TCRLA_Public/051115.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

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

          Tuesday, November 15, 2005, Vol. 6, Issue 226

                            Headlines


A R G E N T I N A

ALISERV S.R.L.: Enters Bankruptcy on Court Orders
ASOCIACION ARGENTINA: Seeks Court Approval to Reorganize
BANCO EMPRESARIO: CB Approves Bansud's $10.3M Acquisition
CARLOS BELTRAMONE: Court Mandates Liquidation Process
CRESUD: Asset Sales Boost Net Profit to ARS11.0 Mln for 1Q06

FLEHJIL S.R.L.: Court Approves Concurso Motion
IEBA: Earnings for the First 9-Month Period Reach $3.3M
INDUSTRIAS CIBERNETICAS: Court Declares Company Bankrupt
IRSA: Reports Solid Results for 1Q FY 2006
MADLON S.A.: Liquidates Assets to Pay Debts

MAX CONTROL: Bankruptcy Initiated, Court to Oversee
METROGAS: Reports $31.4M Net Profit Amid Debt Restructuring
PELME INSTALACIONES: Judge Approves Bankruptcy Petition
SCP: Swings to Profitability in Jan-Sep 2005 Period


B E R M U D A

FOSTER WHEELER: Accepts Additional Payment of Senior Notes


B R A Z I L

ELETROBRAS: S&P Assigns BB- Rating to $300M Note Issue
EMBRATEL: Moody's Reviews Debt Ratings for Possible Upgrade
NET SERVICOS: Moody's Places B3 Rating on Review for Upgrade
UNIBANCO: Net Income Up Substantially Year Over Year


C A Y M A N   I S L A N D S

ALLOWAY LIMITED: Final Meeting, Wind Up Details Set for Meeting
BRASCAN SELS: To Report on Liquidation Process Dec. 1
CAMOMILLE GLOBAL: Members Advised of Dec. 1 Liquidation Meeting
CARRIGAN LIMITED: Wind Up Administrative Meeting Set for Dec. 5
CELLULAR EQUITY: Shareholders to Review Wind Up Process

EQUITY IWO: Liquidation Process to be Reported Dec. 5
FRANKFORT LIMITED: To Detail Liquidation Proceeding, Decisions
FULLBACK CORPORATION: Final General Meeting Scheduled for Dec. 1
ID CAPITAL: Administrative Meeting Set for Dec. 1
ISSEY LIMITED: Presenting Details on Liquidation Process

IWO EQUITY: Shareholders to Hold Final Meeting Dec. 5
IWO INVESTMENTS: Members to Hear Liquidation Accounting Dec. 5
J-CARS III: Wind Up Process For Members Review at Final Meeting
MISHKA NO. 1: Final General Meeting to be Held at Maples Finance


C O L O M B I A

CHIVOR: Restructuring Costs, Profile Prompts Lower Ratings


J A M A I C A

MIRANT CORP: Equity Deficit Doubles to $2.82 Bil. in Nine Months


M E X I C O

ASARCO: Strikes Agreement With Unions to End Strike
AUTOPISTA DEL MAYAB: Moody's Reviews Ba1 Currency Debt Rating
BALLY TOTAL: Liberation Funds Launch Legal Action Vs. Firm
SERVICIOS Y OPERACIONES: High Leverage Leads to CCC+ S&P Rating
UNITED RENTALS: Lenders Authorize Amended Credit Facility

VITRO: Cash Flow, Leverage Concerns Influence Unit's Ratings


P A N A M A

BANISTMO: Obtains Regulatory Approval to Acquire Bancosal Shares


P U E R T O   R I C O

FIRST BANCORP: Zwerling Schachter Files Class Action Suit


U R U G U A Y

COFAC: Fitch Affirms Local, International Ratings
URAGUA: TCR Backs OSE's Takeover of Assets


V E N E Z U E L A

SIDOR: Sutiss Warns of Strike After Share Sale Talks Stall


     - - - - - - - - - -


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

ALISERV S.R.L.: Enters Bankruptcy on Court Orders
-------------------------------------------------
A Buenos Aires court declared Aliserv S.R.L. bankrupt after the
Company defaulted on its debt payments. The bankruptcy order
effectively places the Company's affairs as well as its assets
under the control of court-appointed trustee, Mr. Jose Maria
Larrory.

As the trustee, Mr. Larrory is tasked with verifying the
authenticity of claims presented by the Company's creditors. The
verification phase is ongoing until Dec. 20, 2005.

Following claims verification, the trustee will submit the
individual reports based on the forwarded claims for final
approval by the court on March 2, 2006. A general report will
also be submitted on April 17, 2006.

CONTACT: Mr. Jose Maria Larrory, Trustee
         R. Pena 231
         Buenos Aires


ASOCIACION ARGENTINA: Seeks Court Approval to Reorganize
--------------------------------------------------------
Court No. 8 of Buenos Aires' civil and commercial tribunal is
currently reviewing the merits of the reorganization petition
filed by Asociacion Argentina de Establecimientos Geriatricos.
Argentine daily La Nacion reports that the Company filed the
request after defaulting on its debt payments since May 2000.

The reorganization petition, if granted by the court, will allow
Asociacion Argentina de Establecimientos Geriatricos to
negotiate a settlement with its creditors in order to avoid a
straight liquidation. Clerk No. 16 assists the court on this
case.

CONTACT: Asociacion Argentina de Establecimientos Geriatricos
         Sarmiento 1831
         Buenos Aires


BANCO EMPRESARIO: CB Approves Bansud's $10.3M Acquisition
---------------------------------------------------------
Banco Macro Bansud has secured authorization from the Central
Bank to acquire cooperative bank Banco Empresario del Tucuman
(BET) for ARS30.6 million (US$10.3 million), reports Business
News Americas. The Central Bank suspended BET for 30 days last
month due to problems related to its ongoing restructuring
process.

BET president Elio Giacosa earlier said the bank would need as
much as ARS60 million to be able to reopen its doors.

BET has six branches and 200 employees. At the end of May it had
ARS178 million in assets and a negative net worth of ARS19
million.


CARLOS BELTRAMONE: Court Mandates Liquidation Process
-----------------------------------------------------
Rosario's civil and commercial court ordered the liquidation of
Carlos Beltramone Bienes Raices S.R.L. after the Company
defaulted on its obligations, Infobae reveals. The liquidation
pronouncement will effectively place the Company's affairs as
well as its assets under the control of Ms. Myrian Ladis Ana
Fluxa, the court-appointed trustee.

Ms. Fluxa will verify creditors' proofs of claim until Dec. 13,
2005. The verified claims will serve as basis for the individual
reports to be submitted in court on Feb. 24, 2006. The
submission of the general report follows on April 10, 2006.

CONTACT: Ms. Myrian Ladis Ana Fluxa, Trustee
         Italia 1622
         Rosario (Santa Fe)


CRESUD: Asset Sales Boost Net Profit to ARS11.0 Mln for 1Q06
------------------------------------------------------------
Cresud S.A.C.I.F. y A. (Nasdaq: CRESY) (BCBA: CRES), a leading
Argentine producer of agricultural products, announced Friday
results for the first quarter fiscal year 2006 ended September
30, 2005. Results for the first quarter of fiscal year 2006
showed a net profit of ARS11.0 million as compared to a ARS1.0
million profit registered during the same period of the previous
fiscal year.

The increase in the net result is mainly a consequence of
results generated through the sale of farms, amounting to ARS9.9
million. Gross profit during the first quarter of FY 2006
amounted to ARS5.5 million as compared to ARS2.0 million gross
loss registered during the same period of the previous year. The
main cause of this increase was the higher volume of crops sold,
offsetting the effect of lower average prices per ton compared
to the same period of the previous year and lower cattle costs
registered during the current period. On the other hand, a
higher milk production was registered as a result of the
commencement of production in the new dairy facilities located
in the Company's El Tigre farm, increasing milk production 137%
compared to the same period of the previous fiscal year,
impacting positively in the margins for such activity.

HIGHLIGHTS

- Net profit for the first quarter of fiscal year 2006 amounted
to ARS11.0 million, widely above the ARS1.0 million profit
registered during the same period of the previous fiscal year.

- Milk production increased 137% due to the opening of the dairy
facility at the Company's "El Tigre" farm with state of the art
technology.

- The sale of "El Gualicho" farm of 5,727 hectares generated
US$3.4 million profit.

- The Company signed the bill of purchase of a 6,022 hectare
farm in the province of Entre Rios for U$ 16 million; the farm
bears a high agriculture potential and an outstanding historical
value.

- The Company have sowed 100% of the hectares destined to wheat
with optimal potential yields, 20% of soybean, 85% of corn and
100% of the sunflower hectares.

Cresud is a leading Argentine producer of basic agricultural
products and the only such company with shares listed on the
Buenos Aires Stock Exchange and Nasdaq. The Company is currently
involved in various operations and activities, including crop
production, cattle raising and fattening, milk production and
certain forestry activities. Most of its farms are located in
Argentina's pampas, one of the largest temperate prairie zones
in the world and one of the richest areas of the world for
agricultural production.

CONTACT: Cresud S.A.C.I.F. y A.
         Gabriel Blasi -- CFO
         Phone: 011-54-11-4323-7449
         E-mail: finanzas@cresud.com.ar
         URL: http://www.cresud.com.ar


FLEHJIL S.R.L.: Court Approves Concurso Motion
----------------------------------------------
Court No. 2 of Buenos Aires' civil and commercial tribunal
approved a petition for reorganization filed by Flehjil S.R.L.,
according to a report from Argentine daily La Nacion.

Trustee Ana Maria Blugerman will verify claims from the
Company's creditors until Feb. 14, 2006. After verification
period, the trustee will submit the individual and general
reports in court. Dates for submission of these reports are yet
to be disclosed.

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

The city's Clerk No. 4 assists the court on the case.

CONTACT: Flehjil S.R.L.
         Montiel 4972
         Buenos Aires

         Ms. Ana Maria Blugerman, Trustee
         Parana 774
         Buenos Aires


IEBA: Earnings for the First 9-Month Period Reach $3.3M
-------------------------------------------------------
Holding company Inversora Electrica de Buenos Aires (IEBA)
reported net profits of ARS9.85 million (US$3.3 million) in the
first nine months of the year, according to Business News
Americas. The Company revealed the result in a filing with the
Buenos Aires stock market without providing comparative figures.

As of September 30, IEBA's net equity amount to ARS18.6 million.

IEBA's sole source of income is its controlling stake in Buenos
Aires province-based power distributor Edea, whose cash flow has
fallen sharply because of Argentina's rates conversion into
pesos and the subsequent rates freeze.

In September, Standard & Poor's International Ratings, Ltd.
Sucursal Argentina confirmed its 'raD' rating for US$230 million
worth of debentures issued by IEBA.


INDUSTRIAS CIBERNETICAS: Court Declares Company Bankrupt
--------------------------------------------------------
Court No. 24 of Buenos Aires' civil and commercial tribunal
declared Industrias Ciberneticas Amexa S.R.L. bankrupt, says La
Nacion. The ruling comes in approval of the petition filed by
the Company's creditor, Cosena Seguros S.A., for nonpayment of
$4802.64 in debt.

Trustee Adriana del Carmen Gallo will examine and authenticate
creditors' claims until Feb. 17, 2006. This is done to determine
the nature and amount of the Company's debts. Creditors must
have their claims authenticated by the trustee by the said date
in order to qualify for the payments that will be made after the
Company's assets are liquidated.

Clerk No. 47 assists the court on the case, which will conclude
with the liquidation of the Company's assets.

CONTACT: Industrias Ciberneticas Amexa S.R.L.
         11 de Septiembre 1886
         Buenos Aires

         Ms. Adriana del Carmen Gallo, Trustee
         Avenida Presidente Roque Saenz Pena 651
         Buenos Aires


IRSA: Reports Solid Results for 1Q FY 2006
------------------------------------------
IRSA Inversiones y Representaciones Sociedad Anonima (NYSE: IRS)
(BCBA: IRSA), the largest real estate company in Argentina,
announced first quarter fiscal year 2006 results. Net income for
three-month period ended September 30, 2005 was ARS18.6 million,
or ARS0.09 per share, while earnings per diluted share totaled
ARS0.04, compared with a gain of ARS17.2 million, or ARS0.08 per
share (ARS0.04 per diluted share) for the same period in the
previous year.

Consolidated sales for the three-month period totaled ARS106
million, compared to ARS70.9 million in the same period the
previous year.

The various segments' share in net sales was the following:
Sales and Development, ARS0.5 million; Office and Other Rental
Properties, ARS6.5 million; Shopping Centers, ARS73.7 million;
Hotels, ARS24.9 million; and financial operation and other,
ARS0.4 millions.

Operating income recorded significant growth of 70.8%, from
ARS19.6 million in the first quarter of FY 2005 to ARS33.4
million in the first quarter of FY 2006.

HIGHLIGHTS

- Net income for the first 3 months of FY 2006 was ARS18.6
million, compared to ARS17.2 million in the same period of FY
2005.

- Operating income grew 70.8% during the period, from ARS19.6
million to ARS33.4 million, due to higher sales, which increased
49.5%. EBITDA for the period was ARS53.5 million, an increase of
41% than the same quarter of the previous fiscal year.

- Average occupancy of offices continues to recover, reaching
95% as of September 30, 2005 compared with 83% registered at the
same date of the previous fiscal year.

- During the quarter, the hotel industry continued to
consolidate a positive performance. Average occupancy rates grew
significantly, reaching 75% in the first quarter of FY 2006,
compared to 71% for the first quarter of FY 2005. Average prices
also increased from ARS273 to ARS344.

- The Company has started with the commercialization of two of
the Company's residential projects, San Martin de Tours and
Cruceros Dique 2. Likewise, the Company continued infrastructure
works of Emprendimiento El Encuentro and evaluating potential
investments seeking to add value to the Company's unique asset
portfolio.

- The operating income of APSA, the company that operates the
Company's shopping centers, grew 57.2% over the same quarter a
year ago, reaching ARS28.7 million. The Company's shopping
center portfolio reached an occupancy rate of 99%, whereas the
Company's tenant's sales increased 39.5% in nominal terms.

- Fitch Argentina Calificadora de Riesgo rating company upgraded
the rating of the Company's US$250 Million Global Note Program
(US$35.5 million Secured Notes outstanding) from BB- (Arg) to
BB+ (Arg). Likewise, this rating company upgraded the Company's
controlled company APSA, whose rating was raised to A+(arg),
among the highest in Argentina.

- During the period US$5.5 million were obtained as cash
proceeds from the exercise of warrants, providing us additional
liquidity for the development of new projects.

IRSA is Argentina's largest, most well diversified real estate
company, and it is the only company in the industry whose shares
are listed on the Bolsa de Comercio de Buenos Aires and The New
York Stock Exchange. Through its subsidiaries, IRSA manages an
expanding top portfolio of shopping centers and office
buildings, primarily in Buenos Aires. The company also develops
residential subdivisions and apartments (specializing in high-
rises and loft-style conversions) and owns three luxury hotels.
Its solid, diversified portfolio of properties has established
the Company as the leader in the sector in which it
participates, making it the best vehicle to access the Argentine
real estate market. Additionally, IRSA owns an 11.8% stake in
Banco Hipotecario, Argentina's largest mortgage supplier in the
country which shareholder's equity amounted to ARS2,129 million.

CONTACT: IRSA Inversiones y Representaciones S.A.
         Alejandro Elsztain - Director
         Gabriel Blasi - CFO
         Phone: (5411) 4323 7449
         E-mail: finanzas@irsa.com.ar
         URL: http://www.irsa.com.ar


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

The bankruptcy ruling places the Company under the supervision
of court-appointed trustee, Mr. Jose Luis Carriquiry. The
trustee will verify creditors' proofs of claim until March 2,
2006. The validated claims will be presented in court as
individual reports on April 17, 2006.

Mr. Carriquiry will also submit a general report, containing a
summary of the Company's financial status as well as relevant
events pertaining to the bankruptcy, June 30, 2006.

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

CONTACT: Mr. Jose Luis Carriquiry, Trustee
         Loyola 660
         Buenos Aires


MAX CONTROL: Bankruptcy Initiated, Court to Oversee
---------------------------------------------------
Max Control Segurity S.R.L. enters bankruptcy protection after a
Buenos Aires court ordered the Company's liquidation. The order
effectively transfers control of the Company's assets to a
court-appointed trustee who will supervise the liquidation
proceedings.

Infobae reports that the court selected Mr. Francisco Spigel as
trustee. Mr. Spigel will be verifying creditors' proofs of claim
until the end of the verification phase on Dec. 19, 2005.

Argentine bankruptcy law requires the trustee to provide the
court with individual reports on the forwarded claims and a
general report containing an audit of the Company's accounting
and business records. Dates for the submission of the reports
are yet to be disclosed.

CONTACT: Mr. Francisco Spigel, Trustee
         Avda. Cordoba 859
         Buenos Aires


METROGAS: Reports $31.4M Net Profit Amid Debt Restructuring
-----------------------------------------------------------
Residential gas distributor Metrogas SA (MGS) posted a net
profit of ARS93.5 million ($31.4 million) for the nine months
ended Sept. 30. The Buenos Aires-based gas distributor revealed
the result in a filing with the Buenos Aires stock market
without providing comparative figures. As of September 30, the
Company's equity stood at ARS746 million.

Metrogas is currently trying to restructure some US$450 million
in debt it has not made payments on since 2002. Metrogas
initially invited creditors to subscribe to a debt-restructuring
proposal in the form of an out-of-court settlement known by its
Spanish acronym APE in November 2003.

Metrogas is 70%-owned by the Gas Argentino consortium of BG and
Spain's Repsol YPF (NYSE: REP). Another 20% is floated on the
New York and Buenos Aires stock markets and employees own the
remaining 10%.

CONTACT: MetroGAS S.A.
         Pablo Bosellli
         E-mail: pboselli@metrogas.com.ar
         Phone: (54 11) 4309-1511

         Financial Information Advisor
         Lucia Domville
         E-mail: ldomville@nyc.rr.com
         Phone: (917) 375-1984


PELME INSTALACIONES: Judge Approves Bankruptcy Petition
-------------------------------------------------------
Pelme Instalaciones S.R.L. was declared bankrupt after Court No.
24 of Buenos Aires' civil and commercial tribunal endorsed the
petition of Obra Social de la Union Obrera Metalurgica de la
Republica Argentina for the Company's liquidation, Argentine
daily La Nacion reports.

The court assigned Ms. Susana Vachelli to supervise the
liquidation process as trustee. Ms. Vachelli will validate
creditors' proofs of claim until Feb. 5, 2006.

The city's Clerk No. 47 assists the court in resolving this
case.

CONTACT: Pelme Instalaciones S.R.L.
         Chivilcoy 1230
         Buenos Aires

         Ms. Susana Vachelli, Trustee
         Montevideo 571
         Buenos Aires


SCP: Swings to Profitability in Jan-Sep 2005 Period
---------------------------------------------------
Energy and tourism holding company Sociedad Comercial del Plata
(COME.BA) ended the first nine-months of the year with a net
profit of ARS159.35 million ($53.6 million). Dow Jones Newswires
reports that the figure is a turnaround from a net loss of
ARS10.83 million in the same period a year ago.

Sales during the Jan-Sep 2005 period totaled ARS123.2 million,
up from ARS90.4 million a year earlier.

The Company also booked a gain of ARS140 million from "permanent
investments," a large increase from an ARS6.2 million a year
ago. These investments include oil subsidiary Compania General
de Combustibles (CGC), amusement park Parque de la Costa and
petrochemical unit Dapsa and Parafina SA.

CGC has received court approval for its debt-restructuring offer
but SCP said it is still waiting for a local court to rule on
two appeals to its own debt restructuring.

CONTACT: Sociedad Comercial del Plata
         Av. Davila 350
         Buenos Aires, Argentina
         Phone: 54 1 310-0490
         Fax: 54 1 310-0493



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

FOSTER WHEELER: Accepts Additional Payment of Senior Notes
----------------------------------------------------------
Foster Wheeler Ltd. (Nasdaq: FWLT) announced Friday that it has
accepted for payment an additional $16,515,000 of aggregate
principal amount of its Senior Secured Notes due September 2011,
Series A. The tendered Senior Notes were accepted in connection
with Foster Wheeler's Exchange Offer and brings the aggregate
principal amount of Senior Notes accepted up to $150,003,250.
The number of new common shares issued pursuant to Senior Notes
accepted Friday will be 663,556.185. As of November 10, 2005,
Foster Wheeler had 56,219,650 outstanding common shares. The
Exchange Offer expired at 5:00 p.m., New York City time, on
November 10, 2005 and, as of such date, approximately $111.5
million of aggregate principal amount of Senior Notes remains
outstanding.

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

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

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

         URL: www.fwc.com



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

ELETROBRAS: S&P Assigns BB- Rating to $300M Note Issue
------------------------------------------------------
Standard & Poor's Ratings Services has assigned its 'BB-' rating
to Eletrobras - Centrais Eletricas Brasileiras S.A.'s
forthcoming US$300 million unsecured and unsubordinated notes
due in 2015. The global scale corporate credit ratings at 'BB-'
foreign currency and 'BB' local currency were also affirmed. The
outlook is positive.

The note proceeds will be used to build up cash reserves that
were partially used during 2005 to repay Brazilian real (BrR)
1.1 billion (about US$475 million) of debt maturities, as well
as to fund part of the company's many investments in generation
and transmission projects.

Eletrobras' ratings are linked to the credit quality of the
Federative Republic of Brazil (sovereign ratings foreign
currency BB-/Positive/-- and local currency BB/Positive/--). The
company is majority owned by the government (58.4%), and
Standard & Poor's believes that the government has strong
incentives to support Eletrobras in case of need given its
strategic role in the financing of the electric power industry
in Brazil, and in managing federal assets in generation,
transmission, and distribution.

The positive outlook on the local and foreign currency rating
reflects those of the Federative Republic of Brazil.

"The positive outlook also reflects the expectation that
Eletrobras will continue to play an essential role in Brazil's
electricity sector and therefore continue receiving implicit
support from its majority owner, the federal government," said
Standard & Poor's credit analyst Juliana Gallo.

Eletrobras is expected to comfortably cover its debt-service
obligations, considering its liquidity position. Holding company
debt levels are moderate, with 53% (from multilateral
institutions) guaranteed by the federal government.

Complete ratings information is available to subscribers of
RatingsDirect, Standard & Poor's Web-based credit analysis
system, at www.ratingsdirect.com. All ratings affected by this
rating action can be found on Standard & Poor's public Web site
at www.standardandpoors.com; under Credit Ratings in the left
navigation bar, select Find a Rating, then Credit Ratings
Search.

Primary Credit Analyst: Juliana Gallo, Sao Paulo (55) 11-5501-
8948; juliana_gallo@standardandpoors.com

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


EMBRATEL: Moody's Reviews Debt Ratings for Possible Upgrade
-----------------------------------------------------------
Moody's Investors Service has today placed the debt ratings of
Empresa Brasileira de Telecomunicacoes S.A. ("Embratel") on
review for possible upgrade. The review follows Embratel's
overall improved capital structure following a capital increase
earlier this year of approximately BRL 1.8 billion to repay
existing debt. Additionally, the rating review for possible
upgrade recognizes Telefonos de Mexico S.A. de C.V.'s
("Telmex"), rated A2, increased ownership of 72.3% of Embratel
following the recently announced organizational restructuring of
Telmex's operations in Brazil.

Ratings placed under review are as follows:

- US$180 million senior unsecured global bonds due in 2008: B1
(Foreign Currency)

- Global Local Currency Issuer Rating -- B1

- Brazilian National Scale Issuer Rating -- Baa1.br

Embratel's holding company, Embratel Participacoes ("Embrapar"),
will purchase 100% of Telmex do Brasil ("TDB") and 37.1% of Net
Servicos de Comunicacão S.A. ("Net") through issuance of 230.5
billion Embrapar ordinary shares to Telefonos de Mexico, S.A. de
C.V. ("Telmex").

Moody's review will focus on:

1) Embratel's revenue growth strategy with TDB and Net as long
distance and data services continue to suffer severe competitive
pressures from incumbent wire line carriers and wireless
operators;

2) the Company's free cash flow generation in light of its
planned capital expenditures for the next few years;

3) Embratel's financial policy and targets going forward; and

4) understanding Telmex's commitment, level of support and plans
with its majority ownership of Embratel.

Embratel S.A., based in Rio de Janeiro, Brazil, is the incumbent
long-distance service provider in Brazil and offers a wide array
of advanced communications services over its own network.


NET SERVICOS: Moody's Places B3 Rating on Review for Upgrade
------------------------------------------------------------
Moody's Investors Service has placed on Friday Net Servicos de
Comunicacoes S.A's ("Net") Global Local Currency Corporate
Family Rating of B3 on review for possible upgrade following the
successful issuance of BRL 650 million in BRL denominated local
debentures, which proceeds will be used to prepay more expensive
debt, while extending the average tenor of Net's debt and
reducing its foreign currency exposure. In addition, Moody's
believes that the recent organizational restructuring of Telmex'
operations in Brazil evidences the importance of Net in the
group's growth strategy in the region.

The review will focus on:

1) Net's growth strategy in light of the company's new ownership
and capital structure;

2) the company's free cash flow generation abilities in light of
its necessary investment plans; and

3) Net's acquisition strategy and financial policy going
forward.

Net Servicos Comunicacoes S.A., based in Sao Paulo, Brazil, is
the largest pay-TV service provider in Brazil with approximately
1.5 million subscribers. The company also offers bidirectional
broadband service through its Virtua franchise.


UNIBANCO: Net Income Up Substantially Year Over Year
----------------------------------------------------
Highlights - Balance Sheet

- Stockholders' equity totaled BRL8,986 million at the end of
the quarter, up 13.3% from September 30, 2004.

- Unibanco's consolidated total assets reached BRL88,423 million
at the end of September 2005, up 5.5% from September 30, 2004.

- Retail credit portfolio grew 34.9%, in the last 12 months,
positively impacted by credit card and small and medium
enterprises (SMEs) transactions. Wholesale portfolio increased
by 12.4%. Therefore, total loan portfolio grew by 24.0% growth,
in comparison with a 18% rate for the national financial system
in the same period (source: Brazilian Central Bank).

- Total deposits and assets under management (AUM) reached
BRL70,254 million at the end of the quarter, of which BRL35,700
million from assets under management.

- As of September 2005, core deposits (demand deposits, savings
deposits and SuperPoupe deposits) had increased 10.7% in
comparison with September 2004. This growth rates surpasses the
market average - 6.6% over the same period, a positive sign that
Unibanco's initiatives to improve funding composition have been
on target.

Highlights - Results

- At BRL2,092 million, the financial margin before provision for
loan losses, adjusted for the net effects of investments abroad,
grew by BRL128 million from 2Q05. The 27.9% growth registered in
9M05, compared with the same period in 2004, was favorably
influenced by a 17.4% increase in revenue from lending
operations, supported by a change in mix and higher volume.

- The annualized financial margin, before provision for loan
losses, in 3Q05, increased to 10.5% from 8.7% in 3Q04.

- In the 9M05, personnel and administrative expenses rose just
1.3% compared with 9M04. In the comparison of the 3Q05 with the
2Q05, the increase in personnel and administrative expenses was
7.4%, despite the impact, fully absorbed in September, of the
collective bargaining agreement.

- Given the effects of the reestructuring process, adherence to
the cost control program and the budgetary discipline through
9M05, Unibanco estimates that personnel and administrative
expenses will post a growth below 2% in 2005.

Public Offering of Units and GDSs

- The Public Offering of Units and GDSs was successfully
completed on September 23, 2005. The Offer, one of the largest
in the Brazilian market in the last years, amounted to
approximately BRL1.8 billion, including the total performance of
the greenshoe option. Demand for Units and GDS surpassed the
offering book by three times.

Financial Information

Performance

Performance Highlights

Unibanco's 3Q05 net income was BRL475 million, up 45.3% in
comparison with 3Q04. 9M05 net income was BRL1,329 million, up
46.4% from the same period in 2004. Operating income for the
quarter totaled BRL763 million, up 37.2% from 3Q04 and 11.5%
compared with 2Q05. Operating income, 9M05 versus 9M04, posted a
growth of 51.1%, reaching BRL2,158 million.

The bank's restructuring process, launched during late first
semester 2004, continues to bear results. The annualized return
on average equity has remained above 20% since 4Q04, reaching
23.3% in 3Q05.

3Q05 net income posted 4.9% growth when compared with 2Q05, in
spite of the fully absorbed BRL44 million impact, in September,
by the collective bargaining agreement. This agreement involved
a one-time bonus payment of BRL1,700 per employee and a 6% wage
increase. As a consequence, personnel and administrative
expenses rose 7.4% compared with 2Q05. Nevertheless, 9M05 versus
9M04, the growth was only 1.3%, due to efficiency gains and the
sale of Credicard and Orbitall. Operating Income posted a growth
of 11.5% compared with 2Q05, as a result of the improvement in
the financial margin and fees from services rendered.

The credit portfolio increased 16.0% in 9M05, more than double
the rate of growth registered for 9M04 (7.2%).

This activity boost, along with a budgetary discipline
(Personnel and administrative expenses advanced by just 1.3%,
9M05 versus 9M04, including the effects of the afore mentioned
collective bargaining agreement), led to a 980 b.p. improvement
in the efficiency ratio, to 51.4% in 3Q05.

The growth in net income in the 3Q05 compared with 3Q04 was
largely due to:

- Retail credit portfolio growth of 34.9%, positively impacted
by credit card and small and medium enterprises (SMEs)
transactions; and 12.4% growth in the Wholesale credit portfolio
headed to a 24.0% growth in the total loan portfolio, in
comparison with a 18% rate for the national financial system in
the same period (source: Brazilian Central Bank);

- Credit quality improvement: non-accrual (credit overdue more
than 60 days) portfolio coverage rose to 117.2%, from 99.2% a
year ago. The non-accrual portfolio, as of September 2005,
represented 4.1% of total credit portfolio, down from 4.7% in
September 2004;

- Fees from services rendered were up 20.5%, largely due to the
increase in credit card and capital markets fees, adjusted for
the sale of Credicard and Orbitall, during the 4Q04;

- Improvement of the efficiency ratio to 51.4%, in the 3Q05,
from 61.2%, reflecting the benefits attained by the
restructuring process since its inception late first semester
2004.

Important initiatives at all divisions had a favorable impact on
the quarter's results. The focus on retail operations was
maintained, as shown by the strong growth in consumer finance
and the renovation of Unibanco's branches. The branch redesign
goes beyond layout, aiming to improve the service quality; this
new service model is called "Novo Modelo de Atendimento". Refer
to the section: Branch Network.

At the Wholesale business, the highlights were the bank's 2nd
position, ranked by Cetip, as the most active in the swap market
and the 2nd position among financial agents for BNDES-Exim
(National Economic and Social Development Bank). The insurance
and private pension plans businesses kept the leadership in
property risk, aviation, D&O, international freight and extended
warranty, according to the most recent data for the sector,
released in August 2005 by Susep. Unibanco Private Bank placed
2nd in assets under management on Anbid's global ranking, with a
market share above 10% in September 2005.

Performance Indicators

Stockholders' equity totaled BRL8,986 million at the end of the
quarter, up 13.3% from September 2004.

Annualized return on average equity (ROAE) was 23.3% in the
quarter and 21.3% in 9M05.

Financial Margin

At BRL2,092 million, the financial margin before provision for
loan losses, adjusted for the net effects of investments abroad,
grew by BRL128 million from 2Q05. The 27.9% growth registered in
9M05, compared with the same period of last year, was favorably
influenced by a 17.4% increase in revenue from lending
operations, supported by a change in mix and higher volume.
The annualized financial margin, before provision for loan
losses, in 3Q05, increased to 10.5% from 8.7% in 3Q04.

Assets

Unibanco's consolidated total assets reached BRL88,423 million
at the end of September 2005, up 6.9% from June 30, 2005, mostly
as a result of loan portfolio growth, mainly in the Retail
segment, and also due to funding obtained in the open market.
The Perpetual Securities issuance, total amount of US$500
million, also triggered total assets growth. Please refer to the
section: Funding.

In the last 12 months, total assets grew 5.5%, in spite of
goodwill amortization of incorporated companies and a decrease
in deferred tax assets. Moreover, the annualized return on
average assets increased from 1.6% in 9M04 to 2.1% in 9M05.

Assets - Marketable Securities

The market value of the marketable securities, classified as
held to maturity, was BRL4,414 million on September 30, 2005.

Assets - Loan Portfolio

Loan portfolio grew by 24.0% over the past 12 months. The
highlight was the Retail portfolio up 34.9%, in line with the
efforts to increase market share in this higher-margin and more
profitable segment.

The credit portfolio increased 16.0% in 9M05, more than double
the rate of growth registered for 9M04 (7.2%); as a consequence
of the commercial bank and other companies portfolio (24.6% in
9M05 versus 11.8% in 9M04) and SMEs loan portfolio (20.1% in the
9M05 versus 10.0% in 9M04).

Retail credit portfolio, which comprises individuals and SMEs,
accounted for 56% of the total portfolio at the end of the
quarter, compared with 52% in September 2004.

The Wholesale loan portfolio increased 12.4% since September
2004. In September 2005, the dollar-indexed loan portfolio rose
to US$2,756 million from US$2,192 million in September 2004.
However, due to local currency appreciation, this loan portfolio
posted a 2.3% drop, in Reais, in the period.

Individual loan portfolio totaled R$14,061 million at the end of
September 2005, with a cumulative growth of 33.2% over the past
12 months. The highlight was the growth of consumer credit
companies of 37.2% in the last 12 months, and 8.4% in the
quarter, which include credit card companies (Unicard and
Hipercard) and consumer finance companies (Fininvest, PontoCred,
LuizaCred and SonaeCred). Commercial bank and other companies'
loan portfolio grew by 30.5% over the past 12 months.

Corporate loan portfolio increased by 19.0% over the last 12
months and 4.7% in the past 3 months, bolstered by the growth in
the loan portfolio of small and medium enterprises (SMEs), which
increased 38.4% Y-o-Y and 5.4% Q-o-Q. It is important to note,
in this segment, the focus on accounts receivable financing,
overdraft, guaranteed accounts, working capital lending, BNDES-
Finame funded loans, and cross-sales that resulted in an
impressive conquest of new payroll accounts and the
accreditation of new retailers and co-branded cards partners.

The auto financing portfolio increased 30.5% Y-o-Y, reaching
BRL4,368 million as of September 30, 2005.

Unibanco participates in this segments through its brands:
Dibens and Unibanco Financeira, throughout Brazil, being the
leader of heavy vehicle financing. Please refer to the section:
Auto Financing.

Products offered by the commercial bank include, among others,
personal loans, overdraft, and mortgages.

Unibanco offers different home financing options, from
traditional mortgages to Sistema Facil (in partnership with
homebuilders) and Plano Unico (Letters of Credit). The mortgage
portfolio was BRL1.3 billion, as of September 30, 2005.

Assets - Allowance and Provisions for Loan Losses

The balance for consolidated allowance for loan losses at the
end of the quarter was BRL1,789 million, or 4.9% of the total
loan portfolio, composed of:

BRL710 million in compliance with Resolution 2,682, related to
overdue credits; BRL690 million relative to risk parameters
contemplated by Resolution 2,682, for falling due credits;
BRL389 million based on more conservative percentages than those
required by the Regulatory Authority.

The balance of credits rated from AA to C comprised 92.7% of the
total loan portfolio at quarter-end, up from 92.2% in September
2004. Credits rated from E to H made up 4.3% of the total loan
portfolio, down from the 4.9% in September 2004, and also lower
than allowance for loan losses over total loan portfolio of
4.9%.

Allowance for loan losses over the loan portfolio rated E-H
stood at 112.1% at the end of the quarter, in line with the
percentage reached in June 2005, and significantly higher than
the 95.8% on September 30, 2004.

Allowance for loan losses as a percentage of falling due
installments reached 111.1% on September 30, 2005, up from 93.4%
on September 2004, indicating an improvement in credit quality.
The ratio between allowance for loan losses and the non-accrual
credit portfolio (comprising interest and principal payments
past due for 60 days or longer) was 117.2% at the end of the
quarter. The non-accrual portfolio as a percentage of the total
loan portfolio was 4.1% in September 2005, significantly lower
than the ratio registered in September 2004.

Provision for loan losses in 9M05 was BRL1,248 million, above
the total of net write-offs in the amount of BRL1,004 million.
Net write-offs as a percentage of the total credit portfolio, at
2.7% in 9M05, progressed favorably in the period, from 3.1% in
9M04, despite the total loan portfolio growth.

Assets - Investments Abroad

Unibanco, as of September 30, 2005 registered a total of US$677
million in investments abroad, which compares to US$691 million,
as of June 30, 2005. During the course of 3Q05, these
investments were reduced by dividend payments.

Unibanco adopts a hedging policy to protect its investments held
abroad from adverse currency fluctuations and fiscal effects.
During 3Q05, there was a loss of BRL42 million on Investments
abroad, due to the 5.5% Real appreciation, related to the US-
dollar, mitigated by BRL87 million structural hedge gain (short
position in foreign exchange).

Funding

Total deposits and assets under management (AUM) reached
BRL70,254 million at the end of the quarter, of which BRL35,700
million from assets under management.

In September 2005, core deposits (demand deposits, savings
deposits and SuperPoupe deposits) increased 10.7% from September
2004. This growth rates surpasses the market average (6.6% over
the same period in 2004), a positive sign that Unibanco's
initiatives to improve funding composition have been on target.
In the quarter, core deposits growth was in line with the market
growth, with highlight for the Superpoupe's increase of 11.8%.
Investment funds and portfolios under Unibanco Asset Management
(UAM) stewardship had BRL35,700 million in assets at quarter-
end, up 9.3% from September 2004. Please refer to the section:
Wealth
Management.

Funding in local currency totaled BRL54,633 million on September
30, 2005 up 4.5% from September 2004, mostly as result of the
growth in deposits and a drop in funding obtained in the open
market. Total funding in foreign currency decreased 3.8%, in the
last 12 months, in local currency terms to BRL14,253 million
under the impact of a 22.3% appreciation of the Brazilian Real
in the period.

In July 2005, Unibanco placed, through its Grand Cayman branch,
US$500 million in perpetual securities, rated Ba2 by Moody's
Investors Service. Interest on these bonds will accrue at an
annual rate of 8.7% per annum, paid on a quarterly basis. These
securities may be subjected to redemption by Unibanco, in whole,
on July 29, 2010 or any interest payment date occurring
thereafter, upon Brazilian Central Bank approval. This issuance
explains the 77.7% growth of subordinated debt, denominated in
foreign currency in 3Q05.

In September 2005, Unibanco completed a Liquidity Facility
transaction of US$200 million. It is an innovative and hybrid
funding instrument in the global financial market. Please refer
to the section: Liquidity Facility.

Local and Foreign Currency Balances

An increase in the balance of foreign-currency denominated
marketable securities reduced Unibanco's net short position
during the quarter to BRL1,077 million, down from BRL569
million, despite the issuance of Perpetual Securities, in 3Q05,
in the amount of US$500 million.

Capital Adequacy and Fixed Asset Ratios

Considering the issuance of Perpetual Securities in July 2005,
Unibanco's BIS ratio, as of September 30, 2005, reached 18.2%,
above the minimum 11% level determined by the Central Bank.
Besides the contribution of the issuance of Perpetual
Securities, the increase of 210 b.p. compared with June 2005, is
also explained by a decrease in net FX position, as a result of
the increase in the balance of foreign currency denominated
marketable securites.

The fixed asset ratio, as of September 2005, stood at 41.4%,
with an expressive improvement from the 47.8% ratio obtained in
September 2004, primarily as result of incorporated companies'
goodwill amortization, in the end of 2004, and stockholders'
equity growth.

Efficiency Ratio

Unibanco's efforts to optimize revenues and rationalize expenses
continue to bear results: the efficiency ratio reached 51.4% in
3Q05 from 61.2% in 3Q04.

The 20.6% growth in revenues, coupled with cost-contention
measures that held the increase in personnel and administrative
expenses at just 1.1%, helped improve the efficiency ratio to
51.4% in 3Q05.

Revenue by Type of Business

The share of the financial income in the total revenue by
business type increased to 41%, in 9M05, from 38% in the same
period of last year. This reflects not only loan portfolio
growth, but also higher margin segment positioning. 200 b.p.
growth in credit card fees is due to the acquisition of
Hipercard, credit card acquirer and issuer.

Fees from Services Rendered

Total fees reached BRL870 million in 3Q05, up 20.5% in the past
12 months, excluding fees from Credicard and Orbitall, both sold
during 4Q04.

Banking fees totaled BRL479 million in 3Q05, up 17.4% from 3Q04;
with strong growth in revenues from capital markets
transactions. Credit card fee revenues, at BRL286 million in
3Q05, were up 33.6% from 3Q04, bolstered by the growth in the
credit-card base, sales campaigns and synergies with the branch
network.

Fees from asset management totaled BRL305 million in 9M05, up
6.3% from 9M04, reflecting the growth in assets under
management.

Personnel and Administrative Expenses

Personnel and administrative expenses increased 1.3% in 9M05
from 9M04, as result of gains in cost-efficiency and the sale of
Credicard and Orbitall. The increase in personnel and
administrative expenses was 7.4%, in 3Q05 compared with 2Q05,
despite the impact, fully absorbed, in September, of the new
collective bargaining agreement that included a 6.0% wage
increase and an non-recurring BRL1,700 bonus payment per
employee.

The restructuring process, implemented at the end of 1H04,
continues to produce results. One of the consequences was an
increase of just 1.1% in the total of personnel and
administrative expenses in 3Q05 from 3Q04 (also impacted by the
effects of the sale of Credicard and Orbitall) in comparison
with an increase of 6.1% in the IPC-A during the same period.

Despite the increased spending with the expansion of the
consumer finance businesses during 9M05, the efficiency ratio
improved significantly to 51.4% in 3Q05, benefiting from the
restructuring process. The commercial bank's personnel spending
remained practically stable in comparison with 3Q04, excluding
the effects from the new collective bargaining agreement.

Given the effects of the reestructuring process, adherence to
the cost control program, and budgetary discipline through 9M05,
Unibanco estimates that personnel and administrative expenses
will post a growth below 2% in 2005.

Personnel and Administrative Expenses - Personnel Expenses

Despite the new collective bargaining agreement (6.0% wage
increase beginning September 2005 and an BRL1,700 bonus per
employee), personnel expenses fell by BRL39 million in 9M05 from
9M04, reflecting efficiency gains from corporate restructuring
and the sale of Credicard and Orbitall.

Excluding the 3Q05 effects from the new collective bargaining
agreement and business expansion, personnel expenses droped from
2Q05.

Personnel and Administrative Expenses - Administrative Expenses

In 3Q05, excluding organic growth, marketing expenses (mostly
for Fininvest and Hipercard), and advisory services, the other
administrative expenses were up by at a modest 1.9% from 2Q05.

Other Operating Income and Expenses

This group of accounts consists mainly of fiscal, labor and
civil provisions, goodwill amortization from acquisitions and
dividends received from other investments. This account incurred
a net expense of BRL203 million in 3Q05, from a BRL241 million
net expense in the previous quarter, mainly as a consequence
from an increase in provisions in the 2Q05, as a result of the
BRL238 million indemnity from Caixa Geral de Depositos, fully
designated to fiscal, labor and civil provisions. The indemnity
was related to guarantees due to Banco Bandeirantes'
acquisition.

Quarter Highlights

Brazilian Economy

A marginal decline in activity, particularly in the
manufactoring sector, relative to the prior quarter, set the
tone for the economy in 3Q05. During the period, the perception
that former price pressures had been contained and that headline
inflation was converging to the official target, motivated the
Central Bank to start, in September, a gradual easing cycle,
cutting the Selic rate by 25 b.p. at that month's Copom meeting,
down to 19.50% p.a. from 19.75% p.a.

Large liquidity in global capital markets, vigorous exports, and
improving solvency indicators, both domestically and
internationally, have contributed to the perception that
Brazil's Sovereign Risk was decreasing.

This scenario favored the domestic currency, which continued to
gain ground, appreciating 5.5% in the quarter and 16.3% since
the end of 2004. This motivated the National Treasury to absorb
excess currency inflows by purchasing dollars in the spot
market.
The public debt/GDP ratio reached 51.4% at the end of the
quarter, down from 51.7% from year-end 2004.

In 3Q05, the cumulative inflation (measure by IPCA) was 0.8%,
below the figure for 2Q05 of 1.3%. During 9M05, the cumulative
inflation reached 4.5%.

Industrial production (measured by IBGE) was up 4.19% in 9M05
compared to the same period of last year. Retail Unibanco's
Retail segment reached 19.7 million clients throughout the
country. The full-service commercial bank serves individuals and
small and medium enterprises (SMEs); Unicard and Hipercard
provide credit card companies; Fininvest, PontoCred and
LuizaCred, among others, focus on consumer finance; Banco Dibens
and Unibanco Financeira offer financing for cars and commercial
vehicles (auto financing).

Retail loan portfolio reached BRL20,820 million, up 34.9% for
the past 12 months. These loans comprised 56% of Unibanco's
total loan portfolio in September 2005, up from 52% in September
2004, in line with the strategy of growing business in higher-
margin segments.

Indivilduals loan portfolio stood at BRL14,061 up 5.3% for the
quarter. The highlight of the period was the expansion of BRL997
million registered by the credit card loan portfolio during
3Q05, boosted to a BRL3,325 million in September 2005, growth of
42.8% and 15.4% in comparison with September 2004 and June 2005,
respectively. The SMEs loan portfolio grew by 38.4% over the
past 12 months and 5.4% from June 2005.

Commercial bank and other companies posted a 30.5% expansion
during the last 12 months and 3.1% in the quarter.

Retail - Branch Network

At the end of 3Q05, Unibanco had a network of 909 branches and
359 corporate-site branches. Unibanco's branches have been
undergoing remodeling since the beginning of the year, when the
new logo and new marketing positioning were formally launched.
However, the remodeling process goes beyond physical layout and
logo to accommodate a New Service Model.

The New Model aims at improving service efficiency, through the
rationalizatiing the network processes, optimizing management
time, and developing tools in order to reduce time of response
to clients' demands.

Retail - SMEs

The Retail banking business segment serves small and medium
enterprises (SMEs), with annual sales up to BRL150 million,
offering credit facilities, accounts receivable financing and
payroll services, in addition to cash flow management products.
The affiliation of credit cards in retailers overperformed in
the quarter, with 57,000 new accredited retailers, representing
a continous growth throughout the year. This segment serves over
500,000 clients.

The SMEs loan portfolio reached BRL6,759 million, up 38.4% in
the last 12 months. The highlight of the period was the increase
in participation of the accounts receivable linked products.

Retail - Consumer Credit Companies

Unibanco's Consumer Credit Companies covers consumer finance and
credit cards segments trough Unicard, Hipercard, Fininvest,
PontoCred (partnership with Globex, Ponto Frio department store
chain's parent company), LuizaCred (partnership with Magazine
Luiza department store chain), SonaeCred (partnership with Sonae
distribution chain), and Redecard (joint venture with three
other partners).

Retail - Consumer Credit - Credit Card Companies

Unibanco's credit card business is constituted by Unicard, a
credit card issuer, and Hipercard, credit card acquirer and
issuer. Together, these companies posted BRL231 million net
income in 9M05, up 58.2% from 9M04. In the quarter, net income
reached BRL76 million, up 20.6% from 3Q04.

The consolidated revenues, as measured by total credit card
charges and cash withdrawals, reached BRL3,785 million in 3Q05,
up 35.1% and 16.6% from 3Q04 and 2Q05, respectively. The loan
portfolio totaled BRL3,325 in September 2005, a 42.8% growth
from the same period in the previous year and 15.4% from June
2005. In the 3Q05, the number of transactions was up 14.9% from
2Q05.

Unicard and Hipercard consolidated fee revenues have registered
steady improvement, reaching BRL110 million in 3Q05, up 14.6%
from 2Q05. This good performance is attributed to a growth in
the credit-card base, which is a result of successful commercial
efforts in the branch network and other channels.

Hipercard's acquiring network has reached more than 102,000
points-of-sale, 83% located in the Northeast of Brazil.

Unicard innovated in offering the option to pay bills via credit
card, increasing the depth of cross sales. Unicard also
maintained its nationwide leadership in the co-branded credit
card segment.

Retail - Consumer Credit - Credit Card Companies - Redecard

Redecard is responsible for capturing and transmitting all
credit and debit cards transactions of the MasterCard, Maestro,
Diners Club, and RedeShop brands in Brazil. Redecard also
provides some products and services for its customers, such as
leasing to retailers machines used for the processing of debit
and credit card transactions.

Redecard equity income was BRL29 million in 3Q05, up 26.1% from
3Q04 (including Consórcio Redecard revenues after taxes). In
9M05, Redecard equity income was BRL88 million, 33.3% above
9M04. The company processed over 262 million transactions in the
3Q05 and registered BRL16,732 million in revenues, up 7.8% from
2Q05.

Retail - Consumer Credit - Consumer Finance Companies

Fininvest, PontoCred, LuizaCred e SonaeCred constitute the
consumer finance segment companies, which contributed with BRL49
million equity income in 3Q05, and BRL169 million in 9M05. The
3Q05 result reflects an increase in loan coverage and a larger
provision for loan losses on account of discontinuing some
Fininvest's operations.

The quarter's highlight for the segment was the growth in
Fininvest's private-label card business, with 24 new retail
partnerships, particularly with home improvement stores, such as
the Leroy Merlin chain. At the end of the quarter, Fininvest had
270 fully owned stores, 28 kiosks, 303 mini-stores and over
12,000 points-of-sale.

In August 2005, Fininvest was recognized as "Top of Mind" among
consumer finance companies in a survey conducted by Research
International.

In September 2005, LuizaCred had 337 stores and PontoCred had
357 stores.

Consumer finance companies loan portfolio totaled BRL2,734
million in September 2005, up 35.7% in 12 months.

Retail - Auto Financing

Unibanco operates nationwide in the Auto Financing segment
through Dibens and Unibanco Financeira brands.

It finances all sorts of vehicles, from motorcycles and
passenger cars to buses and heavy trucks. Unibanco is the
industry leader in financing heavy commercial vehicles.

The auto financing business posted a BRL11 million net
managerial income in 3Q05 and BRL29 million in 9M05. At the end
of September 2005, the segment had BRL4,368 million loan
portfolio, up 30.5% from the same period in 2004.

Retail - Annuity

Unibanco Capitalizacao is responsible for the annuity business;
the 3Q05 revenues totaled BRL102 million, up 20.0% from 3Q04,
with marketing efforts for the MegaPlin, as a main feature. In
9M05, Unibanco Capitalizacao sales totaled BRL290 million, up
21.3% from 9M04.

The Unibanco Capitalizacao net income was BRL19 million in 3Q05
and BRL59 in 9M05, a growth of 18.8% and 20.4% from 3Q04 and
9M04, respectively, this increase was due to relevant commercial
efforts during the period.

Wholesale

The Wholesale serves companies with annual sales above BRL150
million, in addition to institutional investors.

The segment strategy blends regional coverage and industry-
specific expertise, focused on the development of long-term
relationship banking. Unibanco's Wholesale segment has been
consistently well positioned in M&A, Project Finance and Fixed
Income and Equity Capital Markets.

In September 2005, the wholesale loan portfolio grew by 12.4% in
the past 12 months. Dollar-indexed credit portfolio was US$2,756
million at the end of the quarter, compared with BRL2,192
million in September 2004.

The main highlights of the Wholesale segment in the quarter
were:

- Lead manager in seven debenture issues (Telemar, Vicunha
Siderurgia, Sanepar, Celpe, AES-Tiete, Net and Eletropaulo), in
the total amount of BRL3.4 billion. Unibanco occupies the 2nd
place in Anbid's ranking of debenture origination and
distribution.

- Lead manager in important equity transactions. In September
2005, the Wholesale segment led a secondary public offer of 86.1
million of Unibanco Units, held by Caixa Brasil, SGPS, S.A.,
totaling BRL1.8 billion, which constituted the largest
transaction involving a Brazilian company since 2002. In July
2005, Unibanco managed OHL Concesiones' IPO, in the amount of
BRL496 million.

- Disbursement of BRL589 million as a financial agent for BNDES
(Brazilian National Social and Economic Development Bank),
ranking 2nd in BNDES-exim onlendings, with BRL257 million
disbursed, and 3rd in the overall ranking. In the 9M05, Unibanco
also ranked 2nd in BNDES-exim onlendings and 3rd in the overall
ranking, corresponding to a 21.2% and 9.9% market share,
respectively.

- Total balance of US$1.8 billion in trade finance and
international warranties transactions. Unibanco attained a 4.8%
growth in its locally originated trade finance transactions,
reaching US$955 million.

Domestically issued warranties and letters of credit totaled
US$288 million in the quarter, up 8.7% from 2Q05, whereas trade
finance transactions originated offshore were up 7.2% in the
quarter.

- Managed the structuring and distribution of shares in the
Cataguazes-Leopoldina Credit Rights Investment Fund, totaling
BRL210 million.

- Financial advisory services to the following groups: USJ -
Acucar e Alcool on the project and implementation of a new
industrial plant involving R$186 million; Rezende Barbosa, on
the implementation of an investment project worth BRL73 million;
Queiroz Galvao Perfuracoes, on the structuring of a financial
transaction totaling BRL45 million; and Concessionaria
Rodoviaria Vianorte, on the development of a complementary
investment project in the amount of BRL45 million.

- Attained the 2nd position in Cetip's ranking of most active
banks in the swap market. The cumulative portfolio reached
BRL2.3 billion, boosting the bank's position among the most
active firms in derivative structured transactions for clients.

- Equity Research department recognized as one of the Top 10
Research Houses in the 2005 ranking of Institutional Investor's
All-Brazil Research Team, with analyst Tania Sztamfater winning
the 1st place in the Consumer Goods category, and Carlos Albano
placing 3rd in the category of Aerospace, Transportation and
Industrials.

Insurance and Private Pension Plans

The insurance and private pension plans businesses registered
BRL81 million net income in 3Q05, and BRL241 million in 9M05.
Annualized ROAE was 24.5% and 23.4% in 3Q05 and 9M05,
respectively. Insurance and private pension consolidated
technical reserves stood at BRL6,678 million in September 2005,
up 30.8% from 3Q04.

Insurance and private pension Plans consolidated revenues
totaled BRL1,069 million in 3Q05 and BRL3,280 million in 9M05.

The combined ratio, which is a measure of operational efficiency
for insurance companies, was 99.3% in 9M05 and 99.5% in 3Q05,
below 100%. In its extended concept, which includes financial
revenues, the combined ratio for the quarter was 86.3%, compared
with 87.7% in 3Q04.

Unibanco Insurance and Pension Plans segment currently occupies
the 4th position, with a 7.8% market share as of August 2005,
according to the rankings by Susep (Private Insurance Regulatory
Body), Anapp (National Association Of Private Pension Funds) and
ANS (supplementary health insurance regulatory agency).

The company secured its leadership in the segments of property
risk, aviation, D&O (Directors and Officers) and international
freight, in addition to extended warranty, according to the
latest data series released by Susep (August 2005). In line with
the strategy of furthering cross-sales efforts, the insurance
company launched in 3Q05 an incentive program to acquire new
current accounts through its agent network and service
suppliers.

Unibanco AIG Insurance and Pension Plans, in an effort to grow
its market share in the small business segment, started to
offer, during the quarter, additional sales incentives for
"Seguro Empresa Express" (Express Insurance Business) product.
This is a multi-risk policy, designed for small businesses,
especially in the retail and services segments, located in large
urban centers. It covers a range of 24 guarantees, with variable
rates and deductibles according to the business regional
location, and offers the possibility of wrapping life and
accident insurance into the same policy.

The Pension Plans business registered a net income of BRL53
million in 9M05, a 12.8% growth compared with the same period of
2004. Revenues from this business totaled BRL266 million in 3Q05
and BRL920 million in 9M05.

Unibanco AIG Vida e Previdência ranked 4th, in terms of
revenues, among pension plans as of August 2005. In terms of
corporate pension plans sales, Unibanco AIG Previdencia took the
2nd place by cumulative revenues, reaching BRL536 million in the
9M05, according to Anapp's data survey. The company serves 1,264
corporate clients and 759,000 individual costumers, of which
233,000 are enrolled in corporate plans, with a 25.1% market
share.

Wealth Management

Unibanco Asset Management (UAM) closed September 2005 with
BRL35,700 in assets under management, up 1.7% for the quarter
and 9.3% in the last 12 months. Its market share in September
2005 was 4.9%.

In October 2005, UAM launched two additional programs aimed at
expanding UAM's client-base while boosting its synergies with
the credit card business. The "PoupeGanhe" campaign promotes
lotteries for cars and homes for its investors, while the
PopeVoe program, through the "Fundo Mais Milhas DI" (More Miles
DI Fund), awards extra airline free miles to Unicard Smiles
cards holders.
Standard & Poors affirmed on July 20, 2005 the AMP1 (Very
Strong) rating issued to UAM's Asset Management - Banco de
Investimento S.A., reflecting the quality of UAM practices in
managing third parties' funds.

According to the industry's Global Ranking, published by Anbid,
the assets under management of the Private Bank registered in
September 2005 a 30.9% growth in comparison with December 2004.
The Private Bank ranked 2nd in Anbid's survey, with a 10.2%
market share in September 2005.

Unibanco Holdings

Unibanco Holdings assets consist exclusively of its
participation in Unibancofs capital. The entirety of Unibanco
Holdings equity is invested in Unibanco Y Uniao de Bancos
Brasileiros S.A. and, therefore, its performance and operating
results reflect those of Unibanco.

In 3Q05, Unibanco Holdings S.A. net income was BRL260 million,
or BRL0.32 earnings per share. Stockholders equity at quarter-
end was BRL5,229 million. The ROAE was impacted by tax
provisioning (PIS and Cofins) on revenues from interest on
capital stock in the period, reaching 21.6%. The company is
disputing these taxes and has already won an interlocutory
injunction in lower courts. The provision constituted for this
contingency was BRL58 million as of September 30, 2005.

Corporate Governance

Unibanco's dividend distribution policy determines a minimum
payment of 35% of the annual net income, exlegal reserves (5%).
Unibanco Holdings distributes the entirety of its net income,
after legal reserve deduction, to its shareholders.

Other Highlights

Other Highlights - Units and GDSs Public Offerings

The Public Offering of Units and GDSs was successfully completed
on September 23, 2005. The Offer, one of the largest in the
Brazilian market in the last years, amounted to approximately
BRL1.8 billion, including the total performance of the green
shoe option. Demand for Units and GDS surpassed the offering
book by three times.

The offering price was BRL20.49 per Unit and US$44.00 per GDS
(traded at the New York Stock Exchange), representing a discount
of less than 0.3% to the closing price at the pricing day.
The Public Offering added new and important institutional
investors to Unibanco's shareholders' base. It is important to
mention that not only the emerging market funds acquired
Unibanco stocks, but also large investors that trade stocks
worldwide. Moreover, 1,415 investors participated in the
Brazilian offering, of which more than 900 were individuals.

Following Unibanco's commitment to respect and incentive non-
institutional investors, every single purchase order up to
R$300,000 was completely fulfilled.

Other Highlights - Liquidity Facility

In September, 2005 - Unibanco completed a US$200 million
Liquidity Facility transaction. It is an innovative hybrid
instrument for the global financial markets. For the next two
years, Unibanco will be able to access resources in the amount
of up to US$200 million, with a seven-year term repayment
period.

The resources drawn will be backed by notes issued under the
Receivables Securitization Program of Unibanco and UBB
Diversified Payment Rights Finance Company. Since its beginning,
in 2002, the Securitization Program posted a solid growth of
more than 70% in financial volume.

Financial Guaranty Insurance Company guaranteed the transaction
and SMBC Securities, Inc., a wholly owned subsidiary of Sumitomo
Mitsui Banking Corporation, acted as arranger.

Other Highlights - Moody's Ratings Upgrade

Moody's issued in October 2005 an upgrade to B1 in Unibanco's
long-term deposits in foreign currency rating, maintaining a
positive outlook. The agency also upgraded Brazil's sovereign
ratings for deposits to B1 and sovereign bonds and notes to Ba3,
all with a positive outlook.

Recently, Moody's Investor Service placed on review for possible
upgrade the D+ bank financial strength rating of Unibanco.
According to Moody's, the review reflects consistent
improvements in Unibanco's financial performance.

Other Highlights - New Investor Relations Website

Unibanco's Investor Relations website was completely revamped in
November 2005, adding new contents and interactive tools and a
new navigation panel, all framed by a redesigned layout.

Changes can be noticed at the first view: new design, more
modern and user-friendly. More information has been added to the
site, becoming more complete. For instance, the section
"Unibanco" presents more details about the company.

As an example, the Financial Statements became navigable: a
click of the mouse can move the viewer from a balance sheet over
to explanatory notes, or examine the Income Statement without
having to open a PDF file or print the page, even though these
options remain available. The Balance Sheet and Income Statement
are also posted in Excel spreadsheet format.

Unibanco's Investor Relations website won, for the last two
consecutive years, first place in the Top 5 Award in the
category Banks and Financial Institutions; and placed second
best among all Latin American corporations. These awards are
issued by MZ Consult.

Other Highlights - The Fast Internet Banking in the Market

Unibanco provides the fastest Internet Banking service in the
market, with an average 16-second access time to checking-
account information, in August 2005, against an average 30-
second among its main competitors, according to a survey
conducted by SiteSeeing. To cut down access and processing time,
Unibanco in recent months incorporated a leading edge technology
to reconstruct its navigation menus.

Human Resources

Unibanco's Human Resources department is committed to promote
professional growth, aligning the personnel interests to its
major strategic objectives. With 28,481 employees, the bank
invested, in 9M05, BRL19.8 million in staff development,
including MBA programs in Brazil and abroad, and the courses on
"Providing Service with Excellence" and "People Management".
The "Providing Service with Excellence" targets upgrading
customer services practices at branch level and has trained
9,396 employees by the end of September 2005.

Since 1997, external consultants have conducted periodical
assessments of organizational environment and employee
satisfaction at Unibanco. In 2005, the employee satisfaction
index reached 75%, while the employee motivation index hit a
record 77%.

Social Responsibility

Social Responsibility - Instituto Unibanco

The year 2005 has marked continued achievements by Instituto
Unibanco, with the establishment and renewal of partnerships
intended at carrying out the following projects:

From the Streets into Companies (Municipal Bureau of Social
Welfare of Rio de Janeiro and Life, an NGO);

Junior Achievement Program (with the same name NGO)

Basic Training for Senior Citizen Caretakers (SEADS)

Arts and Crafts Area (Rio de Janeiro City Council and Aplauso
Rio, an NG0)

Citizenship Training (the Carpe Diem Association)

Solidary Literacy (with a similarly named NGO)

Apprentice Studio (with CIPO, an NGO), "Se Liga e Acelera" (EDH
- Lide);

Preparation for Work Program (Solidary Training).

Central Avenue (with BEI Editora )

Young Volunteer Partners (with the NGO Parceiros Voluntarios)

Project Involve (State Education and Social Development
Department and a group of another institutions)

All the projects above involve educational activities aiming at
the social inclusion of low-income young people.

Social Responsibility - Instituto Moreira Salles

Instituto Moreira Salles opened in 3Q05 an exhibit of Rio de
Janeiro's photographer Marc Ferrez (1843-1923), considered one
of the pioneers in photography between the mid-19th to early
20th Century. This is the most comprehensive collection of
Ferrez's works shown. IMS owns the entire collection, which
recorded historic transformations in Brazil during those years.

A selection of the photographs from this exhibit was sent in
September to the Carnavalet Museum in Paris.

From there, the exhibit will travel through the remaining IMS
cultural centers during 2006.

As a whole, IMS programs hosted to 39,000 visitors in its
cultural centers during 3Q05, of which 6,000 were students in
guided visits.

The network of Espaco Unibanco/Espaco Arteplex theaters had more
than 830,000 attendees in 9M05.

Social Responsibility - Equator Principles

Since June 2004, Unibanco adopted the Equator Principles, a set
of social and environmental requirements for the loan approval
proceedings for infrastructure projects, implemented by the
International Finance Corporation, a World Bank subsidiary.
Unibanco was the first financial institution in Brazil - and in
developing countries - to adopt the Equator Principles.

Since then, some fifteen projects have been submitted to the EqP
(Equator Principles) guidelines. After the initial assessment
for credit approval, all these projects have been monitored in
accordance with the stipulations of the Financial Contract, the
Environmental Assessment Report, and the Social and
Environmental
Questionnaire.

CONTACT: UNIBANCO - UNIAO DE BANCOS BRASILEIROS S.A.
         Investor Relations Area
         Unibanco - Uniao de Bancos Brasileiros S.A.
         Av. Eusebio Matoso, 891 - 15th floor
         Sao Paulo, SP 05423-901- Brazil
         Phone: (55 11) 3097-1980
         Fax: (55 11) 3813-6182
         E-mail: investor.relations@unibanco.com
         URL: www.ir.unibanco.com



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

ALLOWAY LIMITED: Final Meeting, Wind Up Details Set for Meeting
---------------------------------------------------------------
                           Alloway 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 Alloway Limited will be
held at the registered office of the company, on December 5,
2005, at 11:45 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 to
the date of final winding up on December 5, 2005.

2. To authorize the liquidator to retain the records of the
Company for a minimum 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: Westport Services Ltd., Voluntary Liquidator
         Ica Eden
         P.O. Box 1111, Grand Cayman
         Cayman Islands
         Telephone: 345 949 5122
         Facsimile: 345 949 7920


BRASCAN SELS: To Report on Liquidation Process Dec. 1
-----------------------------------------------------
                  Brascan Sels Cports 2004-1 Ltd
                    (In Voluntary Liquidation)
                 The Companies Law (2004 Revision)
                           Section 145

NOTICE is hereby given pursuant to section 145 of the Companies
Law that the final general meeting of Brascan Sels Cports 2004-1
Ltd will be held at the offices of Maples Finance Limited,
Queensgate House, George Town, Grand Cayman, Cayman Islands, 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. Johann Le Roux, Voluntary Liquidator
         Maples Finance Limited, P.O. Box 1093GT
         Grand Cayman, Cayman Islands.


CAMOMILLE GLOBAL: Members Advised of Dec. 1 Liquidation Meeting
---------------------------------------------------------------
                 Camomille Global Macro Master Fund
                     (In Voluntary Liquidation)
                  The Companies Law (2004 Revision)
                            Section 145

NOTICE is hereby given pursuant to section 145 of the Companies
Law that the final general meeting of Camomille Global Macro
Master Fund will be held at the offices of Maples Finance
Limited, Queensgate House, George Town, Grand Cayman, Cayman
Islands, 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: Messrs. Jon Roney and Johann Le Roux
         Joint Voluntary Liquidators
         Maples Finance Limited, P.O. Box 1093GT
         Grand Cayman, Cayman Islands


CARRIGAN LIMITED: Wind Up Administrative Meeting Set for Dec. 5
---------------------------------------------------------------
                          Carrigan 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 Carrigan Limited will
be held at the registered office of the company, on December 5,
2005, at 11:45 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 to
the date of final winding up on December 5, 2005.

2. To authorize the liquidator to retain the records of the
Company for a minimum 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: Westport Services Ltd., Voluntary Liquidator
         Ica Eden
         P.O. Box 1111, Grand Cayman
         Cayman Islands
         Telephone: 345 949 5122
         Facsimile: 345 949 7920


CELLULAR EQUITY: Shareholders to Review Wind Up Process
-------------------------------------------------------
                      Cellular Equity 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 Cellular Equity Limited
will be held at the registered office of the Company, on
December 5, 2005 at 10:30 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 to
the date of final winding up on December 5, 2005.

2. To authorize the liquidator to retain the records of the
Company for a minimum 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: Westport Services Ltd., Voluntary Liquidator
         Ica Eden
         P.O. Box 1111, Grand Cayman
         Cayman Islands
         Telephone: 345 949 5122
         Facsimile: 345 949 7920


EQUITY IWO: Liquidation Process to be Reported Dec. 5
-----------------------------------------------------
                        Equity IWO 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 Equity IWO Limited, on December
5, 2005, at 11:45 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 to
the date of final winding up on December 5, 2005.

2. To authorize the liquidator to retain the records of the
Company for a minimum 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: Westport Services Ltd., Voluntary Liquidator
         Ica Eden
         P.O. Box 1111, Grand Cayman
         Cayman Islands
         Telephone: 345 949 5122
         Facsimile: 345 949 7920


FRANKFORT LIMITED: To Detail Liquidation Proceeding, Decisions
--------------------------------------------------------------
                         Frankfort 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 Frankfort Limited will
be held at the registered office of the company, on December 5,
2005 at 11:45 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 to
the date of final winding up on December 5, 2005.

2. To authorize the liquidator to retain the records of the
Company for a minimum 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: Westport Services Ltd., Voluntary Liquidator
         Ica Eden
         Telephone: 345 949 5122
         Facsimile: 345 949 7920
         P.O. Box 1111, Grand Cayman
         Cayman Islands


FULLBACK CORPORATION: Final General Meeting Scheduled for Dec. 1
----------------------------------------------------------------
                      Fullback Corporation
                   (in voluntary liquidation)
                The Companies Law (2004 Revision)
                          Section 145

NOTICE is hereby given pursuant to section 145 of the Companies
Law that the final general meeting of Fullback Corporation will
be held at the offices of Maples Finance Limited, Queensgate
House, George Town, Grand Cayman, Cayman Islands, 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. Johann Le Roux, Voluntary Liquidator
         Maples Finance Limited, P.O. Box 1093GT
         Grand Cayman, Cayman Islands


ID CAPITAL: Administrative Meeting Set for Dec. 1
-------------------------------------------------
                            ID Capital
                    (In Voluntary Liquidation)
                 The Companies Law (2004 Revision)
                           Section 145

NOTICE is hereby given pursuant to section 145 of the Companies
Law that the final general meeting of ID Capital will be held at
the offices of Maples Finance Limited, Queensgate House, George
Town, Grand Cayman, Cayman Islands, 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: Messrs. Johann Le Roux and Jon Roney
         Voluntary Liquidator
         Maples Finance Limited, P.O. Box 1093GT
         Grand Cayman, Cayman Islands


ISSEY LIMITED: Presenting Details on Liquidation Process
--------------------------------------------------------
                         Issey Limited
                  (In Voluntary Liquidation)
               The Companies Law (2004 Revision)
                          Section 145

NOTICE is hereby given pursuant to section 145 of the Companies
Law that the final general meeting of Issey Limited will be held
at the offices of Maples Finance Limited, Queensgate House,
George Town, Grand Cayman, Cayman Islands, 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: Messrs. Guy Major and Jon Roney
         Joint Voluntary Liquidators
         Maples Finance Limited, P.O. Box 1093GT
         Grand Cayman, Cayman Islands


IWO EQUITY: Shareholders to Hold Final Meeting Dec. 5
-----------------------------------------------------
                        IWO Equity 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 December 5,
2005 at 10:15 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 to
the date of final winding up on December 5, 2005.

2. To authorize the liquidator to retain the records of the
Company for a minimum 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: Westport Services Ltd., Voluntary Liquidator
         Ica Eden
         P.O. Box 1111, Grand Cayman
         Cayman Islands
         Telephone: 345 949 5122
         Facsimile: 345 949 7920


IWO INVESTMENTS: Members to Hear Liquidation Accounting Dec. 5
--------------------------------------------------------------
                      IWO Investments 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 IWO Investments Limited
will be held at the registered office of the Company on December
5, 2005, at 11:45 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 to
the date of final winding up on December 5, 2005.

2. To authorize the liquidator to retain the records of the
Company for a minimum 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: Westport Services Ltd., Voluntary Liquidator
         Ica Eden
         P.O. Box 1111, Grand Cayman
         Cayman Islands
         Telephone: 345 949 5122
         Facsimile: 345 949 7920


J-CARS III: Wind Up Process For Members Review at Final Meeting
---------------------------------------------------------------
                      J-Cars III Corporation
                    (In Voluntary Liquidation)
                 The Companies Law (2004 Revision)
                           Section 145

NOTICE is hereby given pursuant to section 145 of the Companies
Law that the final general meeting of J-Cars III Corporation
will be held at the offices of Maples Finance Limited,
Queensgate House, George Town, Grand Cayman, Cayman Islands, 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. Johann Le Roux, Voluntary Liquidator
         Maples Finance Limited, P.O. Box 1093GT
         Grand Cayman, Cayman Islands


MISHKA NO. 1: Final General Meeting to be Held at Maples Finance
----------------------------------------------------------------
                       Mishka No. 1 Limited
                    (In Voluntary Liquidation)
                 The Companies Law (2004 Revision)
                            Section 145

NOTICE is hereby given pursuant to section 145 of the Companies
Law that the final general meeting of Mishka No. 1 Limited will
be held at the offices of Maples Finance Limited, Queensgate
House, George Town, Grand Cayman, Cayman Islands, 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. Johann Le Roux, Voluntary Liquidator
         Maples Finance Limited, P.O. Box 1093GT
         Grand Cayman, Cayman Islands



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

CHIVOR: Restructuring Costs, Profile Prompts Lower Ratings
----------------------------------------------------------
Rationale

The ratings on Chivor S.A. E.S.P. mainly reflect its weak
financial profile partly evidenced by the projected weak debt
service coverage for 2005 and 2006 in the context of volatile
cash flow generation related to the largely hydro-based
Colombian electricity system. The ratings also incorporate a
limited degree of financial flexibility deriving from
restrictive terms and conditions defined by the company's
outstanding debt.

These weaknesses are partly offset by the company's portfolio of
power sales contracts mainly with local electric distribution
companies at a fixed price in Colombian peso and indexed by
local inflation. In addition, Chivor is a low-cost generator in
Colombia's electric system and benefits from a relatively large
dam and a favorable hydrology within its region. However, it
faces significant competition from other large hydro generators.

Chivor's 1,000 MW plant is projected to generate an average of
about 4,000 gigawatt-hours (GWh) per year (the plant generated
1,986 GWh in the first half of 2005), from which about 2,500 GWh
are projected to be sold through short-and medium-term sales
contracts (of up to three years) and the remaining 1,500 GWh
marketed in the volatile spot market. Chivor's main revenue and
cash flow sources are power sales under contracts, spot market
sales, capacity revenues, and, to a lesser extent, revenues from
ancillary services such as frequency control.

In November 2004, Chivor successfully refinanced a US$260
million bank loan that originated from a restructuring process
in 2002, with proceeds from a US$170 million 10-year bullet
secured 9.75% fixed-rate bond and a Colombian peso 210 billion
(about US$90 million) seven-year amortizing syndicated bank
loan. As a result, Chivor significantly extended its debt
maturity schedule and lowered its relatively high foreign
exchange risk. However, as the new debt reflects market rates
and the cost of the previous financing debt was the product of a
compulsory restructuring, Standard & Poor's expects Chivor's
funds from operations (FFO) interest coverage and FFO to total
average debt, which reached 3.9x and 18.1%, respectively, in
2004 to weaken to about 2x-3x and about 10%-20%, respectively,
in 2005 and 2006.

Chivor is a relatively large hydro generator in Colombia,
representing about 8% of the country's total installed capacity.
Chivor was privatized and acquired by Chile's largest thermal
generator, AES Gener S.A. (BB+/Positive/--) in December 1996.
The AES Corp. (B+/Positive/--) acquired AES Gener in January
2001.

Liquidity

Standard & Poor's considers Chivor's liquidity and financial
flexibility as important credit concerns, mainly because of the
company's weak financial profile and restrictive terms and
conditions defined by the new debt, which restricts additional
debt, and also certain financial covenants regarding interest
coverage and debt ratios. However, Chivor's relatively good
financial performance in the last quarter of 2004 and also in
the first half of 2005 allowed it to repay a portion of its bank
debt and to accumulate sizable liquidity reserves that reached
US$18 million as of Sept. 30, 2005.

Chivor's cash generation is mostly devoted to debt service as
capital-expenditure needs are very low at about $1 million to $3
million per year, which represent only 0.2% to 0.5% of total
capital. Dividend payments are limited by a restricted payment
covenant incorporated in the bond indenture and are subject to
debt targets.

Outlook

The positive outlook reflects that Chivor's debt service
coverage ratios and financial flexibility should be better than
expected as a result of higher-than-expected cash flow
generation combined with lower interest payments deriving from
debt amortization. The ratings could be raised if the company's
debt service coverage ratios improve over above-mentioned levels
combined with a better financial flexibility. However, the
ratings could go down if the company's financial profile
significantly deteriorates.

Primary Credit Analyst: Sergio Fuentes, Buenos Aires (54) 114-
891-2131; sergio_fuentes@standardandpoors.com

Secondary Credit Analyst: Federico Mora, Mexico City (52) 55-
5081-4436; federico_mora@standardandpoors.com



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

MIRANT CORP: Equity Deficit Doubles to $2.82 Bil. in Nine Months
----------------------------------------------------------------
Mirant Corporation delivered its quarterly report on Form 10-QSB
for the quarter ending June 30, 2005, to the Securities and
Exchange Commission on August 16, 2005. The Company reported an
operating loss of $167 million and operating income of $12
million for the three and nine months ended September 30, 2005,
compared to operating income of $147 million and $453 million
for the same periods in 2004.

For the quarter ending September 30, 2005, the Company had a $27
million loss on sales of assets, net primarily related to the
suspended construction projects that it sold or expect to sell.

The Company's gross margin increased by $9 million primarily due
to:

  * an increase of $4 million in the Philippine operations gross
    margin primarily due to rate increases for its energy supply
    business and an actualization adjustment on Sual revenue
    levelization in August 2004 resulting from updated effective
    capacity rates;

  * an increase of $5 million in the Caribbean operations gross
    margin primarily due to higher residential and commercial
    sales at its Grand Bahamas Power and Jamaica integrated
    utilities, partially offset by fuel costs that are not
    passed on to customers;

The Company's operating expenses increased by $3 million
primarily due to an increase of $2 million in corporate costs
allocated to the Company's international operations in the 2005
period.  Corporate expenses allocated were $7 million in 2005
compared to $5 million in 2004. Other increases include a
valuation allowance of $4 million on the payment in the third
quarter of 2005 to the Philippine local government unit relating
to the Sual power plant. In 2005, the Company had a $1 million
decrease in hurricane related maintenance at our Caribbean
operations.  Other decreases in our Caribbean operations include
$2 million due to a reclassification of pension surplus from
other expense, net in its unaudited condensed consolidated
statements of operations.

Reorganization items, net represents expense or income amounts
that were recorded in the financial statements as a result of
the bankruptcy proceedings.

For the three months ended September 30, 2005, this amount
includes:

   * $84 million loss related to changes in estimated claims
     including a $26 million increase in the estimated claim
     related to a rejected natural gas transportation agreement
     and $62 million due to the write-off of unamortized
     issuance costs related to debt included in liabilities
     subject to compromise;

   * $32 million in professional and administrative fees; and

   * $7 million of interest income and other gains, net.

For the three months ended September 30, 2004, this amount
includes:

   * $44 million loss related to estimated damage claims on
     rejected and amended contracts;

   * $22 million in professional and administrative fees; and

   * ($4) million in other (gains) losses partially offset by
     interest income.

At September 30, 2005, the Company's balance sheet shows $12.88
billion in assets and $18.7 billion in debts.

As of September 30, 2005, the Company's equity deficit widened
to $2.82 billion from a $1.32 billion deficit at December 31,
2004.

A full-text copy of the regulatory filing is available at no
charge at http://ResearchArchives.com/t/s?2cf

Headquartered in Atlanta, Georgia, Mirant Corporation --
http://www.mirant.com/-- is a competitive energy company that
produces and sells electricity in North America, the Caribbean,
and the Philippines.  Mirant owns or leases more than 18,000
megawatts of electric generating capacity globally.  Mirant
Corporation filed for chapter 11 protection on July 14, 2003
(Bankr. N.D. Tex. 03-46590).  Thomas E. Lauria, Esq., at White &
Case LLP, represents the Debtors in their restructuring efforts.
When the Debtors filed for protection from their creditors, they
listed $20,574,000,000 in assets and $11,401,000,000 in debts.
(Troubled Company Reporter, Friday, Nov. 11, 2005, Vol. 9, No.
268)



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

ASARCO: Strikes Agreement With Unions to End Strike
---------------------------------------------------
ASARCO LLC has reached an agreement with its labor unions to end
the strike that began on July 2, 2005. The Company said the
agreement is an extension of the existing collective bargaining
agreements effective through December 31, 2006.

The terms of the agreement must be approved by the bankruptcy
court in Corpus Christi, Texas, where the Chapter 11
reorganization of the Grupo Mexico subsidiary is pending. The
motion seeking court approval has been filed and Asarco expects
a hearing on the motion to occur early this week.

"The agreement will allow the company to increase copper
production during this time of unprecedented high copper
prices," said Doug McAllister, Asarco's general counsel. "This
settlement will allow us to focus on the task before us-a
successful reorganization. We look forward to working with all
our constituencies, including our labor unions, so that the
company can emerge from bankruptcy on a sound financial footing,
capable of competing over the long term."

Asarco and the unions will agree on a schedule that meets
current operating conditions and production needs for the recall
of bargaining unit employees. With the full complement of its
hourly employees back to work, the Company expects to
immediately increase production.

ASARCO LLC, headquartered in Tucson, is a primary copper
producer, operating the Silver Bell and Mission mines near
Tucson, the Ray Mine near Kearney, Arizona, a smelter at Hayden,
Arizona and a copper refinery in Amarillo, Texas.

CONTACT: ASARCO
         Joan Beckim
         1150 North 7th Avenue
         Tucson, Arizona 85705
         Tel: (520) 798-7741


AUTOPISTA DEL MAYAB: Moody's Reviews Ba1 Currency Debt Rating
-------------------------------------------------------------
Moody's Investors Service placed the Baa3 senior unsecured and
Ba1 subordinated global local currency debt ratings of Autopista
del Mayab under review for possible downgrade.  Other ratings
placed under review include ADM's Aa2.mx senior unsecured
national scale rating and ADM's Aa3.mx subordinated national
scale rating.

The rating action reflects Moody's concern that the toll road
may experience a significant and perhaps prolonged decrease in
traffic due to the reduction of tourism-related traffic
associated with Cancun and Cozumel.  Additionally, Moody's notes
that a section of the road experienced some flooding, which has
impeded the flow of automobiles and will require certain
repairs.

Although the hotel industry in the region has endured a number
of hurricanes in the past without prolonged negative effects,
the damage caused by hurricane Wilma was particularly severe in
the hotel and beach zone, causing a general shut down of the
industry until the hotels and surrounding infrastructure are
repaired.

While government and industry officials have indicated that
repairs to the hotel area and surrounding communities are
expected to be completed by year-end and the federal government
has pledged significant support to help restore the region, it
is possible that the rebuilding effort could take considerably
longer to complete or that tourism could take longer than
expected to recover.

Moody's review will consider the estimated cost of the closure
and repair of ADM due to flooding as well as the toll road's
ability to withstand a significant or prolonged reduction in
traffic.

Headquartered in Merida, Yucatan, Autopista del Mayab is a 245.5
km. toll road linking the cities of Canc£n and Kantunil.  The
road is owned by Consorcio del Mayab, S.A. de C.V., whose
principal members include:

   * Canteras Peninsulares, S.A. de C.V.;
   * Constructora Mool, S.A. de C.V.;
   * Inmobiliaria Sucasa del Sureste, S.A. de C.V.; and
   * C.L. Construcciones, S. de R.L. de C.V.

(Troubled Company Reporter, Monday, Nov. 14, 2005, Vol. 9, No.
270)


BALLY TOTAL: Liberation Funds Launch Legal Action Vs. Firm
----------------------------------------------------------
Investment funds Liberation Investments, L.P. and Liberation
Investments Ltd. (the "Liberation Funds") announced Friday that
they filed a complaint (the "Complaint") with the Court of
Chancery of the State of Delaware in and for New Castle County
(the "Court") on November 10, 2005 pursuant to Section 220 of
the Delaware General Corporation Law seeking to compel Bally
Total Fitness Holding Corporation ("Bally") to permit them to
inspect Bally's stockholder list and certain of its books and
records relating to, among other things, the:

   (i)  adoption by Bally's Board of Directors (the "Board") on
        October 18, 2005 of a Stockholder Rights Plan (the
        "Poison Pill"),

  (ii)  independence of certain directors and the circumstances
        of their appointment to the Board and

(iii)  Bally's retention of Russell Reynolds Associates ("RRA")
        to find independent directors and the relationship
        between RRA and existing directors of Bally.

The Liberation Funds also filed a Motion for Expedited
Proceedings in connection with the Complaint as well as certain
customary materials.

The filing of the Complaint and related materials follows the
October 31, 2005 submission by the Liberation Funds of a letter
(the "Demand Letter") to Bally pursuant to Section 220 of the
Delaware General Corporation Law demanding the right to inspect
Bally's stockholder list and certain of its books and records.
The Liberation Funds believe that under Delaware law Bally was
required to make the requested materials available for
inspection by November 7, 2005. However, Bally has as yet
refused to provide the information requested in the Demand
Letter and the parties have been unable to reach agreement about
the scope of information that Bally will voluntarily provide. As
a result, the Liberation Funds filed the Complaint to enforce
their legal rights under Section 220 of the Delaware General
Corporation Law.

The Liberation Funds have launched this action in order to
further their investigation of the adoption of a management
protection provision in the Poison Pill. In addition, the
Liberation Funds seek to investigate whether all of the
"independent" members of the Board are in fact independent of
the influence of Bally's management and whether their
connections with Bally's management were properly disclosed
before they were appointed. The Liberation Funds intend to
examine any documentary materials and other information made
available to them by Bally pursuant to the Complaint and, if
appropriate, use such materials in a legal action against Bally.
Moreover, the Liberation Funds are weighing the possibility of
running a proxy contest to, among other possibilities, elect
directors or change Bally's by-laws to permit the stockholders
to vote to remove Mr. Paul Toback as its Chief Executive
Officer.

Liberation Investments, L.P. and Liberation Investments Ltd. are
private investment funds managed by Liberation Investment Group
LLC. Emanuel R. Pearlman is the majority member and general
manager of Liberation Investment Group LLC, and as such may be
deemed to be the beneficial owner of the shares of Bally owned
by the Liberation Funds.


SERVICIOS Y OPERACIONES: High Leverage Leads to CCC+ S&P Rating
---------------------------------------------------------------
Rationale

The 'CCC+' rating on Servicios y Operaciones Financieras Vitro
S.A. de C.V.'s notes due 2007 (which are guaranteed by Vitro
S.A. de C.V.) reflects the structural subordination of the issue
relative to Vitro's priority liabilities, particularly operating
company debt. Under Standard & Poor's Ratings Services'
corporate ratings criteria, when priority debt and other
liabilities amount to 30% of the assets, lower-priority debt is
substantially disadvantaged and is therefore differentiated by
two notches.

The ratings on Vitro reflect the company's high financial
leverage, its weak free operating cash flow generation, and the
challenging operating environment it faces. The ratings also
reflect the company's leading position in flat glass, glass
containers, and glassware business in Mexico and its export
activities and international operations (particularly in the
U.S.), which contribute about 50% of total revenues.

Monterrey, Mexico-based Vitro, through its subsidiary companies,
is Mexico's leading glass producer. Vitro is a major participant
in three principal businesses: flat glass, glass containers, and
glassware. Vitro also produces raw materials and equipment and
capital goods for industrial use.

Vitro's high leverage is reflected in its key financial
indicators, which we determine using a convenience translation
to the U.S. dollar based on the exchange rate at the end of the
quarter. For the 12 months ended Sept. 30, 2005, Vitro posted
EBITDA interest coverage, total debt/EBITDA, and FFO/total debt
ratios of 1.5x, 4.4x, and 6.8%, respectively. Furthermore, the
company's free operating cash flow generation is considered
weak, as evidenced by a FOCF/sales ratio of 2% and FOCF/total
debt ratio of 3% posted in 2004. The operating environment for
Vitro's operations is challenging, particularly for flat glass
and glassware, and it reflects increased competition in the
domestic market and higher natural gas prices. In 2005, the
spotlight has been on the glass containers business, which has
driven the company's revenue and EBITDA generation. During the
third quarter, the glass containers unit posted a 29% increase
in EBITDA. Nevertheless, consolidated performance has been
disappointing in recent years, and 2005 has seen another decline
in the issuer's EBITDA margin.

Liquidity

The company's pre-financing cash flow generation is weak (less
than $50 million is expected in 2005) and compares unfavorably
to short-term debt maturities that totaled $309 million
(including $137 million in trade facilities) as of Sept. 30,
2005. Covenant headroom is tight, and the company remains
subject to certain covenants that limit its ability to raise
incremental debt. Nevertheless, Standard & Poor's Ratings
Services believes that Vitro's cash in hand and credit line
availability should be sufficient to meet its upcoming debt
maturities. As of Sept. 30, 2005, the issuer reported about $191
million in unrestricted cash. Also, during the third quarter,
the group secured $150 million through two 18-month credit
facilities and closed a $21.5 million trade receivables
securitization program, at the operating company level, which
provides it with additional liquidity.

There have been a number of announcements that could positively
affect the issuer's liquidity in the short term. During the
third quarter, the group announced that it is offering for sale
its corporate headquarters and undeveloped land in Monterrey.
The group remains in talks to sell its 51% stake in Vitrocrisa
(Crisa) to its JV partner, Libbey Inc. In our opinion, the sale
of Crisa would not have a significant impact on Vitro's credit
profile. The operation's EBITDA contribution is about 10% of
consolidated EBTIDA, and its performance over the past couple
years has been weak as a result of a very challenging operating
environment. Nevertheless, funds from the aforementioned
transactions could strengthen the group's liquidity.

Outlook

The negative outlook reflects the risk of further weakness in
the group's financial performance and liquidity, particularly
from an increase in the issuer's cost of natural gas and/or
weakness in glass containers volumes as a result of captive
capacity expansion.

Primary Credit Analyst: Jose Coballasi, Mexico City (52)55-5081-
4414; jose_coballasi@standardandpoors.com

Secondary Credit Analyst: Federico Mora, Mexico City (52) 55-
5081-4436; federico_mora@standardandpoors.com


UNITED RENTALS: Lenders Authorize Amended Credit Facility
---------------------------------------------------------
United Rentals, Inc. (NYSE: URI) announced Friday that the
lenders under its secured credit facility have agreed to allow
the company until March 31, 2006, to provide 2004 audited
financial statements and final financial statements for 2005
interim periods. This agreement is consistent with the
previously announced consent by the company's bondholders.

As previously announced, the company has delayed reporting final
results for 2004 and 2005 interim periods to allow time to
review matters relating to the SEC inquiry of the company and
complete restatements of self-insurance reserves for 2000
through 2003 and the first nine months of 2004, income tax
provisions prior to 2004, and sale-leaseback transactions for
2000 through 2002.

                About United Rentals

United Rentals, Inc. is the largest equipment rental company in
the world, with an integrated network of more than 740 rental
locations in 48 states, 10 Canadian provinces and Mexico. The
company's 13,500 employees serve construction and industrial
customers, utilities, municipalities, homeowners and others. The
company offers for rent over 600 different types of equipment
with a total original cost of $3.96 billion. United Rentals is a
member of the Standard & Poor's MidCap 400 Index and the Russell
2000 Index(R) and is headquartered in Greenwich, Connecticut.

CONTACT: United Rentals, Inc.
         Chuck Wessendorf
         Tel: 203-618-7318
         E-mail: cwessendorf@ur.com
         URL: http://www.unitedrentals.com


VITRO: Cash Flow, Leverage Concerns Influence Unit's Ratings
------------------------------------------------------------
Rationale

The ratings on Vitro Envases Norteamerica S.A. de C.V. (Vena)
are equalized with those of its parent company, Vitro S.A. de
C.V. (Vitro), reflecting the latter's ability and incentive to
take assets and/or burden the company with liabilities thanks to
its 100% equity interest in Vena, which contributes
approximately 50% of Vitro's consolidated EBITDA. Cross-
acceleration clauses between Vena and Vitro's Yankee bonds
provide an additional incentive to the whole economic entity to
honor Vena's debt.

Vena is the largest glass container producer in Mexico and
Central America. Through its six facilities in Mexico, the
company serves 89% of the noncaptive market, a share that is
expected to remain due to the company's strong market presence
and diversified client base. Other facilities are located in
Costa Rica, Guatemala, and Bolivia.

The ratings on Vitro reflect the company's high financial
leverage, its weak free operating cash flow generation, and the
challenging operating environment it faces. The ratings also
reflect the company's leading position in flat glass, glass
containers, and glassware business in Mexico and its export
activities and international operations (particularly in the
U.S.), which contribute about 50% of total revenues.

Monterrey, Mexico-based Vitro, through its subsidiary companies,
is Mexico's leading glass producer. Vitro is a major participant
in three principal businesses: flat glass, glass containers, and
glassware. Vitro also produces raw materials and equipment and
capital goods for industrial use.

Vitro's high leverage is reflected in its key financial
indicators, which we determine using a convenience translation
to the U.S. dollar based on the exchange rate at the end of the
quarter. For the 12 months ended Sept. 30, 2005, Vitro posted
EBITDA interest coverage, total debt/EBITDA, and FFO/total debt
ratios of 1.5x, 4.4x, and 6.8%, respectively. Furthermore, the
company's free operating cash flow generation is considered
weak, as evidenced by a FOCF/sales ratio of 2% and FOCF/total
debt ratio of 3% posted in 2004. The operating environment for
Vitro's operations is challenging, particularly for flat glass
and glassware, and it reflects increased competition in the
domestic market and higher natural gas prices. In 2005, the
spotlight has been on the glass containers business, which has
driven the company's revenue and EBITDA generation. During the
third quarter, the glass containers unit posted a 29% increase
in EBITDA. Nevertheless, consolidated performance has been
disappointing in recent years, and 2005 has seen another decline
in the issuer's EBITDA margin.

Liquidity

The company's pre-financing cash flow generation is weak (less
than $50 million is expected in 2005) and compares unfavorably
to short-term debt maturities that totaled $309 million
(including $137 million in trade facilities) as of Sept. 30,
2005. Covenant headroom is tight, and the company remains
subject to certain covenants that limit its ability to raise
incremental debt. Nevertheless, Standard & Poor's believes that
Vitro's cash in hand and credit line availability should be
sufficient to meet its upcoming debt maturities. As of Sept. 30,
2005, the issuer reported about $191 million in unrestricted
cash. Also, during the third quarter, the group secured $150
million through two 18-month credit faciliies and closed a $21.5
million trade receivables securitization program at the
operating company level, which provides it with additional
liquidity.

There have been a number of announcements that could positively
affect the issuer's liquidity in the short term. During the
third quarter, the group announced that it is offering for sale
its corporate headquarters and undeveloped land in Monterrey.
The group remains in talks to sell its 51% stake in Vitrocrisa
(Crisa) to its JV partner, Libbey Inc. In our opinion, the sale
of Crisa would not have a significant impact on Vitro's credit
profile. The operation's EBITDA contribution is about 10% of
consolidated EBTIDA, and its performance over the past couple
years has been weak as a result of a very challenging operating
environment. Nevertheless, funds from the aforementioned
transactions could strengthen the group's liquidity.

Outlook

The negative outlook reflects the risk of further weakness in
the group's financial performance and liquidity, particularly
from an increase in the issuer's cost of natural gas and/or
weakness in glass containers volumes as a result of captive
capacity expansion.

Primary Credit Analyst: Jose Coballasi, Mexico City (52)55-5081-
4414; jose_coballasi@standardandpoors.com

Secondary Credit Analyst: Federico Mora, Mexico City (52) 55-
5081-4436; federico_mora@standardandpoors.com



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

BANISTMO: Obtains Regulatory Approval to Acquire Bancosal Shares
----------------------------------------------------------------
Panama-based financial group Grupo Banistmo has secured
clearance from banking regulators in El Salvador and Panama to
proceed with its acquisition of up to 60% of El Salvador's
Inversiones Financieras Bancosal banking group, reports Business
News Americas. Banistmo said earlier it will acquire the
Bancosal shares through a public tender offer, which was due to
commence November 12 and close November 26.

In October, Banistmo said it would pay US$2.10 a share in cash
to acquire 51-60% of Bancosal, which has more than US$1.77
billion in assets and owns El Salvador's third largest bank
Banco Salvadoreno. The deal will be financed through a short-
term bridge loan.

The transaction values Bancosal and its 115,504,000 shares at
nearly US$243mn, according to the El Salvador stock exchange.



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

FIRST BANCORP: Zwerling Schachter Files Class Action Suit
---------------------------------------------------------
Zwerling, Schachter & Zwerling, LLP ("Zwerling Schachter") filed
on October 31, 2005 the first class action lawsuit in the United
States District Court for the District of Puerto Rico on behalf
of all persons and entities who purchased or otherwise acquired
the publicly traded common stock of First Bancorp ("First
Bancorp" or the "Company") (NYSE: FBP) during the period from
March 31, 2003 through October 24, 2005 (the "Class Period").
The deadline to move the Court seeking to be appointed lead
plaintiff is January 3, 2006.

Discussions on the securities action or questions concerning
your rights and interests with respect to the litigation matter
may be addressed to Zwerling Schachter (Willy Gonzalez or Kevin
M. McGee, Esq.) at 1-800-721-3900 or by e-mail at
wgonzalez@zsz.com or kmcgee@zsz.com.

The complaint alleges that defendants violated Section 10(b) and
20(a) of the Securities Exchange Act of 1934 and Rule 10b-5
promulgated thereunder.

Specifically, the complaint alleges that defendants' statements
made during Class Period concerning First Bancorp's earnings and
financial condition were materially false and misleading when
made because defendants failed to disclose that:

1) the Company's earnings quality had been significantly reduced
by First Bancorp's use of overly aggressive accounting
methodologies, specifically in its accounting classification of
purchases of mortgage loans originated by other financial
institutions;

2) the Company lacked adequate internal controls and was
therefore unable to ascertain the true financial condition of
First Bancorp;

3) the Company's financial statements were not prepared in
accordance with generally accepted accounting principles;

4) the Company's false and misleading accounting treatment of
certain mortgage loans purchased would ultimately expose First
Bancorp to regulatory scrutiny; and

5) that, as a result of the aforementioned, First Bancorp's
reported net income and assets were materially overstated during
the Class Period.

Purchasers of the publicly traded common stock of First Bancorp
during the period of March 31, 2003 through October 24, 2005 may
apply to serve as lead plaintiff. The lead plaintiff is
responsible for overseeing the prosecution of the action and
ensuring that the interests of the class are protected.
Application to be appointed lead plaintiff should be addressed
to Zwerling Schachter.

Zwerling Schachter concentrates in prosecuting class actions
nationwide on behalf of investors. The firm currently plays a
leading role in numerous major securities, antitrust and complex
commercial litigations pending in federal and state courts and
has offices in New York City, Garden City, New York, Boca Raton,
Florida and Seattle, Washington. The firm has been recognized by
courts throughout the country as highly experienced and skilled
in complex litigation, particularly with respect to federal
securities class action litigation.

CONTACT: Zwerling Schachter
         Willy Gonzalez or Kevin M. McGee, Esq.
         Phone: 1-800-721-3900
         E-mail: wgonzalez@zsz.com or kmcgee@zsz.com



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

COFAC: Fitch Affirms Local, International Ratings
-------------------------------------------------
Fitch Ratings has affirmed Uruguayan banking cooperative COFAC's
(Cooperativa Nacional de Ahorro y Credito) local and
international ratings at B- and CC, respectively, reports
Business News Americas. The outlook on the ratings is stable.

The ratings reflect the challenges that COFAC encountered after
its reopening, which forced the cooperative to increase
capitalization and reprogram savings while losing market
positioning.

On March 4 this year, the Central Bank of Uruguay suspended
COFAC's operations due to its severely deficient capital levels
and the entity's failure to meet capital targets set out in
successive capitalization plans.

A week later, Uruguay's congress approved a government-sponsored
bill aimed at facilitating a recapitalization of COFAC in order
to avoid liquidation.

Established in Uruguay in 1987, COFAC is the largest of
Uruguay's credit cooperatives with over 320,000 members. COFAC
is primarily focused on retail banking, serving primarily
Uruguayan individuals and Pymes. COFAC forms part of Grupo
COFAC, which is a financial group dedicated to providing
financial services in Uruguay and has subsidiaries in insurance,
pensions and credit cards.


URAGUA: TCR Backs OSE's Takeover of Assets
------------------------------------------
State water utility OSE's takeover of private water firm Uragua
has secured the endorsement of the general governmental
accounting office (TCR), says Business News Americas. In
September, OSE took over Uragua's water and sewerage services in
Maldonado department in the east of the country. The TCR's
recent decision clears the way for OSE to assume ownership of
Uragua's assets valued at US$15 million.

Uragua's Spanish owners - Aguas de Bilbao, Iberdrola and Kartera
1 - will be keeping their US$20-million guarantee.

The takeover agreement between OSE and Uragua puts an end to the
conflict that began in October last year following a
constitutional reform that called for the state to take control
of all water and sewerage services.

Thinking the reform would mean it could no longer legally
continue providing its services, Uragua demanded that the
authorities take over.

However, the state was adamant that contracts signed prior to
the reform would not be affected and it accused the Company of
not fulfilling its contract obligations.

Consequently, relations became rather tense and Uragua filed
various lawsuits, including a US$24 million claim for
compensation.

Later, however, Uragua said it would drop the lawsuit once an
agreement was reached.



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

SIDOR: Sutiss Warns of Strike After Share Sale Talks Stall
----------------------------------------------------------
Labor union Sutiss is threatening to lodge a strike after talks
between a Sidor workers' committee and the board of the
Venezuelan steelmaker regarding the sale of shares to workers
stalled. Business News Americas reports that the talks were
called to establish a timetable to sell 2.86 million shares as
part of the final sale of shares to eligible workers.

According to a union official, this final sales round is part of
Sidor's workers participation program (PPL), which aims to
transfer the remaining 10.39% piece of Sidor as part of an
arrangement to give workers 20% ownership in the Company.

The union official alleged that plans by Sidor and state heavy
industry holding company CVG, which controls part of the
steelmaker, to wrap up the meetings "is part of a plan to halt
the sale to workers."

As such, Suttis may call for a regional strike "to protest over
our right to those shares," he said without saying when the
strike might start.






                            ***********


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

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

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

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
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Information contained herein is obtained from sources believed
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The TCR Latin America subscription rate is $575 per half-year,
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