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        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

          Friday, November 5, 2004, Vol. 5, Issue 220

                            Headlines

A R G E N T I N A

ACINDAR: Posts ARS392 Million Net Income in 1st 9 Mos. of 2004
AGRICOLA GANADERA: Reports Submission Set
BANCO DE GALICIA: Local S&P Maintains Ratings to Various Bonds
JAITI S.R.L.: Court Orders Liquidation
MASTER'S SERVICE: Judge Approves Bankruptcy

MEDICAL EXPRESS: Gets Bankruptcy Order From Court
MOTO HOGAR: Liquidates Assets to Pay Debts
MULTICANAL: $1.3B of Bonds Retain Junk Status
RAFAEL PAOLILLO: Begins Liquidation Process
REPSOL-YPF: To Pursue Investment Plans for Argentina Says CEO

S.C. METALURGICA: Enters Bankruptcy on Court Orders
SIDERAR: Ironing Out Last Details of Expansion Program
TGS: Higher Revenue, Stable Dollar Lead to Profits in 3Q04
TOM DISTRIBUIDORA: Court Rules for Liquidation
TRANSPORTE TOMEO: Court Schedules Assembly

VINTAGE PETROLEUM: Net Income Soars to $32.2M in 3Q04
* ARGENTINA: New Offer Unlikely to Get Sufficient Acceptance


B E R M U D A

FOSTER WHEELER: 3Q04 Results Show $215M Net Loss
HOPEWELL INTERNATIONAL: To Hold Final General Meeting
LINES OVERSEAS: Claims Victory in Legal Battle Against SEC
NAFCO ARBITRAGE: Claims Submission Deadline Set
OVERTURE LIMITED: Appoints Robin Mayor as Liquidator


B R A Z I L

CEMIG: Infovias' Future Awaits Evaluation Results
CEMIG: To Invest $349M Annually Through 2008
GERDAU: Consolidated Net Income Improves Dramatically
NET SERVICOS: Executes Commitment Letters for Creditors


C O L O M B I A

EMCALI: To Open $9M Telephony Tender Process in Two Weeks


E L   S A L V A D O R

BANCO CUSCATLAN: S&P Affirms Counterparty Credit, CD Ratings


M E X I C O

NII HOLDINGS: Nextel Mexico Inks Credit Agreement
SATMEX: Misses Another Debt Payment

     -  -  -  -  -  -  -  -

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

ACINDAR: Posts ARS392 Million Net Income in 1st 9 Mos. of 2004
--------------------------------------------------------------
Robust activity in Argentina's construction industry buoyed
steelmaker Acindar's revenues to end at ARS315.5 million for the
nine-months ended September 30 from ARS241.3 million a year
earlier, reports Dow Jones Newswires.

However the gain was offset by heavy income tax charges during
the period that dragged the Company's net profit down to ARS392
million from a net income of ARS442.3 million a year earlier.
The tax charges of ARS212.7 million for the period weighed on
Acindar's bottom line as opposed to the same period in 2003,
when the Company recorded ARS82.6 million financial gain and
ARS29.2 million tax gain.

Domestic sales made up 80.5 percent of total shipments for the
period. The share translates to ARS1.2 billion, a significant
increase from sales of ARS757.3 million in 2003. Meanwhile,
exports slumped to 19.5 percent from last years 28.8 percent
share. Overall, Acindar's net sales totaled ARS1.5 billion, up
from ARS978.1 million in the same period a year ago.

Acindar is also making headway with its debt-restructuring
offer. The Company reports that it has secured nearly 100%
acceptance of the deal. Further, the local Court reviewing the
$230 million debt-restructuring offer has accepted the Company's
appeal to dismiss some creditor- filed objections to the
proposal.


AGRICOLA GANADERA: Reports Submission Set
-----------------------------------------
Ms. Miryan Lewenbaum , the trustee assigned to supervise the
liquidation of Agricola Ganadera Alpa S.A., will submit on March
31, 2005 the validated individual claims for Court approval.
These reports explain the basis for the accepted and rejected
claims. She will also submit a general report on May 12, 2005.

Infobae reports that Court no. 6 of Buenos Aires' civil and
commercial tribunal has jurisdiction over this bankruptcy case.
Clerk no. 12 assists the Court with the proceedings.

CONTACT: Ms. Miryan Lewenbaum, Trustee
         Montevideo 666
         Buenos Aires


BANCO DE GALICIA: Local S&P Maintains Ratings to Various Bonds
--------------------------------------------------------------
Standard & Poor's International Ratings, Ltd. Sucursal Argentina
maintained the ratings assigned to various bonds issued by Banco
de Galicia y Buenos Aires.

The Comision Nacional de Valores enumerated the affected bonds
with their corresponding ratings as follows:

- `raD' rating to US$9 million worth of "Obligaciones
Negociables emitidas 11-6-01 bajo el Programa de USD 1000
millones, monto original USD 12 millones" coming due on December
20, 2005;

- `raD' rating to US$5 million worth of "Obligaciones
Negociables simples 7-8-97, monto original USD 150 millones"
with undisclosed maturity date;

- `raD' rating to US$21.4 million worth of "Obligaciones
Negociables simples 8-11-93, monto original USD 200 millones"
due on 01 Nov 2004;

- `raBB+' rating to US$2 billion worth of "Programa de
Obligaciones Negociables a Mediano Plazo" due on December 29
2018;

- `raBBB-' rating to US$43 million worth of "Clase 7 de
Obligaciones Negociables emitidas 19-7-02 bajo el Programa de
USD 1000 millones" due August 3, 2007.

The rating actions reflect the bank's financial status as of
June 30, 2004.

CONTACT:  BANCO DE GALICIA Y BUENOS AIRES
          Tte Gral Juan D Peron 407
          Buenos Aires
          Argentina
          C1038AAI
          Phone: +54 11 6329 0000
          Fax: +54 11 6329 6100


JAITI S.R.L.: Court Orders Liquidation
--------------------------------------
Jaiti S.R.L. prepares to wind-up its operations following the
bankruptcy pronouncement issued by Court no. 6 of Buenos Aires'
civil and commercial tribunal. The declaration effectively
prohibits the Company from administering its assets, control of
which will be transferred to a Court-appointed trustee.

Infobae reports that the Court appointed Mr. Roberto Alfredo
Boffa as trustee. He will be reviewing creditors' proofs of
claims until February 14, 2005. The verified claims will be the
basis for the individual reports to be presented for Court
approval on March 31, 2005. Afterwards, the trustee will also
submit a general report on May 12, 2005.

Clerk no. 12 assists the Court on this case that will end with
the disposal of the Company's assets to cover its liabilities.

CONTACT: Mr. Roberto Alfredo Boffa, Trustee
         Uruguay 390
         Buenos Aires


MASTER'S SERVICE: Judge Approves Bankruptcy
-------------------------------------------
Master's Service S.R.L., a language school operating in Buenos
Aires, was declared bankrupt after Court no. 8 of the city's
civil and commercial tribunal endorsed the petition filed by Ms.
Palmira Antunez.

Argentine news source Clarin reports that the creditor has
claims totaling US$22,849.66 against the Company.

Clerk no. 15 assists the Court on this case.

CONTACT: Master's Service S.R.L.
         Avenida 791
         Buenos Aires


MEDICAL EXPRESS: Gets Bankruptcy Order From Court
-------------------------------------------------
Local Medical Services provider Medical Express S.R.L. begins
bankruptcy proceedings on orders from Court no. 13 of Buenos
Aires' civil and commercial tribunal. Online news source Clarin
says that Lloyds TSB Bank PLC filed the liquidation plea.

Clerk no. 26 assists the Court on this case.

CONTACT: Medical Express S.R.L.
         Bartolome Mitre 2593
         Buenos Aires


MOTO HOGAR: Liquidates Assets to Pay Debts
------------------------------------------
Moto Hogar S.A. will begin liquidating its assets following the
bankruptcy pronouncement issued by Court no. 2 of Buenos Aires'
civil and commercial tribunal.

The ruling places the Company under the supervision of Court-
appointed trustee Liliana Mabel Oliveros Peralta. The trustee
will verify creditors' proofs of claims until December 17. The
validated claims will be presented in Court as individual
reports on March 18, 2005.

Ms. Peralta will also submit a general report, containing a
summary of the Company's financial status as well as relevant
events pertaining to the bankruptcy, on April 29, 2005.

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

CONTACT: Ms. Liliana Mabel Oliveros Peralta, Trustee
         Viamonte 1337
         Buenos Aires


MULTICANAL: $1.3B of Bonds Retain Junk Status
---------------------------------------------
Fitch Argentina Calificadora de Riesgo S.A. reaffirmed the
`D(arg)' rating on US$1.3 billion worth of corporate bonds
issued by Multicanal S.A., the CNV reports.

The bonds affected are:

- US$1.05 billion worth of "obligaciones negociables" with
undisclosed maturity date;

- US$125 million worth of "obligaciones negociables simples"
with undisclosed maturity date; and

- US$125 million worth of "obligaciones negociables" with
undisclosed maturity date.

Fitch gave the rating based on Multicanal's financial condition
as of June 30, 2004.


RAFAEL PAOLILLO: Begins Liquidation Process
-------------------------------------------
Rafael Paolillo e Hijos S.A. of Buenos Aires will begin
liquidating its assets after Court no. 6 of Buenos Aires' civil
and commercial tribunal declared the Company bankrupt. Infobae
reveals that the bankruptcy process will commence under the
supervision of Court-appointed trustee Norma Haydee Fernandez.

The trustee will review claims forwarded by the Company's
creditors until April 26, 2005. After claims verification, the
trustee will submit the individual reports for Court approval on
June 8, 2005. The general report submission will follow on
August 4, 2005.

Clerk no. 12 assists the Court with the proceedings.

CONTACT: Ms. Norma Haydee Fernandez, Trustee
         Plaza 3442
         Buenos Aires


REPSOL-YPF: To Pursue Investment Plans for Argentina Says CEO
-------------------------------------------------------------
Mr. Antonio Brufau, Repsol-YPF's new CEO, confirmed investment
plans for Argentina announced last year by his predecessor
Alfonso Cortina, reports Mercopress.

The 2003/07 Strategic Plan, which requires US$1.2 billion
annually, is "ambitious and in line with the great expansion
experienced by Repsol-YPF in the last few years," Brufau said.

The Argentine government led by President Nestor Kirchner is
hopeful that relations with the Company could improve with the
new leadership. The Kirchner administration has been at odds
with Repsol-YPF after the former decided to freeze prices for
oil extracted in Argentina.

Mr. Brufau has greater affinity with the current Socialist
Spanish president Jose Luis Rodriguez Zapatero than his
predecessor Alfonso Cortina who was closely linked to
Conservative Mr. Jose Aznar.

Similarly, Mr. Kirchner feels much at ease with the new Spanish
president Mr. Rodriguez Zapatero contrary to the acrimonious
relations with Mr. Aznar.

CONTACT: Repsol YPF, S.A.
         Paseo de la Castellana 278
         Madrid, 28046
         Spain

         Phone: 34-1-348-8100
         Website: http://www.repsol.com/


S.C. METALURGICA: Enters Bankruptcy on Court Orders
---------------------------------------------------
Buenos Aires' civil and commercial Court no. 22 declared S.C.
Metalurgica 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 Ruben Eduardo Calcagno.

As trustee, Mr. Calcagno is tasked with verifying the
authenticity of claims presented by the Company's creditors. The
verification phase is ongoing until December 14.

Following claims verification, the trustee will submit the
individual reports based on the forwarded claims for final
approval by the Court on February 25, 2005. A general report
will also be submitted on April 12, 2005.

Infobae reports that clerk no. 43 assists the Court on this case
that will end with the disposal of the Company's assets to repay
its debts.

CONTACT: Mr. Ruben Eduardo Calcagno, Trustee
         Pieres 161
         Buenos Aires


SIDERAR: Ironing Out Last Details of Expansion Program
------------------------------------------------------
Siderar, Argentina's largest iron and steel Company, is
outlining the final details of its US$560-million expansion
program for the next five years, Business News Americas reports,
citing Siderar vice-president Daniel Novegil.

The investment plan aims to boost the Company's productive
capacity of 2.4Mt/y to 3.5Mt/y. Under the plan, Siderar will set
up furnace N§1, complete reconstruction of furnace N§2 that is
currently being set up, and continue a new installation to stock
up the cast iron produced by both furnaces.

The expansion of Siderar would result in an increase in the
labor force, specifically with relation to the expansion program
as well as recruitment to maintain the different lines of
production.

Siderar, which is 51% owned by Grupo Techint, 5% by Brazil's
CVRD and 5% by fellow Brazilian Company Usiminas, posted a net
profit of ARS362.9 million in the second quarter of 2004 - more
than double from a year earlier.

CONTACTS: Siderar S.A.I.C.
          Mr. Leonardo Stazi (CFO)
          Mr. Pablo Brizzio (Financial Manager)
          54 (11) 4018-2308/2249

          Web Site: www.siderar.com


TGS: Higher Revenue, Stable Dollar Lead to Profits in 3Q04
----------------------------------------------------------
Argentine natural gas transporter Transportadora de Gas del Sur
(TGS) returned to black in the third quarter of this year with a
ARS21.4 million ($1=ARS2.96) gain, compared with a ARS70.5 loss
in the year-earlier period, reports Dow Jones.

Higher revenue from the natural gas liquids (NGL) production and
commercialization segment and the stability of the dollar in the
2004 third quarter led to the positive turnaround in the third-
quarter results.

In the year-earlier period, the peso devalued against the debt,
raising the peso cost of the Company's more than US$1 billion in
dollar debts.

Net sales rose 15.3% in the third quarter from a year earlier
despite a utility rate freeze in February 2002, which has hit
the Company hard since.

In the first nine months, the Company recorded a net income of
ARS69.2 million, compared with a ARS243.5 in the year-earlier
period.

The Company attributed the difference on two non-cash positive
effects from 2003: the exchange rate gain due to peso
appreciation and "the reduction in the deferred income tax
liability generated by a partial reduction of the capitalization
of the exchange rate loss."

TGS, which posted one of the largest debt defaults in Argentine
history in early 2002, announced a new debt-restructuring offer
on Oct. 1, which is awaiting approval. The new debt restructure
offering is expected to end today, Nov. 5, unless extended, the
Company said.

TGS is owned by a holding Company controlled by Petrobras
Energia Participaciones (PZE) and a still-unformed trust fund
that took over a stake previously owned by U.S. Energy Company
Enron Corp. (ENRNQ).

CONTACT:  Don Bosco 3672, 6th Fl.
          C1206ABD Buenos Aires, Argentina
          Phone: +54-11-4865-9050
          Fax: +54-11-4865-7154
          E-mail: eduardo_pawluszek@tgs.com.ar
          Web Site: http://www.tgs.com.ar/


TOM DISTRIBUIDORA: Court Rules for Liquidation
----------------------------------------------
Court no. 8 of Buenos Aires' civil and commercial tribunal
ordered the liquidation of Tom Distribuidora S.R.L. after the
Company defaulted on its debt obligations, Infobae reveals.
Dimare S.R.L. filed the liquidation request to recover unpaid
debts totaling US$$150,994.66

Clerk no. 15 assists the Court on this case that will end with
the disposal of the Company's assets in favor of its creditors.

CONTACT: Tom Distribuidora S.R.L.
         Av. Gaona 1669
         Buenos Aires


TRANSPORTE TOMEO: Court Schedules Assembly
------------------------------------------
Court no. 2 of Buenos Aires' civil and commercial tribunal has
set the informative assembly for the Transporte Tomeo S.A.
reorganization case on November 24, says Infobae. Creditors of
the Company will vote to ratify the Company's settlement
proposal during the assembly.

Clerk no. 4 assists the Court on this case.


VINTAGE PETROLEUM: Net Income Soars to $32.2M in 3Q04
-----------------------------------------------------
Vintage Petroleum, Inc. (NYSE:VPI) announced Wednesday net
income of $32.2 million, or $0.49 per diluted share, in the
third quarter of 2004 compared to $11.8 million, or $0.18 per
diluted share, in the same quarter last year. Included in net
income for the third quarter of 2004 is a non-cash charge of
$4.5 million ($7.3 million before tax) as a result of hedge
accounting rules related to certain of the Company's crude oil
hedges in place at September 30, 2004.

Cash flow (including Canada now classified as a discontinued
operation), a non-GAAP measure, was $95.6 million for the third
quarter of 2004, up 39 percent from cash flow of $68.8 million
in the third quarter of 2003. See the attached table for a
reconciliation of these non-GAAP financial measures to the
corresponding GAAP amounts of cash provided by operating
activities of $114.0 million for the third quarter of 2004 and
$78.0 million for the same period in 2003.

Discontinued Operations

During September 2004, Vintage entered into an agreement to
divest of all of its interests in Canada with closing scheduled
for November 30, 2004. In accordance with Statement of Financial
Accounting Standards (SFAS) No. 144, Vintage was required to
reclassify the assets, liabilities and results of its operations
in Canada as discontinued operations for all periods presented.
These reclassifications had no impact on previously reported net
income (loss). Certain financial and operating data related to
these discontinued operations are provided in the tables
attached to this release.

Production

Continued strong organic growth resulted in third quarter
production, including Canada, of 7.3 million barrels of oil
equivalent (BOE), representing a seven percent increase over the
second quarter of 2004 and a six percent increase over the prior
year's third quarter total of 6.9 million BOE. Total production
from continuing operations (which excludes Canada) for the
quarter of 6.4 million BOE was ten percent above the comparable
5.8 million BOE in the third quarter of 2003. This increase was
driven by a 36 percent increase in gas production while oil
production was relatively flat compared to the prior-year
quarter.

Total gas production continues to be significantly ahead of the
Company's expectations to date as a result of exploitation
successes in the U.S. more than offsetting temporary production
interruptions in Argentina. Bolivia volumes benefited from
Argentina's increased demand for natural gas supplies with the
Company's net gas production in Bolivia rising to average 26,800
Mcf per day in the current quarter compared to 15,600 Mcf per
day in the third quarter of 2003. As a result of the Company's
successful drilling at its An Nagyah field, the Company's Yemen
oil production made its initial contribution in the second
quarter of 2004 and averaged 1,891 net barrels per day during
the third quarter, before the impact of changes in inventories.
The Company expects to produce 2,100 net barrels of oil per day
during the fourth quarter. With the recently announced
completion of the An Nagyah #11 well, the total productive
capacity in Yemen has risen to approximately 8,000 gross (4,200
net) barrels of oil per day. Argentina net production in the
third quarter of 2004 averaged 32,200 BOE per day. A portion of
the Company's Argentine production was temporarily shut-in mid
quarter by protestors at a major oil loading facility, reducing
the third quarter average production by 1,990 BOE per day (1,760
barrels of oil and 1,380 Mcf of gas per day). With shut-in
production restored, Argentina net production for September 2004
averaged 35,000 BOE per day, with the anticipation that the
fourth quarter will be slightly higher.

Commodity Prices and Revenues

Including the impact of hedges, the Company's realized price for
oil from continuing operations increased 29 percent to average
$31.99 per barrel in the third quarter of 2004, compared with
last year's third quarter average price of $24.79 per barrel.
The Company's realized price for gas increased 43 percent to
$3.81 per Mcf compared to $2.66 per Mcf in the third quarter of
2003. As a result of the increases in production and oil and gas
prices, oil and gas revenues increased 42 percent to $185.5
million for the third quarter of 2004 from $130.6 million in the
same period of 2003.

Costs and Expenses

Production costs from continuing operations of $5.35 per BOE in
the third quarter of 2004 were down six percent from $5.70 per
BOE for the previous year's quarter as a result of the increase
in production outpacing cost increases.

Export taxes in Argentina increased from $7.4 million in 2003 to
$12.8 million in 2004 primarily as a result of the increase in
export tax rates announced in August which became effective for
a portion of the crude oil exports during the third quarter of
2004. This increase was partially offset by an increase in
Argentina domestic sales as a percent of total sales versus the
year-earlier quarter.

Exploration costs from continuing operations of $12.4 million
for the third quarter of 2004 consisted of $1.4 million of
seismic, geological and geophysical costs, $9.9 million of dry
hole costs primarily in the U.S. and Yemen and $1.1 million of
leasehold impairments. This compares to exploration expense for
the third quarter of 2003 of $6.1 million, consisting of $4.3
million of seismic, geological and geophysical costs, $1.3
million of dry hole costs and $0.5 million of leasehold
impairments.

Interest expense declined 29 percent to $12.6 million in the
third quarter of 2004 due to a 13 percent reduction in average
debt outstanding and a 16 percent lower average interest rate
resulting from a change in the mix of fixed-rate versus
floating-rate debt.

Nine-Month Results

Net income for the nine months ended September 30, 2004, was
$88.8 million, or $1.36 per diluted share, compared to $43.7
million, or $0.68 per diluted share, for the same period in
2003. Income from continuing operations before cumulative effect
of change in accounting principle of $85.7 million, or $1.31 per
diluted share, compares to $50.7 million, or $0.79 per diluted
share, for the first nine months of 2003. There were no changes
in accounting principles during the first nine months of 2004.

Cash flow (including Canada now classified as a discontinued
operation), a non-GAAP measure, was $256.2 million for the nine
months ended September 30, 2004, up 17 percent compared to
$218.3 million in the year-ago period, reflecting the increase
in production and oil and gas prices from the year-ago levels.
See the attached table for a reconciliation of these non-GAAP
financial measures to the corresponding GAAP amounts of cash
provided by operating activities of $256.2 million for the nine
months ended September 30, 2004, and $172.2 million in the year-
earlier period.

2004 Targets for Production, Cash Flow and EBITDAX Increased

Based on the continued impact of the successes to date in its
U.S. exploitation, and increased gas sales in Bolivia, the
Company has increased its production target for 2004 to 27.6
million BOE from the prior target of 27.5 million despite the
0.2 million BOE impact of temporary shut-ins in Argentina during
the third quarter and reducing the production target for Canada
by 0.3 million BOE as result of the pending sale scheduled to
close on November 30, 2004. The Company's U.S. production
continues to run ahead of previous expectations due principally
to gas recompletion activities underway in south central Texas.
Net aggregated gas production from these lower-risk projects has
increased from 7,000 Mcf per day to 30,000 Mcf per day since
September of 2003.

Due to strong oil and gas prices prevailing during the first
nine months of 2004 and the strength of the forward price curve,
the Company has also increased its average NYMEX price
assumptions for 2004 to $42.00 per barrel for oil from $36.00
per barrel and to $6.10 per MMBtu for gas versus the previous
assumption of $5.90 per MMBtu. For the fourth quarter of 2004,
the Company has hedged approximately 1.3 million barrels of oil
through price swaps at an average NYMEX reference price of
$30.20 per barrel and 0.6 Bcf of gas at an average price of
$5.97 per MMBtu (see acCompanying table - "Hedging Status").

Given its increased production targets, plus assumed prices and
costs enumerated in the acCompanying table, "Vintage Petroleum,
Inc., Revised 2004 Targets", and other expectations, Vintage has
increased its target for 2004 cash flow (as defined in the
attached table) by 12 percent to $365 million, which is $40
million higher than the previous target of $325 million. In
addition, the revised target for EBITDAX in 2004 has been raised
by 12 percent, or $53 million, to $480 million from the previous
target of $427 million.

Vintage Petroleum, Inc. is an independent energy Company engaged
in the acquisition, exploitation and exploration of oil and gas
properties and the marketing of natural gas and crude oil.
Company headquarters are in Tulsa, Oklahoma, and its common
shares are traded on the New York Stock Exchange under the
symbol VPI.

To view financial statements:
http://bankrupt.com/misc/VINTAGE_PETROLEUM.htm


* ARGENTINA: New Offer Unlikely to Get Sufficient Acceptance
------------------------------------------------------------
A Bloomberg survey suggests that Argentina's new offer for
rescheduling US$100 billion of defaulted debt is unlikely to win
acceptance from 70% of creditors, a level needed to gain further
financing from the International Monetary Fund.

Argentina sent the proposal earlier this week to the U.S.
Securities and Exchange Commission, the final regulatory hurdle
for the embattled government to carry out the swap.

Economy Minister Roberto Lavagna said at a press conference in
Buenos Aires Nov. 1 that the government would pay US$475 million
more in interest than it proposed in June.

Pablo Morra at Goldman Sachs & Co., one of six analysts surveyed
by Bloomberg, describes the offer as a "marginal" improvement
for investors.

"This offer has no substantial improvement and won't change the
view of creditors," said Fernando Losada, senior Latin America
economist at ABN Amro Inc. in New York. "Argentina needs at
least two-thirds participation and this won't do it."

Daniel Tillotson at Wachovia Securities in New York expects
Argentina to improve its offer further to increase participation
and avoid forgoing its relationship with the IMF, which withheld
financing in its second-quarter review.

Tillotson said Argentina needs about 90% participation for the
exchange to be considered successful. "If Argentina doesn't
understand that, they have a problem," Tillotson said.



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

FOSTER WHEELER: 3Q04 Results Show $215M Net Loss
------------------------------------------------
Foster Wheeler Ltd. (OTCBB: FWLRF) reported Wednesday a net loss
of $215 million for the third quarter of 2004, or a loss of
$5.16 per diluted share, on revenues of $732 million, along with
a year-to-date net loss of $190 million on revenues of $2.1
billion. The quarter's results were dominated by a pre-tax
charge of $175 million, of which $164 million was non-cash,
resulting from the Company's recent successful equity-for-debt
exchange. The charge was taken consistent with SFAS 84, "Induced
Conversions of Convertible Debt." Even after this charge, the
exchange resulted in an improvement of $448 million in the
Company's consolidated net worth.

In addition to the charge resulting from the exchange, the
quarter's results also included a $23 million charge related to
the re-evaluation of contract cost estimates for three lump-sum
turnkey projects in the Global Power Group's European
operations. The Company incurred cost over-runs and delays on
these projects. All three projects were bid, or approved for
bidding, prior to the formation and implementation of the
Company's Project Risk Management Group in early 2002, and each
involved contracting practices that the Company would not permit
today. Two of the projects are now approaching client
acceptance, and the third is scheduled for client acceptance in
the first quarter of 2005. Following client acceptance, each of
the projects will enter a warranty phase.

"As I have previously stated, we are very pleased with the
successful closing of our equity-for-debt exchange this
quarter," said Raymond J. Milchovich, chairman, president and
chief executive officer. "With the exception of three European
power projects, our operating units' performance in the quarter
met our expectations, and, subject to the same exception, we are
very pleased with their year-to-date performance. The three
European power projects involved work outside of the proven
competencies of the European power business unit, and our
current control processes would not allow that business unit to
undertake such work on its own today. We are very unhappy with
the performance on those projects."

Consolidated EBITDA

Consolidated earnings before income taxes, interest expense,
depreciation and amortization (EBITDA) for the quarter was
negative $172 million and for the nine months ended September
24, 2004 was negative $46 million. The foregoing results
included the previously described charges of $175 million
related to the Company's recently completed exchange offer and
$23 million related to three European power projects this
quarter, as well as charges totaling $62 million related to
those three projects for the nine months ended September 24,
2004. Excluding the foregoing charges, EBITDA for the quarter
would have been a positive $26 million and year-to-date would
have been a positive $191 million.

Segment EBITDA

The Engineering and Construction (E&C) Group's EBITDA was $21
million this quarter and its year-to-date 2004 EBITDA was $112
million. The Group's EBITDA was driven by strong project
execution by the European E&C business units.

The Global Power Group's EBITDA for the quarter was a negative
$2 million and for the nine months ended September 24, 2004 was
positive $67 million. Included in EBITDA for this quarter is the
$23 million charge described above related to the three European
projects. That charge more than offset the strong performance of
the North American power operations during the quarter. If the
charges for the three European projects were excluded, the
Group's EBITDA for the quarter would have been $21 million and
its EBITDA year-to-date would have been $129 million.

Worldwide Cash and Domestic Liquidity

Worldwide, total cash and short-term investments at the end of
the quarter were $372 million, compared with $430 million at
year-end 2003, and $470 million at the end of the third quarter
of 2003. The quarter-end cash and short-term investments
included $312 million held by non-U.S. subsidiaries. The
decrease in cash during the quarter resulted primarily from the
need to fund the three European power projects discussed above
and costs associated with the completion of the exchange offer.
The Company expects its worldwide total cash and short-term
investments to remain substantially in the range of their
present levels through 2005.

As of September 24, 2004, the Company's total consolidated
indebtedness was $577 million, reduced by $456 million from
year-end 2003 and $511 million from the end of the third quarter
of 2003. The reductions are predominantly due to the closing of
the Company's exchange offer.

"Assuming we replace our existing domestic letter-of-credit
facility with a new multi-year facility, we forecast that our
capacity to issue letters of credit and our domestic liquidity
overall will remain sufficient throughout the remainder of 2004
and all of 2005," commented Mr. Milchovich.

Consolidated Bookings and Backlog

New orders booked during the third quarter and first nine months
of 2004 were $281 million and $1.6 billion, respectively. The
Company's backlog at the end of the third quarter of 2004 was
$1.8 billion, down from $3.0 billion at the end of the third
quarter of 2003, and down from $2.3 billion at year-end 2003.

Segment Bookings and Backlog

New bookings for the E&C Group were $147 million for the quarter
and $1.2 billion the first nine months of 2004. The E&C Group's
quarter-end backlog was $1.3 billion, down compared with $2
billion at the end of the third quarter 2003 and even with year-
end 2003.

Backlog expressed in terms of contract price or revenues alone
does not fully reflect the profit potential of the Group because
contract price and revenues include costs incurred by the Group
as agent or as principal on a reimbursable basis, i.e., flow-
through costs. Analysis of the Company's scope, measured as the
dollar value of backlog excluding flow-through costs, helps to
provide a more complete picture of the Group's profit potential.
This is because scope is the component of backlog on which the
Company charges a markup. For reimbursable contracts, it
reflects the value of the Company's services plus fees; for
lump-sum type contracts, it reflects total selling price.
Expressed in terms of scope, E&C backlog at the end of the third
quarter 2004 was $648 million, up almost 53% from $424 million
at year-end 2003 and up 23% from $525 million at the end of the
third quarter of 2003.

The E&C Group's backlog at the end of the third quarter 2004
reflects a material change in business mix, compared with third
quarter backlog in 2003. Front-end engineering and project
management work currently account for a larger percentage of
backlog. This business mix reflects, in part, the timing of the
investment cycles in the business sectors Foster Wheeler serves,
particularly in chemicals and petrochemicals, where the Company
has been successful in securing a significant share of the new
chemicals and petrochemicals investment wave in 2004.
Strategically, the Company also believes that a number of front-
end wins in its backlog position it well for additional business
as the projects move into the engineering, procurement and
construction phase.

New bookings in the third quarter for the Global Power Group
were $136 million. Backlog at quarter-end was $544 million, down
44% from $973 million at the end of the third quarter of 2003.
Backlog expressed in terms of scope was $443 million at quarter
end, down 49% from $873 million at the end of the third quarter
of 2003. Changes in traditional backlog and scope are likely to
be fairly well correlated for this Group because of the
typically small and consistent component of flow-through costs
in its business mix.

Calculation of EBITDA

Management uses several financial metrics to measure the
performance of the Company's business segments. EBITDA is a
supplemental, non-generally accepted accounting principle (GAAP)
financial measure. EBITDA is defined as earnings/(loss) before
taxes, interest expense, depreciation and amortization. The
Company presents EBITDA because it believes it is an important
supplemental measure of operating performance. A reconciliation
of EBITDA, a non-GAAP financial measure, to net earnings/(loss),
a GAAP measure, is attached with the Company's Consolidated
Statements.

The Company believes that the line item on its consolidated
statement of operations entitled "net earnings / (loss)" is the
most directly comparable GAAP measure to EBITDA. Since EBITDA is
not a measure of performance calculated in accordance with GAAP,
it should not be considered in isolation of, or as a substitute
for, net earnings / (loss) as an indicator of operating
performance.

EBITDA, as the Company calculates it, may not be comparable to
similarly titled measures employed by other companies. In
addition, this measure does not necessarily represent funds
available for discretionary use, and is not necessarily a
measure of the Company's ability to fund its cash needs. As
EBITDA excludes certain financial information compared with net
earnings/ (loss), the most directly comparable GAAP financial
measure, users of this financial information should consider the
type of events and transactions which are excluded. EBITDA,
adjusted for certain unusual and infrequent items specifically
excluded in the terms of the Senior Credit Facility, is also
used as a measure for certain covenants under the Senior Credit
Facility.

The Company's non-GAAP performance measure, EBITDA, has certain
material limitations as follows:

- It does not include interest expense. Because the Company has
borrowed substantial amounts of money to finance some of its
operations, interest is a necessary and ongoing part of its
costs and has assisted it in generating revenue. Therefore, any
measure that excludes interest expense has material limitations;

- It does not include taxes. Because the payment of taxes is a
necessary and ongoing part of the Company's operations, any
measure that excludes taxes has material limitations;

- It does not include depreciation. Because the Company must
utilize substantial property, plant and equipment in order to
generate revenues in its operations, depreciation is a necessary
and ongoing part of its costs. Therefore any measure that
excludes depreciation has material limitations.

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

To view financial statements:
http://bankrupt.com/misc/FWLRF3Q04.htm

CONTACT: Foster Wheeler Ltd.
         Media Contact:
         Ms. Maureen Bingert
         Phone: 908-730-4444
             or
         Investor Contact:
         Mr. John Doyle
         Phone: 908-730-4270
             or
         Other Inquiries:
         Phone: 908-730-4000

         Web Site: http://www.fwc.com/


HOPEWELL INTERNATIONAL: To Hold Final General Meeting
-----------------------------------------------------
        IN THE MATTER OF THE COMPANIES ACT 1981

                          and

IN THE MATTER OF Hopewell International Insurance Company Ltd.

Notice is hereby given that the Final General Meeting of the
Members of Hopewell International Insurance Company Ltd. will be
held at the offices of KPMG Financial Advisory Services Limited,
Crown House , 4 Par-la-Ville Road, Hamilton, Bermuda on December
3, 2004 at 10:00 a.m. for the following purposes:

1. receiving an account laid before them showing the manner in
which the winding-up of the Company has been conducted and its
property disposed of and of hearing any explanation that may be
given by the Liquidator;

2. by Resolution determining the manner in which the books,
accounts and documents of the Company and of the Liquidator
shall be disposed of; and

3. by Resolution dissolving the Company.


LINES OVERSEAS: Claims Victory in Legal Battle Against SEC
----------------------------------------------------------
Bermuda-based investment firm Lines Overseas Management emerged
victorious in US Court against the US Securities and Exchange
Commission after a judge decided to grant its motion to release
under seal documents connected with the Sedona investigation.

The Royal Gazette recalls that on October 20, US Magistrate
Judge Alan Kay granted the firm's motion to file certain
evidence under seal, specifically parts of a declaration by its
Compliance Manager, Scott Hill.

"In assessing LOM's motion to file under seal, the Court needs
to balance, (1) the need for public access to the documents, (2)
previous public access to the documents, (3) objections to
disclosure, (4) strength of the various interests asserted, (5)
possibility of prejudice to the party opposing disclosure, and
(6) the purposes for which the documents were introduced during
the proceeding," stated the magistrate.

"In balancing these interests, the Court finds that the
documents should be sealed without prejudice.

"The interest asserted by LOM involves possible violations of
foreign privacy laws should public disclosure occur. In
contrast, while the general public may ultimately have an
interest in the information contained in these documents, at
this juncture they are being submitted solely for the purpose of
defending their confidentiality.

"Should the Court at a later time determine that LOM's decision
to maintain these confidences is unfounded, then the documents
can be made public. That determination, however, is the central
issue in this case.

"To deny LOM's motion to seal would force them to either defend
their position by submitting the information and risk violating
confidences or not submit the information thus hindering their
ability to fully defend their position. Either option is
unacceptable."

The judge ordered LOM to provide a non-redacted copy of Hill's
declaration, including all exhibits, to the SEC and directed the
SEC "to comply with all applicable rules relating to the
handling of sealed documents".


NAFCO ARBITRAGE: Claims Submission Deadline Set
-----------------------------------------------
         IN THE MATTER OF THE COMPANIES ACT 1981

                          and

       IN THE MATTER OF Nafco Arbitrage Partners Ltd.

Mr. Robin J. Mayor, serving as Liquidator, informs that:

- Nafco Arbitrage Partners Ltd. , which is being voluntarily
wound up, are required, on or before November 17, 2004 to send
their full Christian and Surnames, their addresses and
descriptions, full particulars of their debts or claims, and the
names and addresses of their lawyers (if any) to Robin J Mayor
at Messrs. Conyers Dill & Pearman, Clarendon House, Church
Street, Hamilton, HM DX, Bermuda, the Liquidator of the said
Company, and if so required by notice in writing from the said
Liquidator, and personally or by their lawyers, to come in and
prove their debts or claims at such time and place as shall be
specified in such notice, or in default thereof they will be
excluded from the benefit of any distribution made before such
debts are proved.

- A final general meeting of the Sole Member of Nafco Arbitrage
Partners Ltd.  will be held at the offices of Messrs. Conyers
Dill & Pearman, Clarendon House, Church Street, Hamilton,
Bermuda on December 1, 2004 at 9:30 a.m., or as soon as possible
thereafter, for the purposes of:

1) receiving an account laid before them showing the manner in
which the winding-up of the Company has been conducted and its
property disposed of and of hearing any explanation that may be
given by the Liquidator;

2) by resolution determining the manner in which the books,
accounts and documents of the Company and of the Liquidator
shall be disposed of; and

3) by resolution dissolving the Company.

CONTACT: Mr. Robin J. Mayor, Liquidator
         Clarendon House
         Church Street, Hamilton
         Bermuda


OVERTURE LIMITED: Appoints Robin Mayor as Liquidator
----------------------------------------------------
          IN THE MATTER OF THE COMPANIES ACT 1981

                           and

             IN THE MATTER OF Overture Limited

The Member of Overture Limited, acting by written consent
without a meeting on October 27, 2004 passed the following
resolutions:

1) THAT the Company be wound up voluntarily, pursuant to the
provisions of the Companies Act 1981; and

2) THAT Robin J. Mayor be and is hereby appointed Liquidator for
the purposes of such winding-up, such appointment to be
effective forthwith.

The Liquidator Notifies that:

- Creditors of Overture Limited, which is being voluntarily
wound up, are required, on or before November 17, 2004 to send
their full Christian and Surnames, their addresses and
descriptions, full particulars of their debts or claims, and the
names and addresses of their lawyers (if any) to Robin J Mayor
at Messrs. Conyers Dill & Pearman, Clarendon House, Church
Street, Hamilton, HM DX, Bermuda, the Liquidator of the said
Company, and if so required by notice in writing from the said
Liquidator, and personally or by their lawyers, to come in and
prove their debts or claims at such time and place as shall be
specified in such notice, or in default thereof they will be
excluded from the benefit of any distribution made before such
debts are proved.

- A final general meeting of the Member of Overture Limited will
be held at the offices of Messrs. Conyers Dill & Pearman,
Clarendon House, Church Street, Hamilton, Bermuda on December
10, 2004 at 9:30 a.m., or as soon as possible thereafter, for
the purposes of:

1) receiving an account laid before them showing the manner in
which the winding-up of the Company has been conducted and its
property disposed of and of hearing any explanation that may be
given by the Liquidator;

2) by resolution determining the manner in which the books,
accounts and documents of the Company and of the Liquidator
shall be disposed of; and

3) by resolution dissolving the Company.

CONTACT: Mr. Robin J. Mayor, Liquidator
         Clarendon House
         Church Street, Hamilton
         Bermuda



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

CEMIG: Infovias' Future Awaits Evaluation Results
-------------------------------------------------
Brazilian power Company Cemig is awaiting the results of an
evaluation of its telecom subsidiary Infovias by US consulting
firm Ernst & Young, Business News Americas reports, citing a
Company source.

Cemig assistant financial director Joao Batista Zolini Carneiro
said that the power utility expects the consulting firm to
complete the evaluation within roughly 90 days, after which it
will decide on what to do with Infovias and Way Brasil, its
cable TV and Internet subsidiary.

If the evaluation concludes that the best strategy is to sell,
then Cemig will implement a sale process, Carneiro said.

Infovias posted losses of BRL22.4 million from January-September
2004, Carneiro revealed, adding that the losses did not impact
Cemig's decision to evaluate Infovias.

Infovias generates around BRL3.5 million (US$1.24mn) a month in
revenue, of which roughly BRL800,000 comes from Way Brasil,
according to Carneiro.

CONTACT: Companhia Energetica de Minas Gerais
         AV. Barbacenda 1200
         Bello Horizonte MG
         30161-970
         Brazil
         Web Site: http://cemig.infoinvest.com.br/?language=enu


CEMIG: To Invest $349M Annually Through 2008
--------------------------------------------
Cemig's CFO Luiz Fernando Rolla reiterated the Company's plans
to invest around BRL1 billion (US$349mn) annually through 2008,
reports Business News Americas.

The 2005-08 investment program, which was first announced in
April, details BRL1.15 billion in 2005, BRL1.08 billion in 2006,
BRL905 million in 2007 and BRL1.05 billion in 2008.

Cemig is mulling the possibility of acquiring stakes or control
in distribution or generation ventures to accelerate its
projected 3.6% power sales growth in the next five years.

But "the investment program does not take into account any
acquisition we might eventually undertake," Rolla said. "We have
looked over some proposals, but nothing was closed and we are
open to new opportunities."

In the meantime, the Company is concluding talks with national
electricity regulator Aneel and creditors to spin off its
generation and transmission operations from the distribution
venture to comply with recently approved regulations, Rolla
said.

"The new companies have registration numbers and we now need to
send Aneel details to show they are viable and negotiate with
creditors the splitting up of the debt and assets," he said. The
spin-off operations should be concluded by the year-end
deadline, he added.

The distribution operations, Cemig D, will assume about BRL1.6
billion of the total BRL3.9-billion projected debt, while
generation and transmission unit Cemig GT will assume BRL2.3
billion of the debt.


GERDAU: Consolidated Net Income Improves Dramatically
-----------------------------------------------------
HIGHLIGHTS:

Net Profit:

The significant improvement of operations abroad, especially in
North America, along with improved margins in exports as a
result of higher prices contributed in an important way to the
consolidated net income of R$ 2.5 billion in these first nine
months of the year. This result was 212.8% greater than the R$
794.6 million obtained in the same period of 2003. The North
American operations produced a net profit of R$ 775.4 million in
2004, compared to a loss of R$ 57.0 million in 2003. In South
America (excluding Brazil), net profit reached R$ 135.4 million,
123.4% greater than that of 2003. Net margin went from 8.1%, in
the first nine months of 2003, to 16.9% this year.

Revenues:

The consolidated gross revenues from January through September
reached R$ 17.6 billion, an increase of 51.2% over the same
period in 2003. The Brazilian operations contributed with 54.1%
of this total (R$ 9.5 billion), the North American units with
41.7% (R$ 7.3 billion) and the companies in Chile, Uruguay and
Argentina with the remaining 4.2% (R$ 737.6 million).

Exports:

With the objective of meeting the increase in the Brazilian
domestic demand for steel products, exports were reduced by
17.7% in the first nine months of the ongoing year. In spite of
this reduction, shipments in these first nine months still
reached 1.9 million metric tons. Revenues generated by these
exports reached US$ 752.4 million, 31.8% greater than those of
last year, due to the increase in international steel prices.

EBITDA:

The operational cash generation (EBITDA) accumulated R$ 4.3
billion through September this year, 110.8% greater than the R$
2.0 billion generated in the same nine months of 2003. EBITDA
margin surpassed the 20.5% mark - in nine months in 2003 - to
29.0% in the same period in 2004.

1) Last Twelve Months.

Output:

The Gerdau companies produced 10.0 million metric tons of slabs,
blooms and billets (SBB) in nine months of 2004, 8.8% greater
than the volume produced in the first nine months of 2003, when
output was 9.2 million tons. Output of rolled products reached
7.7 million metric tons, an increase of 14.8% compared to 2003.

Dividends and Interest on Capital Stock:

Metalurgica Gerdau S.A. and Gerdau S.A. will pay R$ 141.1
million and R$ 292.2 million, respectively, on November 17th, as
interest on capital stock and dividends for the third quarter.
Interest on capital stock will be paid based on shares of each
Company held on August 13th and are equivalent to R$ 0.80 per
share of Metalurgica Gerdau S.A. and to R$ 0.46 per share of
Gerdau S.A. Dividends will be paid at R$ 0.91 and R$ 0.53 per
share, respectively, based on shares held on November 3rd.

Euro Commercial Paper Operation:

A euro commercial paper program was completed on October 13th in
an amount of US$ 110 million, with maturity on October 12th,
2005 and a coupon of 3.0% per annum.

Anefac-Fipecafi-Serasa Award - Transparency (disclosure) Trophy:

Gerdau was ranked for the fifth consecutive year as one of the
top ten companies that presented the best financial statements
in 2003, and voted for the -Anefac-Fipecafi-Serasa Award -
transparency Trophy-. Competitors are companies headquartered in
Brazil and selected among the greatest and best 500 corporations
in the fields of commerce, industry and services - except
financial services - in addition to the fifty biggest state-
owned companies. The criteria for evaluation were: quality and
degree of information, disclosure, adherence to accounting
principles, layout, readability, concision, clarity and the
disclosure of information not legally required such as cash flow
statement, value added, EBITDA and Social Balance.

Acquisition of Assets in The United States:

Gerdau Ameristeel concluded the acquisition of the fixed assets
and working capital of four long steel producing mills, three
wire-rod processing mills and a mining industry grinding ball
manufacturing unit on November 1st from North Star Steel, as
announced on September 9th. The price paid for these assets
totaled US$ 266 million in cash and liabilities of about US$
12.0 million. The Company will pay an additional US$ 30 million
within the next sixty days as an adjustment to the purchase
price reflecting higher working capital levels on the day of the
closing.

Acquisition of downstream units in the United States:

Gerdau Ameristeel announced on October 28th, the signing of a
purchase agreement for the acquisition of all assets of Gate
City Steel, Inc. and RJ Rebar, Inc., in the United States. These
companies supply the mid-west and southern regions of the United
States with concrete reinforcing bars, cut and bent, with and
without Epoxi finish.

Capitalization of Gerdau Ameristeel:

Gerdau Ameristeel concluded on October 20th a public offering in
a total of 70 million ordinary shares at US$ 4.70, or Cdn$ 5.90,
per share, totaling US$ 329.0 million, or Cdn$ 413.0 million.
Half of this issue was subscribed by Gerdau S.A. and the balance
distributed by a bank syndicate to the Canadian and the U.S.
capital markets. It is worthwhile mentioning that Gerdau
Ameristeel's shares were already traded at the Toronto Stock
Exchange (Canada), and are now also being traded at the New York
Stock Exchange (NYSE).

New Steel Mill in Sao Paulo:

On October 18th Gerdau announced the resumption of the new Sao
Paulo Mill Project. With investments of about R$ 750 million to
be spent in two phases, the unit to be built in the municipality
of Aracariguama will have an installed capacity of 1.3 million
metric tons of crude steel, and 1.2 million tons of rebars for
the civil construction sector. The first phase will require
investments of R$ 500 million. The melt shop will have a
capacity of 900 thousand metric tons of crude steel and the
rolling mill 600 thousand metric tons. The melt shop should come
into operation in May 2005, and the rolling mill in April 2006.
The mill's output will be directed to the domestic market,
mainly to the states of Sao Paulo and Mato Grosso do Sul, which
are currently being serviced by the mills Gerdau Cosigua (RJ)
and Gerdau Divinąpolis (MG).

Performance of the Third quarter 2004

Output and Sales

- The output of slabs, blooms and billets in the third quarter
reached 3.3 million metric tons, 2.0% less than the volume of
the second quarter. The units located in Brazil produced 1.9
million metric tons, a volume equal to that of the previous
quarter and 55.5% of the total consolidated output. In North
America, due to the scheduled shutdowns for maintenance on
certain units, output was 5.1% lower, reaching 1.4 million
metric tons. Companies located in Chile and Uruguay produced
114.2 thousand metric tons, presenting a growth of 7.4%.

- The output of rolled products reached 2.6 million metric tons,
a volume 2.1% greater than that of the second quarter. In
Brazil, output reached 1.2 million metric tons presenting an
increase of 8.4%, the consequence of a greater demand in the
civil construction and the industrial sector that uses steel
products as inputs. The scheduled stoppages in certain North
American mills caused a reduction in the output of rolled
products. This output reached 1.3 million metric tons, 3.6% less
than in the previous quarter. Companies in Chile, Uruguay and
Argentina produced 127.7 thousand metric tons in the preceding
quarter, 10.7% greater than the output of the second quarter.


The resumption of growth in the civil construction sector and
the bigger demand from the industrial sector allowed for the
increases in sales of Gerdau Acominas in the domestic market by
5.7% throughout the third quarter. Exports, due to the
redirecting of sales to the domestic market, fell by 9.6% when
compared to the second quarter, yet reaching 571.5 thousand
metric tons. Shipments from the Brazilian operation to the
international markets contributed with 34.0% of total sales and
generated revenues of US$ 243.2 million in the third quarter.


Results

- Consolidated net revenues in the third quarter of 2004 reached
R$ 5.2 billion, 1.3% lower than that of the second quarter. This
is due to the smaller revenue from the foreign operations when
converted into reais as a result of the appreciation of the
Brazilian currency vis-a-vis the US dollar. The Brazilian
operation contributed with net revenues of R$ 2.8 billion, 9.7%
greater than those of the second quarter. The North American
businesses generated net revenues of R$ 2.2 billion (-12.4%) and
units in South America R$ 193.4 million (+1.9%).

- Companies abroad and exports from Brazil, combined,
contributed with 62.5% to consolidated net revenues of the third
quarter.

- The better operating margins of the Brazilian operation, the
result of greater sales volume in the domestic market where the
product mix presents greater added value, along with price
increases due to higher costs in certain raw materials, were
responsible for the improvement in the gross margin from 35.2%,
in the second quarter, to 35.9%, in the third quarter. Gross
profit reached R$ 1.9 billion in the months of July through
September, 0.6% greater than that of the period between April
and June this year.

- Sales, General and Administrative Expenses (R$ 376.1 million)
were 3.9% lower in the third quarter this year when compared to
those of the second quarter. This shows a reduction of its
percentage in net revenues from 7.4% to 7.2%. This reduction is
due to lower expenses of operations abroad - when expressed in
reais - because of the appreciation of the real vis-a-vis the US
dollar.

The lower revenues of operations abroad, when converted into
reais due to the appreciation of the Brazilian currency vis-a-
vis the US dollar, resulted in an EBITDA (operations cash
generation) for the third quarter of R$ 1.7 billion, 3.0% below
that of the previous quarter. The margin, nonetheless, remained
at levels similar to those of the previous quarter, at 31.8%
(32.4% in the second quarter).

Net financial expenses, excluding monetary and FX variations,
totaled R$ 34.5 million in the quarter, compared to R$ 89.1
million in the previous period. This reduction of expenses is
due to both the decrease in indebtedness and the increase in
investments as a result of a greater cash generation in the
period. Taking into account the FX variation (R$ 157.7 million)
and monetary variation (R$ 1.2 million), both positive, Gerdau
had financial net revenues (financial expenses minus financial
revenues) in its consolidated financial statements of R$ 124.4
million. On September 30th, gross debt was R$ 5.8 billion, 10.1%
lower than the indebtedness on June 30th. Cash & Cash
equivalents totaled R$ 1.9 billion at the end of September,
30.7% greater than what it was in the end of June.

- Equity pick up was negative by R$ 279.7 million in the quarter
and reflects the variations of the different currencies of the
countries in which Gerdau operates along with fiscal incentives
and the amortization of goodwill in the period.

- As a result of the favorable outcome of a judicial process
regarding the improper collection of PIS at our subsidiary
Gerdau Acominas, based on decrees-law (Decretos-Leis) #s
2.445/88 and 2.449/88, Gerdau been able to account for the net
tax effect of R$ 63.7 million in the Other Operating Income
line.

- The provision for income tax and social contribution for the
third quarter was affected by the re-calculation of fiscal
credit benefits resulting from fiscal losses, in the amount of
R$ 137.5 million and R$ 128.6 million, at the subsidiaries
Gerdau Acominas and Gerdau Ameristeel, respectively. These
amounts reflect the fiscal credits' re-calculation based on the
realization of current profitability.

- Net profit reached R$ 1.2 billion in the third quarter
presenting a growth of 35.7% compared to that of the second
quarter when it reached R$ 873.3 million. Of this result,
operations abroad contributed with 35.9% and Brazil with the
remaining 64.1%. Net margin evolved from 16.5% in April through
June, to 22.7%, in the nine months of 2004.

Investments

- Investments in fixed assets totaled US$ 92.6 million in the
third quarter, of which US$ 62.1 million were destined to units
in Brazil (67.1%) and US$ 30.5 million for units abroad (32.9%).

On November 1st, Gerdau Ameristeel concluded the acquisition of
fixed assets and working capital of four long steel producing
units, three wire-rod processing mills and one unit that
produces grinding balls for the mining industry, from North Star
Steel, as announced on September 9th. The price of these assets
was US$ 266 million, paid in cash, and approximately US$ 12.0
million in liabilities. The Company will pay an additional US$
30 million within the next sixty days as an adjustment to the
purchase price reflecting higher working capital levels on the
day of the closing. The four North Star mills (located in St.
Paul, Minnesota; Wilton, Iowa; Calvert City, Kentucky; and
Beaumont, Texas) have a nominal installed capacity of 2.0
million short tons per year of long steel, mainly bars, light
structural profiles, special quality bars and profiles, concrete
reinforcing bars and wire-rod. The four downstream units
(located in Beaumont, Texas; Carrollton, Texas; Memphis,
Tennessee; and Duluth, Minnesota) have a nominal installed
capacity of approximately 300 thousand short tons per year of
wire mesh for concrete, fencing wires, industrial wires and
grinding balls.

- Gerdau Ameristeel announced on October 28th, the signing of a
purchase agreement for all the assets of Gate City Steel, Inc.
and of RJ Rebar, Inc., in the United States, suppliers of
fabricated rebars, with and without epoxy coating, to the mid-
west and southern parts of the United States. These units are
located at Indianapolis and Muncie, Indiana; Sterling and
Lemont, Illinois; Birmingham, Alabama; and Hamilton, Ohio. These
units have a total nominal installed capacity of 160 thousand
short tons, including 30 thousand short tons of cut and bent
reinforced concrete bars with epoxy coating.

- On October 18th Gerdau announced the resumption of the new Sao
Paulo Mill Project. With investments of about R$ 750 million to
be spent in two phases, the unit to be built in the municipality
of Aracariguama will have an installed capacity of 1.3 million
metric tons of crude steel, and of 1.2 million tons of rebars
for the civil construction sector. The first phase will require
investments of R$ 500 million, and the melt shop will have a
capacity of 900 thousand metric tons of crude steel and the
rolling mill 600 thousand metric tons. The melt shop should come
into operation in May 2005, and the rolling mill in April 2006.
The mill's output will be directed to the domestic market,
mainly to the states of Sao Paulo and Mato Grosso do Sul, which
are currently being serviced by the Gerdau Cosigua (RJ) and
Gerdau Divinąpolis (MG) mills. The mill follows the concept of a
compact market mill and should be a benchmark in the steel
industry. An important portion of the investment (approximately
R$ 90 million) will be destined to the protection of the
environment with the installation of a cutting edge dust
collecting system. This should eliminate the emission of solid
particles at the melt shop. The totally closed water
recirculation system will be installed and industrial waters
will be treated and re-used at the mill. A Mega Shredder,
capable of processing approximately 2 thousand tons of steel
scrap daily, about three thousand cars, will also be installed.
Additionally, green areas total 36% of the real estate occupied
by the Mill - equivalent to 47 hectares - and the number of
trees to be planted reaches 47 thousand saplings.

- In addition to the unit in Sao Paulo, other investments, as
announced in the previous quarter, deserve to be highlighted. At
the Ouro Branco Mill (MG), the liquid steel capacity will
surpass the three million metric tons mark reaching seven
million by 2008/09. With an intermediate step, the mill will
increase its capacity by 1.5 million metric tons by 2006/07. At
Gerdau Acos Finos Piratini (RS), the rolling mill will have its
capacity enhanced from the current 350 thousand metric tons to
500 thousand metric tons by next year. At Gerdau Cosigua (RJ),
the programmed investment calls for an enhancement of rolling
Mill number three to 420 thousand metric tons per year, an
increase of 150 thousand metric tons by the end of 2005. At
Gerdau Riograndense (RS), improvements in the meltshop should
allow for an additional output of 60 thousand metric tons by
2006. At Gerdau Cearense (CE), the installation of a new
reheating furnace and the elimination of bottlenecks, scheduled
for 2006, should increase the annual output at that Mill by 100
thousand metric tons to 150 thousand metric tons.

Indebtedness

- Net debt on September 30th was R$ 3.8 billion, 22.4% less than
at the end of June, and 29.4% lower than on September 30th,
2003.

- Of the total gross debt (R$ 5.8 billion), 31.8% was short term
(R$ 1.8 billion) and 68.2% was long term (R$ 4.0 billion).

- Cash & cash equivalents totaled R$ 1.9 billion at the end of
September. Of this total, 60.5% (R$ 1.2 billion) were indexed to
the US dollar.

On June 30th, 2004, 17% of the debt in foreign currency was
hedged

- A euro commercial paper program was concluded on October 13th,
for a total amount of US$ 110 million, and maturity on October
12th, 2005 and a coupon of 3.0% per annum.

- Gerdau Ameristeel concluded on October 20th the public
offering of a total of 70 million ordinary shares at US$ 4.70,
or Cdn$ 5.90, per share, totaling US$ 329.0 million, or Cdn$ 413
million. Half of this issue was subscribed by Gerdau S.A. and
the balance distributed by a bank syndicate to the Canadian and
the U.S. capital markets. It is worthwhile mentioning that
Gerdau Ameristeel's shares were already traded at the Toronto
Stock Exchange (Canada), and are now also being traded at the
New York Stock Exchange (NYSE).

APIMEC Meeting

- Gerdau will host a national meeting, on November 24th at the
Brazilian Financial Analyst Association, Sao Paulo branch -
APIMEC-SP, at the Grand Hyatt hotel, in Sao Paulo. Management
will be commenting the third quarter results along with
perspectives for the remainder of 2004 and expectations for 2005
at the event.

Non-consolidated data

Metalurgica Gerdau S.A.

- Metalurgica Gerdau S.A. will pay a total of R$ 141.0 million
as interest on capital stock and dividends for the third quarter
on November 14th. Interest on capital stock will be paid based
on the shares held on August 13th and correspond to R$ 0.80 per
share. Dividends will be paid at R$ 0.91 per share, based on the
total shares held on November 3rd.

- Metalurgica Gerdau S.A. (GOAU) shares moved financial
resources of R$ 1.4 billion at the Bolsa de Valores de Sao Paulo
(Bovespa) from January through September and presented an
increase of 292.3% over the same period in 2003. There were
43,749 trades, with 25.2 million shares traded, which surpassed
by 209.4% and 206.8%, respectively, the numbers for the first
nine months of the previous year. Preferred shares in the period
appreciated 91.9% and the daily average financial volume traded
reached R$ 6.9 million.

In the third quarter, Metalurgica Gerdau S.A. had a net profit
of R$ 512.3 million (R$ 6.21 per share), 45.0% greater than the
R$ 353.3 million of the second quarter. Year-to-date, net profit
reached R$ 1.0 billion (R$ 12.52 per share), 189.2% greater than
that of the same period in 2003.

On September 30th, shareholders' equity was R$ 2.8 billion,
equivalent to R$ 33.82 per share.


Gerdau S.A.

- Gerdau S.A. will be paying a total amount of R$ 292.2 million
as interest on capital stock and dividends for the third quarter
on November 17th. Interest on capital stock will be paid based
on the shares held on August 13th and correspond to R$ 0.46 per
share. Dividends, at a ratio of R$ 0.53 per share, will be paid
based on shares held on November 3rd.

- At the Sao Paulo Stock Exchange, Gerdau S.A. (GGBR) shares
moved R$ 4.3 billion in the first nine months of 2004, 167.1%
more than in the same period in 2003. There were 141,064 trades,
which surpassed by 101.4% the numbers of the same period in the
previous year. The number of shares traded in the period also
presented an important increase. Trades involved 90.9 million
shares, 96.1% more than in the first nine months of 2003.
Preferred shares appreciated 61.2%, and the daily trading
average reached R$ 21.8 million.

- Gerdau S.A. (GGB) ADRs traded at the New York Stock Exchange
(NYSE) moved US$ 801.1 million from January through September
this year, 368.6% more than in the same months in 2003. Shares
traded in the period reached a total of 49.7 million, 235.9%
more than the number of shares traded in the first nine months
of the previous year. The daily trading average reached US$ 4.3
million in the nine months of 2004.


Through September this year there were 280.1 thousand preferred
shares of Gerdau S.A. (XGGB) traded at the Madrid Stock Exchange
(Latibex), which moved ? 3.7 million.

- Gerdau S.A. had a net profit of R$ 1.1 billion (R$ 3.63 per
share), 44.2% greater than the R$ 742.8 million reached in the
second quarter. Net profit in nine months was R$ 2.2 billion (R$
7.44 per share), 223.3% greater than in the nine months 2003 pro
forma.

- Shareholders' equity at September 30th reached the mark of R$
5.8 billion, equivalent to R$ 19.91 per share.

Gerdau Acominas S.A.

- Gross revenue at Gerdau Acominas in the third quarter was R$
3.6 billion, 8.6% greater than that of the second quarter. Net
revenues reached R$ 2.8 billion, presenting an increase of 7.1%.
From January through September, gross revenues reached R$ 9.5
billion, and net revenues R$ 7.3 billion, 42.2% and 36.4%,
respectively, greater than the pro forma statement of the first
nine months of 2003.

- Gross margin in the third quarter was 45.3%, compared to 43.5%
in the second. This margin improved due to the larger sales
volume in the Brazilian domestic market in which the product mix
is better. The first nine months of 2004 saw gross margin
reaching the mark of 42.5% compared to 38.5% in the same period
in 2003, based on the pro forma statement.

- EBITDA (operating cash generation) reached R$ 1.1 billion in
the third quarter, 5.7% greater than the months of April through
June this year. EBITDA margin reached 39.1% in the third quarter
compared to 39.6% in the second. Through September, EBITDA
reached R$ 2.7 billion, and the margin was 37.0%.

- As a result of the favorable outcome of a judicial process
regarding the improper collection of PIS at our subsidiary
Gerdau Acominas, based on decrees-law (Decretos-Lei) #s 2.445/88
and 2.449/88, Gerdau has been able to account for a net tax
effect of R$ 63.7 million in the Other Operating Income line.

- Provisions for income tax and social contribution in the third
quarter were impacted by the accrual of fiscal credits resulting
from fiscal losses of the past in a total of R$ 137.5 million.
This amount reflects the fiscal credits' re-calculation based on
the realization of current profitability.

- From July through September, the Company presented a net
profit of R$ 1.0 billion (R$ 6.42 per share), 93.3% greater than
the second quarter. The first nine months of this year saw a net
profit of R$ 1.9 billion, 79.0% greater than the pro forma for
the same period in 2003.

- Shareholders' equity at the end of September totaled R$ 4.6
billion, equivalent to a net worth of R$ 28.83 per share.

Gerdau Ameristeel Corporation

- In the first nine months of 2004 there were 41.4 million
Gerdau Ameristeel (GNA.TO) shares traded at the Toronto Stock
Exchange. These shares moved Cdn$ 218.5 million in the period
and presented an appreciation of 32.2%.

According to Brazilian accounting rules, net revenues reached R$
2.2 billion in the third quarter of 2004, 12.4% less than in the
second quarter. Although revenues generated in North America by
the North American units have increased by 10.1%, this amount,
when expressed in Brazilian reais, reflects the appreciation of
the Brazilian currency vis-a-vis the US dollar in the period.
From January through September, net revenue was R$ 6.8 billion,
67.0% greater than the nine months of 2003.

- The stoppages scheduled for certain units and the increase in
production costs above the prices for steel products caused a
reduction in the gross margin of the third quarter. It declined
to 23.3% compared to 25.0% in the previous quarter. In nine
months, gross margin was 19.9% compared to 4.3% in the same
period in 2003.

- EBITDA (operational cash generation), also adjusted to
Brazilian accounting rules, reached R$ 508.2 million in the
third quarter of the current year. This was 17.2% lower than
that of the second quarter. EBITDA margin, for the same reasons
explained above, fell to 22.6% in the quarter, compared to 23.9%
in the immediately preceding three months. Year-to-date, EBITDA
was R$ 1.3 billion, and margin was 19.4% (4.1% in 2003).

- Net profit in the quarter reached R$ 380.8 million compared to
R$ 332.0 million in the second quarter. Net profit through
September was R$ 775.4 million.

(Note: Data presented according to Brazilian Corporate Law)

To view financial statements in US GAAP:
http://bankrupt.com/misc/Gerdau3Q04.pdf

CONTACT: Gerdau S.A.
         Avenida Farrapos 1811
         Porto Alerge, RS 90220-005
         Brazil
         Phone: +55 3323 2000
         Web Site: http://www.gerdau.com.br


NET SERVICOS: Executes Commitment Letters for Creditors
-------------------------------------------------------
Net Servicos de Comunicacao S.A. (Nasdaq:NETC; Bovespa:PLIM4)
(Bovespa:PLIM3) (Latibex:XNET), the largest Pay-TV multi-service
operator in Latin America, and an important provider of bi-
directional broadband Internet access (Virtua), announces the
following relevant notice:

1.  As previously announced in the relevant notices issued on
06/27/2004, 06/30/2004 and 07/16/2004, the Company disclosed the
execution of (i) commitment letters between the Company and its
creditors representing approximately 70% of its financial debt,
reflecting the terms and conditions of NET's capital
restructuring plan (the "Plan"); and (ii) the agreement between
Globo Comunicacoes e Participacoes S.A. ("Globopar") and
Telefonos de Mexico, S.A. de C.V. ("Telmex"), whereby Telmex
would acquire a stake in NET ("Sale Agreement").

2.  As reflected in the Plan, the Company could implement either
a public offering of shares or a private offering of shares, at
a price no lower than R$0.35 per share. The cash proceeds would
be used to fund the cash component applicable to participant
creditors under the Plan.

3.  As reflected in the Sale Agreement, the Company would pursue
a public offering of shares. In such offering Globopar would
acquire all voting shares at a price of R$0.35 per share,
excluding any shares acquired by other shareholders who exercise
their preemptive rights. Additionally, Telmex would make an
offer to purchase all preferred shares at a price of R$0.35 per
share.

4.  The Board of Directors approved, as determined in a previous
meeting held in accordance to the current shareholders
agreement, as a result of BNDES Participacoes S.A.
("Bndespar")'s vote, to implement the capital increase through a
private offering of shares, as a substitute for the public
offering of shares previously announced. The Board decision does
not constitute an amendment to the Plan, which already
contemplated such alternative. The total amount of shares issued
will not be modified and it will be equal to 1.825.021.996
shares, being 745.147.153 common shares and 1.079.874.843
preferred shares at a fixed price of R$0,35 per shares. This
price is supported by the valuation made by Boucinhas & Campos
Soteconti Auditores Independentes finalized in September 2004,
to comply with Brazilian Law No. 6,404/76, article 170, first
paragraph. The proceeds obtained from the offering of shares
will be used to: (i) fund the cash payment of creditors that
participate in the Plan; and/or (ii) restore the cash of the
Company and/or repay any bridge loan used to conclude the Plan.

5.  The private offering of shares is still subject to the
completion of the existing pre-conditions under the Plan and
under the Sale Agreement. Thus, any issue of shares will only be
effective after the verification of all existing pre-conditions.

6.  Shareholders will have preemptive rights to subscribe for
shares reflecting their outstanding ownership. Any unsubscribed
preferred shares after the applicable subscription period will
be sold in a tender offer at the stock exchange for the benefit
of the Company. The Company will not accept reserves for the
subscription of any unsubscribed shares. The starting date to
exercise the preemptive right as well as the cutoff date used to
determine the shareholder base entitled to the preemptive rights
will be announced through "Aviso aos Acionistas" after the
verification of all existing pre-conditions. From the
announcement date of "Aviso aos Acionistas" shareholders will
have 30 days to exercise their preemptive rights, as defined in
Law No. 6,404/76, article 171, fourth paragraph.

7. Globopar and Telmex have amended the Sale Agreement to
reflect the capital increase through a private offering of
shares. Globopar informed that it will: (i) subscribe to the
total amount of common shares, excluding any shares acquired by
other shareholders who exercise their preemptive rights; and
(ii) transfer its preemptive rights under the preferred shares
to Telmex. Globopar also informed the Company that it will make
the best efforts to subscribe for the shares as soon as possible
after the verification of all existing pre-conditions.

8. The proceeds from the sale of common and preferred shares to
Globo and Telmex, which shall occur just after the subscription,
will be used to pay-down debt as part of the Plan. From this
moment on, the Company may, at its discretion and in order to
fund the cash component under the Plan: (i) use, on a temporary
basis, up to R$120 million of its own cash and; (2) to the
extent convenient and necessary, raise a bridge loan to conclude
the Plan. Accordingly, if the Company considers adequate the
decision to anticipate the conclusion of the Plan and obtains
enough resources to fund the minimum payment to creditors, NET
could opt to conclude the restructuring at any time after the
beginning of the private offering of shares.

9. After the end of the preemptive period, any unsubscribed
preferred shares will be sold in a tender offer at the stock
exchange, according to Brazilian securities law. If the tender
offer price s R$0.35 per share, the proceeds will be used to:
(i) restore the cash of the Company and/or repay any bridge loan
used to conclude restructuring, if applicable; or (ii) conclude
the restructuring if the previous option has not occurred. If
the tender offer price is greater than R$0.35 per share, 80% of
the difference between the effective tender offer price and
R$0.35 per share will be used to repay part of remaining debt.
Telmex committed to make an offer to purchase all unsubscribed
preferred shares at a minimum price of R$0.35 per share.

CONTACT: Net Servicos de Comunicacao S.A.
         Investor Relations
         Mr. Marcio Minoru or Mr. Rodrigo Alves
         Phone: 55-11-5186-2811
         E-mail: ri@netservicos.com.br



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

EMCALI: To Open $9M Telephony Tender Process in Two Weeks
---------------------------------------------------------
Colombia's Empresas Municipales de Cali (Emcali) will launch
within two weeks a US$9-million tender to provide data and video
services to its telephony users next year, reports Business News
Americas.

The Cali-based multi-utility Company will call for bids from
companies that are capable of providing equipment needed to
deploy this multi-service network.

Emcali has capacity for 800,000 lines and more than 540,000
active clients in Cali to whom it would offer these new
services.

"In the future, voice will no longer be the main area in this
business, but just another service. Nowadays, telecommunications
infrastructure must offer Internet, voice and TV services as
minimum requirements. After that, we would see interactive
gaming, video and telecommuting," said Emcali telecommunications
planning director Joaquin Pablo Collazos.

Emcali plans to invest COP42 billion (US$16.4mn) next year to
upgrade the wireless technology used to cover outlying areas of
the city and to expand its Internet service, which currently has
a client base of 7,000 subscribers.



=====================
E L   S A L V A D O R
=====================

BANCO CUSCATLAN: S&P Affirms Counterparty Credit, CD Ratings
------------------------------------------------------------
Standard & Poor's Rating Services affirmed its 'BB/B'
counterparty credit and CD ratings on Banco Cuscatlan S.A. The
outlook is stable.

"The ratings affirmations are based on the bank's strong market
position in El Salvador, its good profitability, and the
increasing recognition of the Cuscatlan brand in the region,"
said Standard & Poor's credit analyst Leonardo Bravo. These
positive factors are balanced by limited economic growth
prospects for El Salvador and the loan portfolio, and the
current strong competitive environment, which is putting
pressure on earnings.

Banco Cuscatlan has maintained its market position as the
second-largest bank in El Salvador, holding 24% of the system's
deposits. Growth has been slow in El Salvador, though, and this
has resulted in lower-than-usual growth rates for the bank.
Prospects have improved in the medium term, in part by the
smooth entry of a new government. Nevertheless, El Salvador's
economy is small and concentrated in few sectors. The banking
business is well developed and to a certain extent it is mature.
Therefore, banks' growth is based on strong competition via
lowering prices, which is putting pressure on the system's
profitability. Banco Cuscatlan has taken a different strategy
and is trying to sustain prices via diversifying sources of
revenues and increasing products. Like other players in the
system, Cuscatlan is placing great emphasis on greater growth in
the retail segment, which should offset downward pressure on
margins.

The outlook reflects Standard & Poor's opinion that the bank's
strategies and adequate operations should maintain profitability
at good levels in a stable economic environment. An economic
downturn or the continuation of low growing prospects of the
Salvadorian economy, however, could affect the bank's overall
performance, putting pressure on the ratings. Ratings could go
up if there is a strong development in economic conditions,
along with a sustainable improvement in asset quality (including
restructured loans and repossessed assets) and profitability,
and if capital ratios are higher than those of its closest
peers.

PRIMARY CREDIT ANALYSTS:

    Ursula M Wilhelm, Mexico City
    Tel: (52) 55-5081-4407
    E-mail: ursula_wilhelm@standardandpoors.com

    Leonardo Bravo, Mexico City
    E-mail: leonardo_bravo@standardandpoors.com



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

NII HOLDINGS: Nextel Mexico Inks Credit Agreement
-------------------------------------------------
On October 27, 2004, Nextel Mexico, our Mexican subsidiary,
entered into a Credit Agreement dated as of October 27, 2004 by
and among Nextel Mexico, as borrower, the banks named therein as
Lenders, Citibank, N.A., as administrative agent, Citigroup
Global Markets, Inc., as bookrunner and joint lead arranger, and
Scotiabank Inverlat, S.A., as bookrunner, joint lead arranger
and syndication agent. The Credit Agreement provides for the
ability of Nextel Mexico to borrow, and the corresponding
commitment of the Lenders to lend, up to $250.0 million, which
must be funded within 180 days. Nextel Mexico will pay a
commitment fee with respect to that portion of the balance that
it has not borrowed until the termination of the 180-day period.
The obligations of Nextel Mexico under the Credit Agreement are
guaranteed by all of its material operating subsidiaries.

Funds under the Credit Agreement, which will be unsecured, are
available to Nextel Mexico in three tranches, as follows:

- $129.0 million in U.S. dollars, with a floating interest rate
based on LIBOR;

- $90.0 million in Mexican pesos, at an interest rate fixed at
the time of funding; and

- $31.0 million in Mexican pesos, with a floating interest rate
based on the Mexican reference rate, TIIE.

Funding, however, is conditioned upon certain events relating to
the previously reported restatements of financial statements
that will reflect corrections relating to bookkeeping errors
that we identified in two liability accounts at Nextel Mexico.
In particular, the Credit Agreement requires that, prior to any
funding, our chief financial officer has provided an unqualified
certification with respect to the representations and warranties
in the Credit Agreement, including a copy of updated financial
statements of Nextel Mexico, as restated for the above
corrections, for the year ended December 31, 2003 and the
quarters ended March 31, 2004 and June 30, 2004.

The Credit Agreement also requires that, prior to any funding,
we have restated and filed with the Securities and Exchange
Commission the financial statements contained in our annual
report on Form 10-K for the year ended December 31, 2003 and our
quarterly reports on Form 10-Q for the periods ended March 31,
2004 and June 30, 2004. We will also have to have filed our
quarterly report on Form 10-Q for the period ended September 30,
2004.

The Credit Agreement contains certain restrictive covenants of
Nextel Mexico, including a minimum net worth, a minimum debt-to-
operating income before depreciation and amortization ratio and
an interest coverage ratio. The Credit Agreement also contains
certain restrictions on transactions, payments and loans between
Nextel Mexico and NII Holdings, Inc. and our subsidiaries.
Nextel Mexico was in compliance with all of these covenants as
of the filing of this report.

We are not a guarantor or otherwise a party to the Credit
Agreement.

CONTACT: NII Holdings, Inc.
         10700 Parkridge Blvd.
         Suite 600
         Reston, VA 20191
         USA
         Phone: 703-390-5100
         Website: http://www.nextelinternational.com


SATMEX: Misses Another Debt Payment
-----------------------------------
Mexican satellite firm Satmex has defaulted on a US$320-million
debt payment, its second major default this year on a debt
obligation, reports Business News Americas.

Satmex has been courting new investors to inject capital into
the Company to keep it from going under. But to the Company's
dismay, one of the potential investors, Carlyle Group, dropped
out of the running, leaving only the Constellation Group.

Constellation has offered US$300-400 million to restructure part
of Satmex's debt. The Company has been trying to restructure all
of its US$700 million debt for months.

Last month, the Company's Satmex 5 satellite experienced a
technical malfunction that interrupted service to millions of
customers. The satellite represents nearly two-thirds of the
Company's annual revenues. The planned Satmex 6 communications
satellite has not been able to launch due to technical and
financing problems.

Satmex's options include having Mexico's communications and
transport ministry SCT step in and take over the Company or it
could lose its concession to operate.



                            ***********


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

Troubled Company Reporter - Latin America is a daily newsletter
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Copyright 2004.  All rights reserved.  ISSN 1529-2746.

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