The court assigned Mr. Oscar Epstein to supervise the
liquidation process as trustee. Mr. Epstein will validate
creditors' proofs of claim until Dec. 22, 2005.

The city's Clerk No. 50 assists the court in resolving this
case.

CONTACT: Publimoda S.A.
         Melincue 3387
         Buenos Aires

         Mr. Oscar Epstein, Trustee
         Viamonte 1620
         Buenos Aires


TELEFONICA DE ARGENTINA: TPI Buys Telinver for $74M
---------------------------------------------------
Spanish phone directory company Telefonica Publicidad e
Informacion SA has bought Argentine directory company Telinver
for US$74 million from Telefonica de Argentina, reports Dow
Jones Newswires. TPI said the deal, to be completed in the next
couple of days, will be financed with debt. TPI and Telefonica
de Argentina are both units of Spain's Telefonica SA.

CONTACT:  External Communications
          Av. I. Huergo 723 19 Floor Zip Code 1107AOH
          Buenos Aires, Argentina
          Phone: 4332-2051
          Fax: (54-11) 4303-5586 ext. 4960
          E-Mail: prensa@telefonica.com.ar
          http://www.telefonica.com.ar/saladeprensa



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

SEA CONTAINERS: Offers Remaining rient-Express Hotel Shares
-----------------------------------------------------------
Sea Containers Ltd. (NYSE: SCRA , NYSE: SCRB) announced Tuesday
that it is offering for sale in an underwritten public
offering, subject to market and other conditions, 8.61 million
class A common shares of Orient-Express Hotels Ltd. (NYSE:
OEH). At the current market price of about $31, Sea Containers
would realize approximately $267 million in gross proceeds. In
addition, Sea Containers plans to grant the underwriters a 30-
day option to purchase up to an additional 1.29 million class A
shares of Orient-Express Hotels to cover overallotments, if
any.

Assuming that the underwriters exercise their overallotment
option in full, Sea Containers will no longer own any shares of
Orient-Express Hotels after Sea Containers sells these 9.90
million class A common shares.

Sea Containers plans to use the proceeds from the sale of the
class A common shares to repay a portion of its outstanding
indebtedness and for general corporate purposes. Orient-Express
Hotels will receive no proceeds from the sale.

Citigroup Global Markets Inc. is acting as sole book-running
manager for this offering, Merrill Lynch & Co. as joint lead
manager, and Scotia Capital (USA) Inc. as co-manager.

CONTACT: Sea Containers Ltd.
         Ian Durant, Chief Financial Officer
         Tel: +44-(0)-20-7805-5803
         Email: ian.durant@seacontainers.com

         William W. Galvin III
         The Galvin Partnership
         Tel: +1-(203)-618-9800
         Email: wwg@galvinpartners.com
         http://www.seacontainers.com



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

BANCO DO BRASIL: Outlook on BB- LTFC Rating Changed to Positive
---------------------------------------------------------------
Standard & Poor's Ratings Services revised Tuesday the outlook
on the BB- long-term foreign currency rating of Banco do Brasil
S.A. to positive from stable, following the revision of the
foreign currency outlook of Brazil (Federative Republic of).

The outlook on Banco do Brasil's local currency rating remains
stable, reflecting Standard & Poor's current perception of
industry and economic risks for the banking industry in Brazil.

Banco do Brasil S.A. is categorized as a commercial bank, and
its ratings reflect the bank's intrinsic credit issues in the
context of proven commitment and support demonstrated by the
Federative Republic of Brazil.


BANCO DO NORDESTE: S&P Revises Outlook on LTFC, LTLC Ratings
------------------------------------------------------------
Standard & Poor's Ratings Services revised Tuesday the outlook
on the BB- long-term foreign currency rating of Banco do
Nordeste do Brasil S.A. (BNB) to positive from stable,
following the revision of the foreign currency outlook of
Brazil (Federative Republic of).

At the same time, Standard & Poor's revised the outlook on
BNB's BB long-term local currency rating to positive from
stable.

The revisions came after Standard & Poor's affirmed the 'BB-'
foreign currency and 'BB' local currency ratings for Brazil and
revised the outlooks on both to positive from stable.

The positive outlook on BNB's local and foreign currency
ratings show that the bank's credit quality should follow that
of the sovereign, as Standard & Poor's considers it to be
closely integrated into the government and its finances, and
that there are strong incentives for the sovereign to support
it.


BNDES: S&P Changes LTFC, LTLC Ratings Outlook to Positive
---------------------------------------------------------
Standard & Poor's Ratings Services revised Tuesday the outlook
on the BB- long-term foreign currency rating of Banco Nacional
de Desenvolvimento Economico e Social S.A. (BNDES) to positive
from stable, following the revision of the foreign currency
outlook of Brazil (Federative Republic of).

At the same time, Standard & Poor's revised the outlook on
BNDES' BB long-term local currency rating to positive from
stable.

The revisions came after Standard & Poor's affirmed the 'BB-'
foreign currency and 'BB' local currency ratings for Brazil and
revised the outlooks on both to positive from stable.

The positive outlook on BNDES' local and foreign currency
ratings show that the bank's credit quality should follow that
of the sovereign, as Standard & Poor's considers it to be
closely integrated into the government and its finances, and
that there are strong incentives for the sovereign to support
it.

Established in 1952 as a federal agency, BNDES became a
government-owned enterprise subject to private company law with
its own share capital in 1971. Although there are other
development banks in Brazil, BNDES is the largest supplier of
long-term debt and equity financing to Brazilian private- and
public-sector enterprises. The bank is key in implementing the
government's economic strategy, which places particular
emphasis on private-sector investment projects and public-
sector infrastructure projects. BNDES provides below-market
borrowing rates for priority industries and impoverished
regions.


ELETROBRAS: S&P Ups LTFC, LTLC Ratings Outlook to Positive
----------------------------------------------------------
Standard & Poor's Ratings Services revised Tuesday the outlook
on the BB- long-term foreign currency rating of Eletrobras
Centrais Eletricas Brasileiras S.A. (Eletrobras) to positive
from stable.

At the same time, Standard & Poor's revised the outlook on the
BB long-term local currency rating of Eletrobras to positive
from stable.

The revisions came after Standard & Poor's affirmed the 'BB-'
foreign currency and 'BB' local currency ratings for Brazil and
revised the outlooks on both to positive from stable.

The positive outlook on the local and foreign currency ratings
of Eletrobras show that the entity's credit quality should
follow that of the sovereign, as Standard & Poor's considers it
to be closely integrated into the government and its finances,
and that there are strong incentives for the sovereign to
support it.


GERDAU: Projects 50% Production Boost In Colombia By 2008
---------------------------------------------------------
Production at the two Gerdau Group steel mills in Colombia will
increase by 50% in the next three years, from 400,000 to
600,000 metric tons. By 2008, US$50 million will be invested in
the various units and in the implementation of new management
technologies. Employee training initiatives will also increase
productivity.

The production increase will take place at units located in the
cities of Tuta and Cali, and will focus on industrial and civil
construction products for the domestic market. "Colombia is a
strategic market for the Gerdau Group, with great growth
potential in the immediate future," said president Jorge Gerdau
Johannpeter.

From January through June 2005, 95% of the steel produced at
the Gerdau Group's mills in Colombia was absorbed by the
domestic market, with the remaining 5% going to neighboring
countries and the United States. The operations generate 2,000
jobs at eight units: two steel mills, two downstream operations
and four rebar fabricating centers for the civil construction
sector.

In December 2004, the Gerdau Group signed an agreement to
purchase shares of the companies Diaco and Sidelpa, as part of
a scaled acquisition of the holdings of their majority
shareholders, the Mayaguez Group and Latinamerican Enterprise
Steel Holding. Gerdau currently holds 57% of Diaco capital
stock and has invested US$80 million in the country. Diaco is
Colombia's largest producer of steel for civil construction,
and Sidelpa is the country's only producer of specialty steel.

Gerdau Group: largest producer of long steel in the Americas

The Gerdau Group is the largest producer of long steel in the
Americas, with 29 mills in Brazil, Argentina, Canada, Chile,
Colombia, the United States and Uruguay. In 2004, it produced
13.4 million metric tons of steel, with sales revenues totaling
US$8.8 billion and net profit of US$1.3 billion. Gerdau is the
second largest recycler in the Americas, processing more than
11 million metric tons of scrap per year. Its shares are listed
on stock exchanges in Brazil, the United States, Canada and
Spain (Latibex).

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


GERDAU: Reports Improved Revenue for Jan-Sep Period
----------------------------------------------------
Gross revenue - Consolidated gross revenue in the first nine
months of 2005 reached R$ 19.5 billion, an increase of 11.3%
over the same period in 2004. The main contributors to this
increase are the consolidation of the North American units
acquired on November 2004 (North Star Steel), the improved
performance of the South American operations and the greater
volume exported in 2005. The Brazilian operations contributed
with 52.2% of the revenues of the period (R$ 10.2 billion), the
North American companies with 43.1% (R$ 8.4 billion) and those
in Chile, Uruguay and Argentina with 4.7% (R$ 915.9 million).
Revenues generated by companies abroad added to Brazilian
units' exports represented 60.8% of the consolidated gross
revenues in the first nine months of 2005.

Net Profit - In the period between January and September 2005,
the net consolidated income reached R$ 2.5 billion, 1.2%
greater than in the same period in 2004. The operations in
Brazil presented a net income of R$ 1.9 billion, 22.7% greater
than that of the first nine months of 2004. In North America
net profit reached R$ 478.0 million compared to R$ 775.4
million, and in South America, excluding Brazil, of R$ 104.5
million compared to R$ 135.4 million. The net consolidated
margin in the first nine months of 2005 was 15.4%.

Exports - Shipments to clients abroad out of Brazil accumulated
2.1 million metric tons through September this year, 11.0%
greater than that of the same period in 2004. These shipments
generated revenues of US$ 949.7 million compared to US$ 753.0
million in the previous year.

EBITDA - The operational cash generation through September as
represented by EBITDA (gross profit minus SG&A plus
depreciation and amortization), reached R$ 3.9 billion. This
total represents 23.7% of net revenues.

Output - The output of slabs, blooms and billets in nine months
reached 10.3 million metric tons, presenting an increase of
2.8% compared to the same period in 2004. Output of rolled
products in the same period reached 8.0 million metric tons,
3.6% greater than the volume for the same period in 2004.

Third quarter dividends - Dividends pertaining to the third
quarter will be paid on November 30th. Based on shareholdings
held on the 18th of November, shareholders of Metalurgica
Gerdau S.A. will be paid R$ 92.5 million (R$ 0.75 per share)
and those of Gerdau S.A. R$ 198.9 million (R$ 0.45 per share).
Dividends for the first three quarters of the year totaled R$
279.0 million at Metalurgica Gerdau S.A. and R$ 610.3 million
at Gerdau S.A. The dividend yield (dividends per share of the
last four quarters/stock quote on November 4th) and of 8.6% and
of 6.4% per year, accordingly.

Gerdau takes control of Sipar - Gerdau signed an agreement in
September for the acquisition of 35.98% of shares issued by
Sipar Aceros S.A., long steel rolling mill located in Province
of Santa Fe, Argentina. This stake added to the 38.46% already
owned by Gerdau, represents 74.44% of the stock capital of
Sipar Aceros S.A. The disbursement for this additional stake
will be of US$ 40.5 million throughout the next three years.

Stake in Diaco reaches 57.1% - At the end of the third quarter,
Gerdau concluded the acquisition of a 57.1% stake in Diaco
S.A., the largest rebar manufacturer in Colombia. The
investment was US$ 75.2 million.

Balance Sheet consolidates new acquisitions - With the
conclusion of the acquisition process mentioned above, the
balance sheet consolidated on September 30th includes all the
assets and liabilities of Sipar and Diaco. Given that these
operations were concluded at the end of the third quarter, the
financial results of the period and the accumulated year-to-
date reflect the proportional consolidation of Sipar (38.5%).
Both will be consolidated in full in the fourth quarter.

Perpetual Bond Issue - Gerdau S.A. concluded the issuance of
its first Guaranteed Perpetual Senior Securities on September
22nd, for a total of US$ 600 million. Interest will be of
8.875% per year, to be paid on a quarterly basis starting
December 22nd 2005. Gerdau S.A. may redeem these titles on
September 22nd, 2010 or as of this date at every interest
payment. This operation got a Ba1 rating (stable) from Moody's
Investor Service, Inc., BB- (stable) from Standard & Poor's and
BB- (stable) from Fitch Ratings.

Issue of euro commercial paper - On October 12th Gerdau
concluded its third issue of euro commercial paper in a total
amount of US$ 200 million, with maturity on October 11th 2006
and interest at 5.0% per year.

Anefac-Fipecafi-Serasa Award - Gerdau has been a top 10 nominee
for the sixth consecutive year at the "Anefac-Fipecafi-Serasa
Award - Transparency Trophy" for the best accounting reports in
2004. Eligible for the award are all companies based in Brazil
and selected among the top 500 largest and best private
companies in the fields of commerce, industry and services,
except for financial services in addition to the top 50 state-
owned companies. The evaluation criteria include: quality and
degree of information, disclosure, adherence to accounting
principles, layout, readability, concision, clarity and the
disclosure of information not legally required such as cash
flow statement, value added, EBITDA and Social Balance.

Output and Sales

Output of slabs, blooms and billets in the third quarter of
2005 at the Gerdau companies reached 3.3 million metric tons, a
volume 6.2% lower than that of the second quarter and reflect
an adjustment in output relative to demand and company
inventories. Output in nine months reached 10.3 million metric
tons, presenting an increase of 2.8% compared to the same
period in 2004.

The Brazilian operations contributed with 50.6% to the
accumulated output for the year, while the North American
operations contributed with 46.1% and the South American
operations (Brazil excluded) with the remaining 3.3%. The
increase in the first nine months of 2005 compared to the same
period in 2004 is a consequence of the incorporation of the new
North American units last November.

The output of rolled products in the quarter totaled 2.6
million metric tons, 2.8% less than that of the second quarter.
The units in Brazil saw output increase of 0.7%. The other
South American countries (Chile, Argentina and Uruguay) had an
increase of 0.5%, with volumes reaching 1.0 million metric tons
and 123.7 thousand metric tons, respectively. Output in North
America reached 1.5 million metric tons, a decrease of 5.3%, as
a consequence of the temporary stoppage at the Beaumont, TX
unit, and due to adjustments in output relative to company
inventories.

From January through September rolled product output reached
8.0 million metric tons, 3.6% greater than that of the same
months in 2004.

Third quarter consolidated sales totaled 3.4 million metric
tons and remained at levels similar to those of the second
quarter. Of this total, 622.0 thousand metric tons were
exported from Brazil, and 1.9 million metric tons were shipped
by companies abroad and represent 73.0% of the volume shipped
in the period.

The months of January through September saw consolidated sales
reach 10.2 million metric tons, presenting an increase of 7.7%
compared to the same period in 2004 due to the improved
performance of the South American operations (ex-Brazil) and to
the new North American units. In Brazil, as a consequence of
the decrease in shipments to the domestic market (-13.4%)
throughout the year, exports increased 11.0%, reaching 2.1
million metric tons (US$ 949.7 million) in the period. It is
worthwhile remembering that the long steel inventories with
consumers and distributors are now back to normal at historical
levels which should lead to a better balance between supply and
demand in the future.

Results

Net revenues reached R$ 5.1 billion in the third quarter this
year, 6.3% less than in the second quarter, due to the
appreciation of the Brazilian currency in the period which had
a negative impact on revenues generated in U.S. dollars both
with exports and from operations abroad, when converted into
reais. Year-to-date net revenues (R$ 16.4 billion) increased
11.3%, basically reflecting the increase of 7.7% in tonnage
shipped in the period.

Operations in Brazil contributed with R$ 7.8 billion to net
revenues of the first nine months of the year, 47.4% of the
total. Business in North America generated revenues of R$ 7.8
billion and the South American units R$ 793.0 million, 47.8%
and 4.8%, accordingly.

Gross profit reached R$ 1.4 billion in the third quarter
allowing for a gross margin of 26.8% in the period remaining at
the same levels of the preceding quarter. Year-to-date, gross
margin reached 27.1%.

SG&A (R$ 305.3 million) increased 34.1% in the quarter, a
consequence of cost increases in the long term incentive
program at Gerdau Ameristeel. Although there was an atypical
increase in these expenses in the quarter, the percentage for
nine months of SG&A on top of net revenues remained relatively
stable at 5.0%.

Operating cash flow represented by EBITDA reached R$ 1.1
billion in the third quarter, representing a margin of 22.5% in
the period. Through September this year, EBITDA reached R$ 3.9
billion and the margin 23.7%.

The financial result for the quarter (financial expenses minus
financial revenues) was positive R$ 190.3 million, due to the
return on financial investments and to the favorable impact of
the appreciation of the real vis-a-vis the U.S. dollar on debt
denominated in foreign currency by companies headquartered in
Brazil. Revenues with FX and monetary variations included in
the financial results totaled R$ 164.5 million in the quarter.

The impact of the appreciation of the real vis-.-vis the U.S.
dollar had a positive impact on indebtedness, but was negative
with regards to investments abroad. This resulted in an equity
pick up of minus R$ 104.9 million in the quarter. This total
includes fiscal incentive reserves and goodwill amortized in
the period.

Net profit reached R$ 811.6 million in the third quarter of
2005, presenting a net margin of 15.9%. From January through
September, accumulated net profit reached R$ 2.5 billion, an
increase of 1.2% over the same period in 2004 and net margin of
15.4%.

Investments

Fixed asset investments in the third quarter totaled US$ 178.9
million, destined mostly to the construction of the new mill in
Aracariguama (SP), to the expansion of the installed capacity
at the Ouro Branco (MG) mill and to the mills in North America.
Investments for the nine months total US$ 542.8 million.

In addition to the investments mentioned above, Gerdau
concluded still in September the acquisition of 35.98% of Sipar
Aceros S.A. (Argentina). This rendered Gerdau with the control
of that company. It has also taken over control of Diaco S.A.
(Colombia), in which Gerdau now holds a stake of 57.1%. The
amounts involved in these operations totaled US$ 40.5 million
and US$ 75.2 million, respectively.

Indebtedness

Net debt on September 30th was R$ 2.6 billion, 18.8% less than
on June 30th, 2005, as a result of the appreciation of the real
compared to the U.S. dollar (reducing the dollar-based debt by
Brazilian-based companies when converting into reais) and cash
generation in the period.

Of the total indebtedness, 17.5% was short term (R$ 1.3
billion) and the remaining 82.5% long term (R$ 6.0 billion).

Gerdau S.A. concluded, on September 22nd, the placement of its
first issue of Guaranteed Perpetual Senior Securities
(Perpetual Bonds), for a total of US$ 600 million. Interests
are 8.875% per year, to be paid on a quarterly basis starting
December 22nd, 2005. Gerdau S.A. may redeem these bonds on
September 22nd, 2010 or from the former date at every interest
payment thereafter. This transaction got a Ba1 (stable) rating
from Moody's Investor Service, Inc., BB- (stable) from Standard
& Poor's and BB- (stable) from Fitch Ratings. The geographical
distribution of the bonds was as follows: 46% Asia, 32% Europe,
20% USA and 2% Brazil. The majority of bond buyers were Private
Banking institutions and high net worth individuals.

With the goal of extending the average life span of its
indebtedness, the perpetual bond contributed substantially in
achieving this objective. The Average debt duration almost
doubled with this issue, going from 4.0 to 9.1 years.

October 12 saw the conclusion of the third issue of a euro
commercial paper in the amount of US$ 200 million, with final
maturity on October 11th, 2006 and interests of 5.0% per year.

Cash and Cash equivalents available on September 30th totaled
R$ 4.7 billion, of which R$ 1.7 billion (35.4%) were pegged to
foreign currencies, namely the U.S. dollar.

On November 3rd, Standard & Poor's announced the
reclassification of currency risk in foreign currency for some
Latin American, Asian and Pacific region companies. Gerdau, in
particular, it reclassified it from BB- (stable) to BB+
(stable), which means that the company's rating improved two
notches in the risk scale for this rating agency and is one
notch below investment grade rate.

Non-Consolidated Data

Metalurgica Gerdau S.A.

Dividends for the third quarter will be paid on November 30th
and total R$ 92.5 million and are equivalent to R$ 0.75 per
share. The year-to-date total adds up to R$ 279.0 million, that
is, R$ 2.26 per share currently issued. The sum of dividends
paid in the last four quarters renders a dividend yield
(dividends per share of the last four quarters/stock quote on
November 4th) of 8.6% calculated base don the stock quote of R$
41.40 per share as recorded on November 4th, 2005.

At the Sao Paulo Stock Exchange, Metalurgica Gerdau S.A. (GOAU)
shares moved R$ 2.1 billion in the first nine months of 2005,
with 94,727 trades in the period. Compared to the same months
in 2004, this volume increased 47.5% and the number of trades
jumped 122.0%. Trades in the period totaled 48.9 million
shares, 95.5% more than in the previous year. From January
through September 2005, trading with preferred shares that are
part of the Bovespa index, had a daily trading average of R$
9.5 million compared to R$ 6.9 million in the same period in
2004.

Metalurgica Gerdau S.A. reached a net profit of R$ 323.7
million in the third quarter, 5.5% less than in the second
quarter as a consequence of a lower equity pick up from
investments in controlled and subsidiary companies. For the
year-to-date, accumulated net income was R$ 977.8 million, 5.3%
less than in the same period in 2004. This profit represents R$
2.62 per share in the quarter and R$ 7.93 per share in the
year.

On December 30th, 2005, shareholders' equity was R$ 3.7
billion, representing R$ 30.33 per share of net worth.

Gerdau S.A.

Dividends for the third quarter will be paid on November 30th
and total R$ 198.9 million and are equivalent to R$ 0.45 per
share. year-to-date total adds up to R$ 610.2 million, that is,
R$ 1.38 per share currently issued. The sum of dividends paid
in the last four quarters renders a dividend yield of 6.4%
calculated based on the stock quote of R$ 31.73 per share as
recorded on November 4th, 2005.

From January through September 2005, Gerdau S.A. (GGBR) shares
moved R$ 7.1 billion at the Sao Paulo Stock Exchange. This
volume represents an increase of 65.6% compared to the same
period in 2004. There were 230.2 million shares traded in
270,878 deals, which surpassed by 153.0% and 92.0%,
respectively, the numbers for the first nine moths of the
previous year. The daily average trade of preferred shares in
the period - these shares are part of the Bovespa Index -
reached R$ 33.3 million compared to R$ 21.8 million in 2004.

Gerdau S.A. (GGB) ADRs moved US$ 2.2 billion at the New York
Stock Exchange (NYSE), with 166.5 million shares traded through
September this year. Comparing to the same period in 2004,
there was a improvement of 174.6% in the financial amount and
235.0% in the volume of ADRs traded. The daily average trading
reached US$ 11.4 million.

At Latibex (Madrid Stock Exchange), 1.3 million Gerdau S.A.
(XGGB) preferred shares were traded, moving ? 13.3 million
during the first nine months this year. Compared to the same
period in 2004, there was an increase of 364.1% and 259.5%,
respectively.

Net profit at the company reached R$ 700.5 million in the third
quarter, 5.8% lower than that of the second quarter. Net profit
for the first nine months of the year was R$ 2.1 billion, 2.6%
less than in the same period in 2004. This represents a profit
of R$ 1.58 per share in the quarter and R$ 4.84 per share year-
to-date.

On September 30th, 2005, shareholders' equity was R$ 7.8
billion, representing R$ 17.61 per share of net worth.

Gerdau Ameristeel Corporation

Gerdau Ameristeel (GNA.TO) moved Cdn$ 587.4 million at the
Toronto Stock Exchange in the first nine months of the year and
traded 87.1 million shares. These numbers present an evolution
of 168.8% and 110.4%, respectively, compared to the same period
in 2004. The average daily trading volume surpassed the Cdn$
1.2 million, in 2004, to Cdn$ 3.1 million, in 2005.

At the New York Stock Exchange (NYSE), the company shares (GNA)
moved US$ 258.6 million in the period of January through
September 2005, a daily average trading of US$ 1.4 million.
There were 46.6 million shares traded in the period. It is
worth mentioning that the Gerdau Ameristeel started trading at
the NYSE in October 2004.

Net revenues for the third quarter adjusted to Brazilian
accounting norms reached R$ 2.4 billion, 3.3% lower than in the
second quarter. Through September, net revenues accumulated R$
7.8 billion, presenting an increase of 14.2%, due to the
consolidation of the mills acquired abroad in 2004.

EBITDA reached R$ 350.0 million in the third quarter this year,
9.3% lower than that of the second quarter. EBITDA margin
presented a slight decrease in the period due to the increase
in operating expenses, reaching 14.4%. The EBITDA accumulated
through September was R$ 1.1 billion, with a margin of 14.7%.

Net income for the third quarter reached R$ 118.6 million,
presenting a net margin of 4.9% in the period. Year-to-date,
net income has reached R$ 478.0 million, 38.4% lower than that
of the same period in 2004. Net margin was 6.1%, in 2005,
compared to 11.3%, in 2004.

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


LOCALIZA RENT: S&P Revises Outlook on BB- LTFC Rating
-----------------------------------------------------
Standard & Poor's Ratings Services revised Tuesday the outlook
on the BB- long-term foreign currency rating of Localiza Rent a
Car S.A. to positive from stable, following the revision of the
foreign currency outlook of Brazil (Federative Republic of).

The foreign and local currency ratings on Localiza Rent a Car
S.A. (Localiza) are now equalized and should move in tandem.

The positive outlook on Localiza's ratings reflects its
improving financial flexibility and capital structure, with a
more active presence in the domestic capital markets and the
resolution of refinancing risks.

Localiza operates in the car rental and fleet rental business
and in the fleet management and franchising of those
businesses. With 32 years of existence and 307 branches,
Localiza is currently the largest car rental in Latin America
in number of agencies and the pioneer in fleet rental and
management business in Brazil.

CONTACT:  Localiza Rent A Car S.A.
          Priscilla Duarte
          Tel: +5531-3247-7879, +5531-3247-7684
          Fax: priscila@localiza.com

          Investors: Silvio Guerra
          Tel: +5531-3247-7055
          E-mail: ri@localiza.com


MRS LOGISTICA: Outlook on BB- LTFC Rating Changed to Positive
-------------------------------------------------------------
Standard & Poor's Ratings Services revised Tuesday the outlook
on the BB- long-term foreign currency rating of MRS Logistica
S.A. to positive from stable, following the revision of the
foreign currency outlook of Brazil (Federative Republic of).

The foreign and local currency ratings on MRS Logistica S.A.
(MRS) are now equalized and should move in tandem.

The positive outlook on MRS' ratings reflects improved cash
flow credit measures, strong profitability, and Standard &
Poor's expectations that MRS' favorable market position in iron
ore transportation will permit the maintenance of this positive
cash flow trend, which is a key factor for financing its
investment strategy and maintaining indebtedness levels.

MRS Logistica operates 1,687 km of rails, which facilitate the
process of transport and distribution of cargoes in a region
that concentrates about 65% of national GDP and where the
Brazilian leading industrial complexes are installed. Through
MRS railway network is possible to reach the ports of Sepetiba,
in Rio de Janeiro, and Santos, in Sao Paulo.

CONTACT: MRS Logistica
         Marco Andre Guimaraes
         Treasurer

         Daniel Franca
         Financial Manager

         Maria Lucia Silveira
         Financial Analyst

         Praia de Botafogo,
         228, 1201-E
         22250-906 - Rio de Janeiro
         Tel: 55-21-2559-4600
         Fax: 55-21-2552-2635
         E-mail: daf@mrs.com.br


MRS LOGISTICA: Breaks Production, Profitability Records
-------------------------------------------------------
MRS Logistica S.A. (MRS) transported 28.1 million tons in the
3rd Quarter of 2005 (3Q05), 9.8% above the volume achieved in
3Q04. The company established a new monthly transportation
record in August, with 9.5 million tons shipped. This mark was
achieved, mainly, due to an increase in iron ore, coal and coke
volumes.

The total volume transported until the 3Q05 reached 80.4
million tons, 12.0% higher when compared with the same period
of last year. Heavy haul cargo and general cargo volumes were
up 13.0% and 9.0%, respectively, when compared with the same
period of last year.

Revenues, Costs and EBITDA

Gross revenues in 3Q05 reached BRL519.4 million, 20,4% higher
when compared with 3Q04, as a result not only of a rise in
volumes, but also of a 10.0% increase in the company's average
tariff throughout the period. The gross revenues in the first 9
months of 2005 reached BRL1,458.2 million, an improvement of
27.4% when compared with the same period of last year.

Fuel and lubricant costs were 32.0% higher than in the first 9
months of 2004, as a consequence of a 12.1% increase in volumes
shipped and a 8.3% rise in diesel prices throughout the period.
Confronted to the first 9 months of last year, material and
services costs rose 17.5% and 15.6%, respectively, due to an
increase in prices and volumes.

In the first 3 quarters of 2005, there was a significant rise
in depreciation costs (80.9%), mainly due to an increase in
capital expenditures in2004 and in 2005, especially in the
permanent way and in the purchase of locomotives and railway
cars.

EBITDA in 3Q05 amounted to BRL195.1 million, 9.7% and 0.4% over
3Q04 and 2Q05, respectively and the EBITDA margin in 3Q05
reached 44.3%.

The accumulated EBITDA until the 3Q05 totaled BRL571.1 million
and the 45.6% EBITDA margin beat the same period of last year
by
0.5%.

Operating and Net Income

Operating income, before financial effects, totaled BRL167.8
million in 3Q05, up 4.8% when confronted to 3Q04, but held
steady when compared with 2Q05.

Net income in 3Q05 reached BRL105.8 million, increasing
61.9% over the figures conquered in 3Q04 and 1.5% lower than
the figures achieved in 2Q05. In the first 9 months of 2005,
net income totaled BRL304.9 million, an increase of 108.2%
regarding the same period of last year. Improvement resulted
from higher operating income and decrease in exchange and
monetary variations throughout the period.

As a result of the sustained profitability reported by the
company, shareholders' equity amounted to BRL718.7 million in
3Q05, against BRL427.0 million in 3Q04.

Indebtedness

Net debt at 3Q05 was reduced to BRL272.3 million, 45.2% lower
than the BRL497.3 million recorded at 3Q04, as a result of the
increasing cash generation throughout the period. The net
debt/EBITDA (last 12 months) ratio in the first 9 months of
2005 was 0.37x, down from 0.54x in the 2Q05, a solid
improvement in the company's capacity to meet its financial
obligations. Below, a chart demonstrates the improvement of the
Net Debt/EBITDA ratio over the last years. In August the Senior
Notes released in 1997 amounting US$320 million were paid off.

Capital Expenditures

Capital expenditures totaled BRL261.1 million in the first 3
quarters of 2005. Highlights for the purchase of 29 GE C-36
locomotives acquired in the U.S. secondary market, 20 were
received in the 1Q05 and 9 in the 2Q05, all currently in
operation. Regarding the 716 GTD railway cars deal with Amsted
Maxion, 282 were already delivered in the 3Q05.

In the 3Q05 the following agreements should be highlighted:

- In September MRS closed an agreement with General Electric
for the purchase of 20 new locomotives C38EMI, and MRS will
have the option to purchase 30 more. These locomotives will fit
MRS' railway network, cargo and fleet requirements and improve
the fleet's reliability.

The delivery is scheduled to occur in October 2006.

- In August MRS closed an agreement with Loram Rail Equipment,
LLC, for the purchase of a High Production Shoulder Ballast
Cleaning Machine, whose production capacity is 3,000 meters per
hour. With this high productivity equipment the maintenance
cost and time will be considerably reduced.

- Purchase of 18,000 tons of the state of the art rail
(Hypereutectoid), which will be used on our main lines. MRS is
the only Railway Company in Brazil operating with such high
standard equipment.

Along 2005, capital expenditures should amount to R$550
million, with the objective of improving the railway's
capacity, reliability and safety.

Commercial/Operational Highlights

Throughout the quarter, several new projects/businesses should
be highlighted:

- Start of pig iron transportation for Cosipa, MRS expects to
transport from 10,000 to 12,000 tons per month.

- A transportation agreement with General Motors for the export
of automotive parts in CKDs from the Sao Jose dos Campos plant
through the port of Rio de Janeiro, with an estimated initial
volume of 320 TEUs per month.

- A transportation expansion agreement with Hamburg Sud
reaching the mark of 1,800 TEUs per month. Also opened the
Terminal of Tinaga in Mogi das Cruzes to serve the Express
Santos - Sao Paulo, with the same client.

- A 10-year Steel product transportation agreement with
Sider£rgica Barra Mansa, assuring the transportation of 600,000
tons per year, in both ways: Barra Mansa - Sao Paulo - Barra
Mansa. Taking steel products to Sao Paulo and returning with
scrap iron.

- Start of timber transportation to supply VCP (Votorantim
Celulose e Papel) in Jacarei-SP, MRS forecasts 216,000 tons per
year. With the same client MRS initiated the transportation of
paper addressed to the foreign market from the Luiz Antonio
plant through the Port of Santos.

- The MKBF (average distance between failures) statistics
improved to 33,080 km at the end of 3Q05, a 38.2% increase
regarding the same period of last year, due to the
intensification in the preventive maintenance of locomotives.

- Along 3Q05, the following records were broken.

  - Monthly container transportation record in August,
amounting 11,468 TEUs or 106,831 TUs.

  - Record serving the CRAGEA terminal in Suzano with 4,488
TEUs in August 2005.

  - Achieved the mark of half a million tons of Pig Iron for
exports, from the Pig Iron Minas Gerais' Pole, through the Port
of Rio de Janeiro.

CONTACT: MRS Logistica
         Praia de Botafogo 228, 1201-E
         22250-906 - Rio de Janeiro
         Phone: 55-21-2559-4600
         Fax: 55-21-2552-2635
         E-mail: daf@mrs.com.br


NET SERVICOS: Board Approves Capital Increase
---------------------------------------------
The Board of Directors of Net Servicos de Comunicacao S.A.
approved in a meeting held on November 8, 2005 the capital
increase within an authorized capital limit established in
Article 5 of the Bylaws, amounting to BRL85,656,440.32.

MINUTES OF THE BOARD OF DIRECTOR'S MEETING HELD ON NOVEMBER 8,
2005

Date, time and venue: On November 8, 2005, at 10 a.m., at the
Company's headquarters, at Rua Verbo Divino, 1.356 - 1o andar,
Chacara Santo Antonio, in the city of Sao Paulo, state of Sao
Paulo.

Attendance: Board members representing the quorum, as the
signatures stamped below.

Presiding Board: Jorge Luiz de Barros Nobrega - Chairman. Andre
Mller Borges - Secretary.

Agenda:

1. Approve the Company's capital increase, pursuant to
authorization included in the Company's Bylaws, upon private
issuance of common and preferred shares, for subscription by
shareholders and payment of capital upon capitalization of tax
incentives held by the controlling Shareholder ROMA
PARTICIPACOES LTDA. resulting from the amortization of
incorporated premium, in view of the merger of GLOBOTEL
PARTICIPACOES S.A. ("Globotel"), with due observance of Article
7, paragraph 1, of CVM Instruction 319/99, and pursuant to
clause 8 of Globotel Merger Filing.

2. Approve the results of the third quarter of 2005, as well as
the material disclosed to the market.

Resolutions: The members of the Board of Directors made the
following resolutions:

1. The members of the Board of Directors approved the Company's
capital increase, within an authorized capital limit
established in Article 5 of the Bylaws, amounting to
BRL85,656,440.32, and the Company's capital stock increased
from BRL3,388,615,744.96, to BRL3,474,272,185.28, upon the
capitalization of the tax benefits resulting from the
amortization of the incorporated premium, in view of the merger
of GLOBOTEL PARTICIPACOES S.A. ("Globotel"), with due
observance of Article 7, paragraph 1, of CVM Instruction 319/99
and pursuant to clause 8 of Globotel Merger Filing. This
benefit was received by the controlled companies Net Belo
Horizonte Ltda., Net Rio S.A., Net Brasilia Ltda. and Net Sao
Paulo Ltda. during the fiscal years ended December 31, 2003 and
December 31, 2004.

1.1. In accordance with the abovementioned CVM Instruction and
Article 171 of Law 6.404, as of December 15, 1976, shares will
be issued in contra-entry to the credit capitalization for the
benefit of the controlling Shareholder ROMA PARTICIPACOES
LTDA., assuring to the other Shareholders the option to
exercise their preemptive rights in the subscription of these
shares. The amounts paid by Shareholders that exercised the
preemptive rights will be submitted directly to ROMA
PARTICIPACOES LTDA., holder of the credit to be capitalized.

1.2. The capital increase maintains the same proportion of the
number of shares of all classes and existing classes, and each
shareholder shall exercise the preemptive right on shares that
are identical to those in their possession.

1.3. Shareholders shall exercise the preemptive right within
the maximum period of 30 (thirty) days, as from the date of
disclosure of these minutes as a Notice to Shareholders and the
following conditions must be observed:

1. CAPITAL INCREASE AMOUNT

BRL85,656,440.32 (eighty five million, six hundred and fifty
six thousand, four hundred and forty reais and thirty two
cents).

2. NUMBER AND TYPE OF SHARES TO BE ISSUED

NUMBER OF SHARES TYPE OF SHARES
39,706,606 (thirty nine million, seven hundred and six
thousand, six hundred and six) Nominative voting nonpar, book-
entry shares.
57,630,258 (fifty seven million, six hundred and thirty
thousand, two hundred and fifty eight) Nominative non-voting
nonpar, book-entry shares.

3. ISSUANCE AND SUBSCRIPTION PRICES

BRL0.88 (eighty eight cents in Real) per each voting share and
per each non-voting share.

4. JUSTIFICATION FOR THE ISSUANCE PRICE

The share issuance price was determinad based on the weighted
average of the closing price of preferred shares, according to
quotations registered within the last 30 (thirty) trading
sessions at the Sao Paulo Stock Exchange - BOVESPA, counted
retroactively, from September 23, 2005 until November 7, 2005,
including a 5% (five percent) discount on this average.

The issuance price shall remain fixed during the period
intended for the exercise of the preemptive right.

5. TERM FOR EXERCISE OF THE PREEMPTIVE RIGHT

BEGINNING: November 9, 2005

END: December 8, 2005

6. PAYMENT METHOD - EXERCISE OF PREEMPTIVE RIGHT

Cash payment, in cash, upon subscription

7. ELIGIBILITY FOR SUBSCRIPTION

7.1. The shareholders that have purchased shares until November
8, 2005 are entitled to subscription.

7.2. The shareholders will receive a subscription list at the
address kept in Banco Itau S.A., and may exercise the
subscription and pay up at the same moment at any of the Banco
Itau S.A. branches.

7.3. The shareholders that hold shares on deposit in CBLC -
Brazilian Settlement Custody Company shall exercise their
corresponding rights through their deposit agents.

8. DIVIDENDS

Upon payment of dividends related to future exercise, the
shares resulting from this subscription are entitled to full
dividends.

9. UNSUBSCRIBED SHARES

There will not be unsubscribed shares.

10. GENERAL INSTRUCTIONS

Shareholders that do not receive the subscription list at the
address kept in Banco Itau S.A. must go, within the period for
exercise of the preemptive right, to one of the Banco Itau S.A.
branches in order to request the Shares Subscription List,
indicating the number of shares that will be purchased.

11. DOCUMENTS REQUIRED FOR SUBSCRIPTION AND ASSIGNMENT OF
RIGHTS

11.1. Individual: Identity Card (RG), Taxpayer's Registry with
the Ministry of Finance (CPF), and proof of residence.

11.2. Legal Entity: Articles of Association or Bylaws, as well
as the minutes of the meeting at which the Board of Directors
in office was elected, and proof of address.

11.3. In the event of representation by proxy, the proxy shall
be presented, in addition to the Grantor's documents mentioned
in the above items.

12. LOCATION

Banco Itau S.A. branches.

2. The members of the Board of Directors are fully aware and
approve the results of the third quarter of 2005, as well as
the material disclosed to the market.

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


VARIG: TAP Air Gets Creditor Support for $62M Asset Purchase
------------------------------------------------------------
Creditors of bankrupt Brazilian carrier VARIG S.A. accepted TAP
Air Portugal's proposal to take over the airlines' cargo and
maintenance subsidiaries for $62 million, Dow Jones Newswires
reports.

The creditors' decision came two days before the deadline set
by the U.S. Bankruptcy Court for the Southern District of New
York. VARIG had until November 9 to come up with $62 million to
cure its postpetition arrearages on aircraft and engine
leases.  The leasing firms have threatened to repossess up to
40 aircraft if VARIG failed to cure its default.

According to Dow Jones Newswires, the sale of VARIG's
profitable subsidiaries will allow the airline to fund its
operations while continuing to negotiate a consensual plan of
reorganization.

Under the purchase plan, Brazil's government-run national
development bank, Banco Nacional de Desenvolvimento Economico e
Social will finance $42 million of the purchase while the
remaining $20 million will come from TAP.  Cristiane Ribeiro of
Agencia Brasil reports that the purchase will give TAP a 95%
stake in VarigLog and a 90% stake in Varig Engineering and
Maintenance.

TAP has set up a Brazilian firm, Aero-LB Investimentos S.A.,
together with investment fund GeoCapital and an unnamed
Brazilian investor to receive the BNDES financing.

Jeb Blount at Bloomberg News reports that unions abstained on
the vote, after disagreeing with some changes in the plan
presented by TAP.

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

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

Each of the Debtors' Boards of Directors authorized Vicente
Cervo as foreign representative.  In this capacity, Mr. Cervo
filed a Sec. 304 petition on June 17, 2005 (Bankr. S.D.N.Y.
Case Nos. 05-14400 and 05-14402).  Rick B. Antonoff, Esq., at
Pillsbury Winthrop Shaw Pittman LLP represents Mr. Cervo in the
United States.  As of March 31, 2005, the Debtors reported
BRL2,979,309,000 in total assets and BRL9,474,930,000 in total
debts. (Troubled Company Reporter, November 9, 2005, Vol. 9,
No. 266)


* BRAZIL: S&P Upgrades Outlooks on Long-Term Ratings
----------------------------------------------------
Standard & Poor's Ratings Services has revised its outlooks on
its long-term local and foreign currency sovereign credit
ratings on the Federative Republic of Brazil to positive from
stable. The positive outlooks reflect the trend improvement in
external indicators and prospects for continued consolidation
of fiscal debt dynamics, including the composition of locally
issued debt. Standard & Poor's also affirmed its 'BB-' long-
term foreign, 'BB' long-term local, and 'B' short-term foreign
and local currency sovereign credit ratings on the republic.

"The continued reduction in public and private sector external
debt and impressive export performance reinforce the trend
decline in Brazil's external debt burden," said Standard &
Poor's credit analyst Lisa Schineller. Net of international
reserves and other liquid assets, external debt is projected at
90% of current account receipts (CAR) in 2005-2006 versus 270%
in 2000. This burden still exceeds the 'BB' median's 48%, but
projections for net public sector external debt of 45% of CAR
in 2005-2006 are closer to the 'BB' median's 33%. In addition,
Standard & Poor's expects Brazil's gross external financing
needs (current account deficit, medium- and long-term
amortizations, and short-term debt) to remain near the 'BB'
median's 85% during 2005-2006.

According to Ms. Schineller, the Brazilian Treasury has been
able to increase the share and tenor of fixed-rate issuance in
the local capital market on the back of a consistent track
record of fiscal performance. As of September 2005, fixed-rate
paper was 25.8% of domestically issued debt-up ten percentage
points from one year earlier (and the share of dollar-linked
paper has declined to just 3.8% of domestic debt). The average
tenor of fixed-rate paper was 9.3 months, almost double that of
one year earlier. However, Brazil's fiscal dynamics still
remain very sensitive to fluctuations in interest rates: 54.3%
of locally issued debt is indexed to overnight interest rates
and domestic debt has an average duration of 10.7 months.

"Reducing the magnitude and complexity of Brazil's fiscal and
external vulnerabilities closer to those of its 'BB' rated
peers requires further consolidation of prudent policy by the
current and future administration," said Ms. Schineller.
"Besides complicating fiscal dynamics, high real interest rates
limit prospects for growth and investment in Brazil. The high
level of real interest rates, however, reflects not just
cyclical, but also structural factors and weaknesses that must
be addressed if the country is to move forward economically,"
she added.

Standard & Poor's said that proactive policy measures that
reduce the level of and rigidity in government spending would
generate greater confidence in the sustainability of Brazil's
fiscal adjustment and bolster creditworthiness. A meaningful
reduction in the share of variable rate short-term debt could
also lead to improved creditworthiness. "Evidence that local
market participants are willing to hold longer-term fixed-rate
paper would reflect improved confidence in the overall policy
stance over the medium-term while strengthening stabilization
of Brazil's fiscal posture," Ms. Schineller concluded.

Primary Credit Analyst: Lisa M Schineller, New York (1) 212-
438-7352; lisa_schineller@standardandpoors.com

Secondary Credit Analyst: Joydeep Mukherji, New York (1) 212-
438-7351; joydeep_mukherji@standardandpoors.com



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

BATTERY PARK: Liquidation to be Explained to Members Nov. 24
------------------------------------------------------------
   Battery Park High Yield Opportunity Offshore Fund B, Ltd.
                  (In Voluntary Liquidation)
               The Companies Law (2003 Revision)

Pursuant to section 145 of the Companies Law (2003 Revision),
the final general meeting of the sole shareholder of   Battery
Park High Yield Opportunity Offshore Fund B, Ltd. will be held
at the registered office of the Company on November 24, 2005:

Business:

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

2. To authorize the liquidators to retain the records of the
Company for a period of five years from the dissolution of the
Company after which they may be destroyed.

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

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


BT NEWCO: Wind Up Informational Meeting Set for Dec. 15
-------------------------------------------------------
                          BT Newco 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 BT
Newco Limited will be held at the offices of Deutsche Bank
(Cayman) Limited, Elizabethan Square, George Town, Grand Cayman
on December 15, 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


BT TASMAN: Extraordinary Final Meeting Set for Dec. 15
------------------------------------------------------
                 BT Tasman (Cayman) No. 5 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 BT
Tasman (Cayman) No. 5 Limited will be held at the offices of
Deutsche Bank (Cayman) Limited, Elizabethan Square, George
Town, Grand Cayman, on December 15, 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


DESCARTES OFFSHORE: To Authorize Liquidators to Retain Records
--------------------------------------------------------------
                      Descartes Offshore, Ltd.
                     (In Voluntary Liquidation)
                  The Companies Law (2003 Revision)

Pursuant to section 145 of the Companies Law (2003 Revision),
the final general meeting of the sole shareholder of this
company will be held at the registered office of the company on
November 24, 2005:

Business:

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

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

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

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


EEGO FUND: Account Liquidation Details Set for Nov. 24
------------------------------------------------------
                      EEGO Fund International
                     (In Voluntary Liquidation)
                  The Companies Law (2003 Revision)

Pursuant to section 145 of the Companies Law (2003 Revision),
the final general meeting of the sole shareholder of EEGO Fund
International will be held at the registered office of the
Company on November 24, 2005.

Business:

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

2. To authorize the liquidators to retain the records of the
Company for a period of five years from the dissolution of the
Company after which they may be destroyed.

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

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


EPSOM DOWNS: Members to Hear Account on Liquidation Nov. 30
-----------------------------------------------------------
               EPSOM Downs Property Holdings 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 final general meeting of EPSOM
Downs Property Holdings Limited will be held at The Grand
Pavilion Commercial Centre, Grand Cayman, Cayman Islands, on
November 30, 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. Derrick Harper, Voluntary Liquidator
         C/O Alexandria Bancorp Limited
         P.O. Box 2428 GT, Grand Cayman
         Telephone: (345) 945-1111
         Facsimile: (345) 945-1122


FIFTH AVENUE: Final Meeting to be Held Dec. 1
---------------------------------------------
                    Fifth Avenue CBO, 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
Fifth Avenue CBO, Limited 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


LEYLAND INVESTMENTS: To Report on Liquidation Nov. 30
-----------------------------------------------------
                      Leyland Investments Ltd.
                     (In Voluntary Liquidation)
                  The Companies Law (2003 Revision)

Pursuant to section 145 of the Companies Law (2003 Revision),
the extraordinary final meeting of the shareholders of Leyland
Investments Ltd. will be held at Coutts (Cayman) Limited,
Coutts House, 1446 West Bay Road, PO Box 707 GT, Grand Cayman,
on November 30, 2005.

Business:

1. To lay accounts before the meeting showing how the winding
up has been conducted and how the property has been disposed
of, as at the final winding up on November 30, 2005.

2. To authorize the liquidator to retain the records of the
Company for a period of five years from the dissolution of the
Company after which they may be destroyed.

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

CONTACT: Royhaven Secretaries Limited, Voluntary Liquidator
         N A Wilkins
         c/o PO Box 707 GT, Grand Cayman
         Telephone: 945-4777
         Facsimile: 945-4799
         Telephone: 945-4777
         Facsimile: 945-4799


PSETTA FUND: To Hold Final General Meeting on Nov. 24
-----------------------------------------------------
                           Psetta Fund, Ltd.
                      (In Voluntary Liquidation)
                   The Companies Law (2003 Revision)

Pursuant to section 145 of the Companies Law (2003 Revision),
the final general meeting of the sole shareholder of Psetta
Fund, Ltd. will be held at the registered office of the Company
on November 24, 2005.

Business:

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

2. To authorize the liquidators to retain the records of the
Company for a period of five years from the dissolution of the
Company after which they may be destroyed.

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

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


SATELLITE FS: Shareholders to Meet for Wind Up Report
-----------------------------------------------------
                Satellite FS Hedged Equity Fund, Ltd.
                     (In Voluntary Liquidation)
                  The Companies Law (2004 Revision)

NOTICE IS HEREBY GIVEN that pursuant to Section 145 of the
Companies Law (2004 Revision), the final meeting of the
shareholders of Satellite FS Hedged Equity Fund, Ltd. will be
convened by the Voluntary Liquidator and held at Queensgate
House, South Church Street, George Town, Grand Cayman, on
December 8, 2005, at 10:00 a.m.

Business:

1. To lay accounts before the meeting, showing how the winding
up has been conducted and how the property has been disposed
of, as at final winding up on December 8, 2005.

2. To authorise the Voluntary Liquidator, pursuant to section
158 of the Companies Law (2004 Revision), to retain the books
and records of the Company and of the Voluntary Liquidator for
a period of five years from the dissolution of the Company,
after which they may be disposed of in such manner as the
Voluntary Liquidator thinks fit.

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

CONTACT: Mr. David Sargison, Voluntary Liquidator
         Robert Duggan
         Telephone: 345 814 4612
         Facsimile: 345 814 8612


SEASHELL HOLDINGS: Account of Winding Up to be Presented Dec. 7
---------------------------------------------------------------
                     Seashell Holdings Limited
                    (In Voluntary Liquidation)
                 The Companies Law (2004 Revision)

Pursuant to section 145 of the Companies Law (2004 Revision),
the final meeting of the shareholders of this company will be
held at the registered office of the company on 7th December
2005 at 9:00 a.m.

Business:

1. To lay accounts before the meeting, showing how the winding
up has been conducted and how the property has been disposed
of, as at the final winding up on December 7, 2005

2. To authorize the liquidator to retain the records of the
Company for a period of six years from the dissolution of the
Company, after which they may be destroyed.

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

CONTACT: Mr. David M.L. Roberts, Joint Voluntary Liquidator
         Cayman Management Ltd.
         Ground Floor Harbour Centre
         P.O. Box 1569GT, Grand Cayman
         Telephone: (345) 949 4018
         Facsimile: (345) 949 7891


SHELLHOUSE HOLDINGS: Wind Up Meeting Set for Dec. 7
---------------------------------------------------
                     Shellhouse Holdings Ltd.
                    (In Voluntary Liquidation)
                 The Companies Law (2004 Revision)

Pursuant to section 145 of the Companies Law (2004 Revision),
the final meeting of the shareholders of Shellhouse Holdings
Ltd. will be held at the registered office of the company on
December 7, 2005 at 9.15 a.m.

Business:

1. To lay accounts before the meeting, showing how the winding
up has been conducted and how the property has been disposed
of, as at the final winding up on December 7, 2005

2. To authorize the liquidator to retain the records of the
Company for a period of six years from the dissolution of the
Company, after which they may be destroyed.

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

CONTACT: Mr. David M.L. Roberts, Joint Voluntary Liquidator
         Cayman Management Ltd.
         Ground Floor Harbour Centre
         P.O. Box 1569GT, Grand Cayman
         Telephone: (345) 949 4018
         Facsimile: (345) 949 7891


SPECIAL INVESTMENTS: Liquidation Explanation Expected Dec. 1
------------------------------------------------------------
    Special Investments Opportunities Funds G.P. CO. 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
Special Investments Opportunities Funds G.P. CO. Limited 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


TBK HOLDING: To Give Account on Liquidation Process
---------------------------------------------------
                          TBK Holding Inc.
                     (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 TBK
Holding Inc. 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



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

TENDERCO: Supplements Purchase Offer for Additional Units
---------------------------------------------------------
Transtel Tenderco, Ltd. ("Tenderco"), a wholly-owned subsidiary
of Transtel S.A. ("Transtel"), announced Tuesday that it has
released a supplement (the "Supplement") to its Offer to
Purchase and Consent Solicitation Statement dated October 28,
2005 (the "Statement"), pursuant to which Tenderco has offered
to purchase, for cash, any and all of Transtel's outstanding
Units.

The Supplement includes certain summary financial information
as of and for the nine months ended September 30, 2005 and
September 30, 2004, and provides certain other supplemental
information, including updates and clarifications to the
Statement.

The Supplement extends the Consent Date (as defined in the
Statement) to 5:00 p.m. New York City time on November 16,
2005, but does not change the Expiration Date (as defined in
the Statement) of 8:00 a.m. New York City time on November 29,
2005 and does not change any of the terms and conditions of the
tender offer and consent solicitation.

The complete terms and conditions of the tender offer and
consent solicitation are described in the Statement, copies of
which may be obtained by contacting MacKenzie Partners, Inc.,
the information agent for the tender offer and consent
solicitation, at (212) 929-5550 (collect) or (800) 322-2885
(U.S. toll-free). Copies of the Supplement may also be obtained
by contacting Mackenzie Partners, Inc. UBS Investment Bank is
serving as dealer manager and solicitation agent in connection
with the tender offer and consent solicitation. Additional
information concerning tender offer and consent solicitation
may be obtained by contacting UBS Investment Bank at (203) 719-
4210 (collect) or (888) 722-9555, extension 4210 (toll free).

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

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

CONTACT: MacKenzie Partners, Inc.
         Tel: +1-212-929-5500
         Call Collect: 1-800-322-2885
         Toll Free: proxy@mackenziepartners.com



=================
G U A T E M A L A
=================

BANCO INDUSTRIAL: S&P Affirms Ratings; Outlook Stable
-----------------------------------------------------
Standard & Poor's Ratings Services has affirmed its 'BB-/B'
counterparty credit and CD ratings on Banco Industrial S.A. The
outlook is stable. At the same time, it affirmed its 'BBB-'
bank survivability assessment.

The ratings assigned to Banco Industrial S.A. are limited by
the bank's relatively low adjusted capitalization levels, the
moderate real growth of the Guatemalan economy, and a
regulatory framework for the Guatemalan financial system that
is relatively weaker than those of other Central American
countries where Standard & Poor's rates banks. "The ratings
consider the bank's leading market position and its financial
profile that leverages on adequate profitability levels and
good asset quality indicators," said Standard & Poor's credit
analyst Francisco Suarez.

The 'BBB-' bank survivability assessment takes into
consideration Banco Industrial's relevance to Guatemala's
banking system, and its good liquidity levels. Standard &
Poor's bank survivability assessment is a current opinion on
the likelihood that over the medium term, a bank will continue
to operate either directly or through a successor organization
regardless of whether it is solvent or insolvent or is paying
all of its obligations on a timely basis or not. The
survivability assessment, however, does not itself comment on
which particular functions the bank might continue to perform
and which it may cease in a stress situation.

As the largest bank in Guatemala, with a 20% market share,
Banco
Industrial benefits from a large, well-diversified, and stable
deposit base, strong brand-name recognition, and the largest
branch network throughout Guatemala. Concentration in the
Guatemalan banking industry is high, as the seven largest banks
concentrate 71% of total assets. The importance of Banco
Industrial to Guatemala's payment system is high, as 24% of
total transactions in the country are done through its network,
and tax payments account for 34% of the total. As of June 2005,
Banco Industrial and subsidiaries had assets of Q.20,921
million ($2,699 million at Q.7.755 to $1), of which gross loans
accounted for 45% of total assets.

In spite of challenges derived from the competitive environment
and the limited structure of the Guatemalan economy, it is
expected that Banco Industrial's financial profile and strong
market presence will be maintained. The bank has the challenge
to maintain capital and asset quality levels similar to the
ones reported historically. Should asset quality,
profitability, or adjusted capitalization ratios deteriorate,
ratings could be revised negatively. Ratings could improve if
the bank's adjusted capitalization reaches a level similar to
that of other Central American banks rated by Standard &
Poor's, and if the structural imbalances of the Guatemalan
economy are overcome: among other things, poor income
distribution, moderate economic growth, and further development
of its local financial markets.

Primary Credit Analyst: Francisco Suarez, Mexico City (52) 55-
5081-4474; francisco_suarez@standardandpoors.com

Secondary Credit Analyst: Leonardo Bravo, Mexico City (52)55-
5081-4406; leonardo_bravo@standardandpoors.com



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

ASARCO: Subsidiaries' Panel, FCR Want to Prosecute Claims
---------------------------------------------------------
The Official Committee of Unsecured Creditors appointed in the
Subsidiary Debtors' cases and Robert C. Pate, the Future Claims
Representative for the Subsidiary Debtors, ask Judge Schmidt of
the U.S. Bankruptcy Court for the Southern District of Texas,
Corpus Christi Division, for authority to prosecute various
claims and causes of actions on behalf of the Subsidiary
Debtors' estates.

Jacob L. Newton, Esq., at Stutzman, Bromberg, Esserman &
Plifka, in Dallas, Texas, tells the Court that the Subsidiary
Debtors are each liable for a substantial number of asbestos
claims, stemming primarily from the prior operations of both
LAQ Canada, Ltd., which was in the business of mining asbestos
fiber from the Black Lake region of central Quebec, Canada, and
Capco Pipe Company, Inc., which formerly manufactured various
asbestos-containing cement underground pipe products.

Both LAQ Canada and Capco Pipe are non-operating dormant
companies with essentially no assets, and are substantially
dependent on their parent company, ASARCO LLC, to satisfy their
asbestos liabilities.

On June 15, 2005, ASARCO commenced an adversary proceeding to
obtain a declaratory judgment that it is not liable for the
Subsidiary Debtors' asbestos liabilities under one or more
"Alter Ego Theories."  In its Complaint, ASARCO alleges that at
least 85,000, and probably many more, asbestos claims have been
asserted against it, and thousands more claims are likely to
arise in the future.

As defined in ASARCO's Complaint, the term "Alter Ego Theories"
includes any theory asserted by an asbestos claimant in an
attempt to hold ASARCO liable for the debts of Capco Pipe and
LAQ Canada.  These theories, Mr. Newton explains, include:

   -- denuding-the-corporation;

   -- single business-enterprise;

   -- corporate trust funds;

   -- breach of fiduciary duty or conspiracy;

   -- allegations that any of the Subsidiary Debtors were the
      mere instrumentality, agent, or alter ego of ASARCO, or
      that the corporate veil should be pierced, or that as a
      result of domination and control over any of the Debtors,
      directly or indirectly, ASARCO should be liable for
      asbestos-related claims or any other claims that have
      origins in acts or omissions; or

   -- any other theories alleging direct or indirect liability
      for the conduct of, claims against, or demands to the
      extent that the alleged liability arises by reason of any
      of the other circumstances enumerated in Section
      524(g)(4)(A)(ii) of the Bankruptcy Code.

ASARCO named the Future Claims Representative for the
Subsidiary Debtors as a party-defendant in the Adversary
Proceeding.  The Subsidiary Committee, however, was not named
as a party.

On September 2, 2005, the Subsidiary Committee and the Future
Claimants Representative filed separately their requests to
intervene as realigned party plaintiff and for authority to
prosecute claims and causes of action on behalf of the
Subsidiary Debtors' estates.

Subsequently, ASARCO's Official Committee of Unsecured
Creditors has since objected to the Prosecution Motions,
arguing, inter alia, that certain additional counts of the
amended complaint adding parties and claims belong entirely to
the ASARCO estate, and that the Subsidiary Committee and the
Future Claimants Representative, therefore, have no standing to
participate in the prosecution of the Additional Counts.

Mr. Newton notes that the ASARCO Committee has mischaracterized
the Subsidiary Committee's and the Future Claimants
Representative's Prosecution Motions in that:

   (a) the Amended Complaint effectively seeks to pierce
       multiple layers of the corporate veil and to treat both
       Asarco and Grupo Mexico as "alter egos" of the
       Subsidiary Debtors.  Thus, the Subsidiary Committee and
       the Future Claimants Representative seek authority to
       prosecute the Amended Complaint on behalf of the
       Subsidiary Debtors' estates, not ASARCO's estate.

   (b) the Amended Complaint asserts fraudulent transfers that
       were orchestrated by Grupo Mexico and undertaken within
       a complex corporate structure in an effort designed
       specifically to defraud the Subsidiary Debtors and their
       creditor body.  Thus, the Subsidiary Debtors have claims
       and causes of action against Grupo Mexico and others
       that are independent of any similar claims that ASARCO
       might possess.

   (c) the ASARCO Committee's argument that ASARCO alone has a
       monopoly on the prosecution of the Additional Counts,
       notwithstanding the harm suffered by the parties'
       constituencies, would force the asbestos claimants to
       depend entirely on the ASARCO Committee -- whose
       interests are directly adverse to the asbestos claimants
       -- for any chance at a meaningful recovery.

Moreover, Mr. Newton argues that a finding that the Subsidiary
Committee and the Future Claimants Representative have no
standing to participate in the prosecution of the Additional
Counts is not in the best interests of any party to the
litigation, except perhaps for Grupo Mexico and the other
defendants named in the Additional Counts.

Mr. Newton attests that the Subsidiary Committee and the Future
Claimants Representative have developed a substantial degree of
knowledge and expertise in the matter through countless hours
of researching, analyzing, and investigating the facts and
circumstances involved in the Amended Complaint.

"If the Court were to ignore the harm suffered by creditors of
the Subsidiary Debtors' estates and instead adopt the ASARCO
Committee's arguments that the Additional Counts belong
entirely to the ASARCO estate, then the ultimate resolution of
that litigation will be indefinitely postponed while the ASARCO
Committee unnecessarily performs the same research, the same
analyses, and the same investigations already undertaken by the
Subsidiary Committee and the [Future Claimants
Representative]," Mr. Newton points out.  "Clearly, this result
is not in the best interests of either the ASARCO estate or the
Subsidiary Debtors' estates."

Mr. Newton further contends that ASARCO Committee's objection
on the basis of lack of standing is deficient.  In addition,
the ASARCO Committee has asserted that the Prosecution Motions
are procedurally defective in that they were filed solely in
the Adversary Proceeding rather than in the ASARCO main
bankruptcy case.

Therefore, to cure the alleged procedural defect, the
Subsidiary Committee and the Future Claimants Representative
jointly ask Judge Schmidt for permission to prosecute
additional claims and causes of action against ASARCO and Grupo
Mexico on behalf of the Subsidiary Debtors' estates in the main
ASARCO bankruptcy case.

Mr. Newton asserts that if the request is granted, then the
Subsidiary Debtors' bankruptcy estates will be greatly
enhanced, the constituents of the Subsidiary Committee and the
Future Claimants Representative will be adequately represented
in the pending litigation, and the creditors of those estates
will receive a much more significant recovery on their claims.

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

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

Encycle/Texas, Inc. (Bankr. S.D. Tex. Case No. 05-21304),
Encycle, Inc., and ASARCO Consulting, Inc. (Bankr. S.D. Tex.
Case No. 05-21346) also filed for chapter 11 protection, and
ASARCO has asked that the three subsidiary cases be jointly
administered with its chapter 11 case.  On Oct. 24, 2005,
Encycle/Texas' case was converted to a Chapter 7 liquidation.
(ASARCO Bankruptcy News, Issue No. 9; Bankruptcy Creditors'
Service, Inc., 215/945-7000).



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

UTE: Turns to Brazil to Cover Domestic Power Shortages
------------------------------------------------------
Brazil's power trading chamber CCEE is calling on local power
companies to participate in a tender for 72MW of firm power to
be delivered to Uruguay's state power company UTE, reports
Business News Americas.

UTE has not yet set a date for the auction but the CCEE is
setting a deadline of November 11 for interested companies to
submit to the chamber documents showing they meet the minimum
requirements to sell the power.

The CCEE said companies have to comply with the minimum
requirements for exporting power set by Brazil's power
regulator Aneel, guarantee they can supply the power, charge
prices aligned with price quotes for the Brazilian southern
regional market and be a listed member of CCEE.

UTE wants to receive the power from Brazil for 12 months
starting January 1, 2006. The power is to be delivered through
a connection between the Brazilian town of Santana do
Livramento and the Uruguayan town of Rivera across the border.

Uruguay is importing power from Brazil to cover domestic
shortages as water levels at Uruguay's Salto Grande hydro plant
were lower than normal due to lack of rain.



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

PDVSA: CITGO Prices Cash Tender Offers
--------------------------------------
CITGO Petroleum Corporation announced Tuesday that it has
priced its cash tender offers to purchase 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,"
together with the 7 7/8 percent Notes, the "Notes").  The
tender offers and related consent solicitations for the Notes
are being made pursuant to an 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").

Upon consummation of the tender offers, CITGO will pay Holders
who validly tendered and did not withdraw their Notes on or
before 5 p.m. Eastern Time on Oct. 26, 2005 (the "Consent
Date") total consideration of $1,015.15 for each $1,000
principal amount of 7 7/8 percent Notes accepted for purchase
and $1,053.96 for each $1,000 principal amount of 6 percent
Notes accepted for purchase, plus, in each case, accrued and
unpaid interest up to, but not including, the settlement date.
The total consideration includes a consent payment equal to $25
per $1,000 principal amount of Notes tendered.  Holders who
validly tendered and did not withdraw their Notes after the
Consent Date and on or before 5 p.m. Eastern Time on Thursday,
Nov. 10, 2005 (the "Expiration Date") will be eligible to
receive the applicable total consideration minus the consent
payment, which will result in tender offer consideration of
$990.15 per $1,000 of 7 7/8 percent Notes accepted for purchase
and $1,028.96 per $1,000 of 6 percent Notes accepted for
purchase, plus, in each case as indicated above, accrued and
unpaid interest up to, but not including, the settlement date.

As described in more detail in the Offer to Purchase, the
tender offer consideration for the 7 7/8 percent Notes was
determined based on a fixed spread of 50 basis points over the
bid-side yield on the 2 percent U.S. Treasury Note due May 15,
2006 (as quoted on page PX3 of the Bloomberg Government Pricing
Monitor at 2 p.m. Eastern Time today), and the tender offer
consideration for the 6 percent Notes was determined based on a
fixed spread of 50 basis points over the bid-side yield on the
3.125 percent U.S. Treasury Note due Oct. 15, 2008 (as quoted
on page PX5 of the Bloomberg Government Pricing Monitor at 2
p.m. Eastern Time today).

The tender offers will expire on the Expiration Date, subject
to CITGO's right to amend, extend or terminate the tender
offers at any time. Consummation of the tender offers and
consent solicitations, 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 a financing condition.  The
tender offer for each series of Notes is not conditioned upon
the consummation of the tender offer for the other series of
Notes.  Settlement of the tender offers is expected to occur on
or about Tuesday, Nov. 15, 2005, unless the tender offers are
extended.

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: CITGO 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




                            ***********


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

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

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