UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  SCHEDULE 13D

                   Under the Securities Exchange Act of 1934


                      Metromedia International Group, Inc.
                   -----------------------------------------
                                (Name of Issuer)

                          Common Stock, $.01 par value
                         ------------------------------
                         (Title of Class of Securities)

                                    591689104
                                 --------------
                                 (CUSIP Number)

                              Martin D. Sklar, Esq.
                     Kleinberg, Kaplan, Wolff & Cohen, P.C.
                   551 Fifth Avenue, New York, New York 10176
                              Tel: (212) 986-6000
                                -----------------
          (Name, Address and Telephone Number of Person Authorized to
                      Receive Notices and Communications)

                                October 5 , 2006
                               ------------------
            (Date of Event which Requires Filing of this Statement)

If the filing person has previously  filed a statement on Schedule 13G to report
the  acquisition  that is the subject of this  Schedule  13D, and is filing this
schedule because of ss.ss. 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box |_|.



                                  SCHEDULE 13D
CUSIP No   591689104

1     NAME OF REPORTING PERSON
      I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

            Esopus Creek Value LP

2     CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP   (a) |X|   (b) |_|

3     SEC USE ONLY

4     SOURCE OF FUNDS

            WC

5     CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
      ITEMS 2(d) or 2(e)     |_|

6     CITIZENSHIP OR PLACE OF ORGANIZATION

            Delaware

NUMBER          7       SOLE VOTING POWER
OF                              0
SHARES
BENEFI-         8       SHARED VOTING POWER
CIALLY                      2,530,000
OWNED
BY EACH         9       SOLE DISPOSITIVE POWER
REPORTING                       0
PERSON
WITH           10       SHARED DISPOSITIVE POWER
                            2,530,000

11    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

            2,530,000

12    CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_|

13    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

            2.7%

14    TYPE OF REPORTING PERSON

            PN



1     NAME OF REPORTING PERSON
      I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

            Esopus Creek Advisors LLC

2     CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP   (a) |X|   (b) |_|

3     SEC USE ONLY

4     SOURCE OF FUNDS

            AF

5     CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
      ITEMS 2(d) or 2(e)     |_|

6     CITIZENSHIP OR PLACE OF ORGANIZATION

            Delaware

NUMBER          7       SOLE VOTING POWER
OF                              0
SHARES
BENEFI-         8       SHARED VOTING POWER
CIALLY                      2,530,000
OWNED
BY EACH         9       SOLE DISPOSITIVE POWER
REPORTING                       0
PERSON
WITH           10       SHARED DISPOSITIVE POWER
                            2,530,000

11    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

            2,530,000

12    CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_|

13    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

            2.7%

14    TYPE OF REPORTING PERSON

            OO



1     NAME OF REPORTING PERSON
      I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

            Andrew L. Sole

2     CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP   (a) |X|   (b) |_|

3     SEC USE ONLY

4     SOURCE OF FUNDS

            AF

5     CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
      ITEMS 2(d) or 2(e)     |_|

6     CITIZENSHIP OR PLACE OF ORGANIZATION

            United States

NUMBER          7       SOLE VOTING POWER
OF                              0
SHARES
BENEFI-         8       SHARED VOTING POWER
CIALLY                      2,530,000
OWNED
BY EACH         9       SOLE DISPOSITIVE POWER
REPORTING                       0
PERSON
WITH           10       SHARED DISPOSITIVE POWER
                            2,530,000

11    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

            2,530,000

12    CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_|

13    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

            2.7%

14    TYPE OF REPORTING PERSON

            IN




1     NAME OF REPORTING PERSON
      I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

            Joseph S. Criscione

2     CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP   (a) |X|   (b) |_|

3     SEC USE ONLY

4     SOURCE OF FUNDS

            AF

5     CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
      ITEMS 2(d) or 2(e)     |_|

6     CITIZENSHIP OR PLACE OF ORGANIZATION

            United States

NUMBER          7       SOLE VOTING POWER
OF                              0
SHARES
BENEFI-         8       SHARED VOTING POWER
CIALLY                      2,530,000
OWNED
BY EACH         9       SOLE DISPOSITIVE POWER
REPORTING                       0
PERSON
WITH           10       SHARED DISPOSITIVE POWER
                            2,530,000

11    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

            2,530,000

12    CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_|

13    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

            2.7%

14    TYPE OF REPORTING PERSON

            IN



1     NAME OF REPORTING PERSON
      I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

            Cadence Investment Management, LLC

2     CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP   (a) |X|   (b) |_|

3     SEC USE ONLY

4     SOURCE OF FUNDS

            AF

5     CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
      ITEMS 2(d) or 2(e)     |_|

6     CITIZENSHIP OR PLACE OF ORGANIZATION

            Delaware

NUMBER          7       SOLE VOTING POWER
OF                              0
SHARES
BENEFI-         8       SHARED VOTING POWER
CIALLY                      2,363,442
OWNED
BY EACH         9       SOLE DISPOSITIVE POWER
REPORTING                       0
PERSON
WITH           10       SHARED DISPOSITIVE POWER
                            2,363,442

11    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

            2,363,442

12    CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_|

13    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

            2.5%

14    TYPE OF REPORTING PERSON

            IA



1     NAME OF REPORTING PERSON
      I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

            Cadence Master, Ltd.

2     CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP   (a) |X|   (b) |_|

3     SEC USE ONLY

4     SOURCE OF FUNDS

            WC

5     CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
      ITEMS 2(d) or 2(e)     |_|

6     CITIZENSHIP OR PLACE OF ORGANIZATION

            British Virgin Islands

NUMBER          7       SOLE VOTING POWER
OF                              0
SHARES
BENEFI-         8       SHARED VOTING POWER
CIALLY                      551,031
OWNED
BY EACH         9       SOLE DISPOSITIVE POWER
REPORTING                       0
PERSON
WITH           10       SHARED DISPOSITIVE POWER
                            551,031

11    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

            551,031

12    CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_|

13    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

            0.6%

14    TYPE OF REPORTING PERSON

            IA



1     NAME OF REPORTING PERSON
      I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

            Philip R. Broenniman

2     CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP   (a) |X|   (b) |_|

3     SEC USE ONLY

4     SOURCE OF FUNDS

            AF

5     CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
      ITEMS 2(d) or 2(e)     |_|

6     CITIZENSHIP OR PLACE OF ORGANIZATION

            United States

NUMBER          7       SOLE VOTING POWER
OF                          155,000
SHARES
BENEFI-         8       SHARED VOTING POWER
CIALLY                      2,363,442
OWNED
BY EACH         9       SOLE DISPOSITIVE POWER
REPORTING                   155,000
PERSON
WITH           10       SHARED DISPOSITIVE POWER
                            2,363,442

11    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

            2,515,442

12    CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_|

13    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

            2.7%

14    TYPE OF REPORTING PERSON

            IN



1     NAME OF REPORTING PERSON
      I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

            Mellon HBV Alternative Strategies LLC

2     CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP   (a) |X|   (b) |_|

3     SEC USE ONLY

4     SOURCE OF FUNDS

            WC

5     CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
      ITEMS 2(d) or 2(e)     |_|

6     CITIZENSHIP OR PLACE OF ORGANIZATION

            Delaware

NUMBER          7       SOLE VOTING POWER
OF                          0
SHARES
BENEFI-         8       SHARED VOTING POWER
CIALLY                      7,907,610
OWNED
BY EACH         9       SOLE DISPOSITIVE POWER
REPORTING                   0
PERSON
WITH           10       SHARED DISPOSITIVE POWER
                            7,907,610

11    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

            7,907,610

12    CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_|

13    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

            8.4%

14    TYPE OF REPORTING PERSON

            IA



1     NAME OF REPORTING PERSON
      I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

            Mellon HBV Company, Ltd.

2     CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP   (a) |X|   (b) |_|

3     SEC USE ONLY

4     SOURCE OF FUNDS

            OO

5     CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
      ITEMS 2(d) or 2(e)     |_|

6     CITIZENSHIP OR PLACE OF ORGANIZATION

            Cayman Islands

NUMBER          7       SOLE VOTING POWER
OF                          0
SHARES
BENEFI-         8       SHARED VOTING POWER
CIALLY                      7,907,610
OWNED
BY EACH         9       SOLE DISPOSITIVE POWER
REPORTING                   0
PERSON
WITH           10       SHARED DISPOSITIVE POWER
                            7,907,610

11    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

            7,907,610

12    CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_|

13    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

            8.4%

14    TYPE OF REPORTING PERSON

            CO



1     NAME OF REPORTING PERSON
      I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

            D.E. Shaw Laminar Portfolios, L.L.C.

2     CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP   (a) |X|   (b) |_|

3     SEC USE ONLY

4     SOURCE OF FUNDS

            WC

5     CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
      ITEMS 2(d) or 2(e)     |_|

6     CITIZENSHIP OR PLACE OF ORGANIZATION

            Delaware

NUMBER          7       SOLE VOTING POWER
OF                          0
SHARES
BENEFI-         8       SHARED VOTING POWER
CIALLY                      6,813,000
OWNED
BY EACH         9       SOLE DISPOSITIVE POWER
REPORTING                   0
PERSON
WITH           10       SHARED DISPOSITIVE POWER
                            6,813,000

11    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

            6,813,000

12    CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_|

13    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

            7.2%

14    TYPE OF REPORTING PERSON

            OO


1     NAME OF REPORTING PERSON
      I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

            D.E. Shaw & Co., L.P.

2     CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP   (a) |_|   (b) |_|

3     SEC USE ONLY

4     SOURCE OF FUNDS

            WC

5     CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
      ITEMS 2(d) or 2(e)     |_|

6     CITIZENSHIP OR PLACE OF ORGANIZATION

            Delaware

NUMBER          7       SOLE VOTING POWER
OF                          0
SHARES
BENEFI-         8       SHARED VOTING POWER
CIALLY                      6,813,000
OWNED
BY EACH         9       SOLE DISPOSITIVE POWER
REPORTING                   0
PERSON
WITH           10       SHARED DISPOSITIVE POWER
                            6,813,000

11    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

            6,813,000

12    CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_|

13    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

            7.2%

14    TYPE OF REPORTING PERSON

            IA, PN



1     NAME OF REPORTING PERSON
      I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

            D.E. Shaw & Co., L.L.C.

2     CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP   (a) |_|   (b) |_|

3     SEC USE ONLY

4     SOURCE OF FUNDS

            WC

5     CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
      ITEMS 2(d) or 2(e)     |_|

6     CITIZENSHIP OR PLACE OF ORGANIZATION

            Delaware

NUMBER          7       SOLE VOTING POWER
OF                          0
SHARES
BENEFI-         8       SHARED VOTING POWER
CIALLY                      6,813,000
OWNED
BY EACH         9       SOLE DISPOSITIVE POWER
REPORTING                   0
PERSON
WITH           10       SHARED DISPOSITIVE POWER
                            6,813,000

11    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

            6,813,000

12    CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_|

13    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

            7.2%

14    TYPE OF REPORTING PERSON

            OO



1     NAME OF REPORTING PERSON
      I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

            David  E. Shaw

2     CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP   (a) |_|   (b) |_|

3     SEC USE ONLY

4     SOURCE OF FUNDS

            AF

5     CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
      ITEMS 2(d) or 2(e)     |_|

6     CITIZENSHIP OR PLACE OF ORGANIZATION

            United States

NUMBER          7       SOLE VOTING POWER
OF                          0
SHARES
BENEFI-         8       SHARED VOTING POWER
CIALLY                      6,813,000
OWNED
BY EACH         9       SOLE DISPOSITIVE POWER
REPORTING                   0
PERSON
WITH           10       SHARED DISPOSITIVE POWER
                            6,813,000

11    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

            6,813,000

12    CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_|

13    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

            7.2%

14    TYPE OF REPORTING PERSON

            IN



     This  Schedule  13D shall be deemed to be an  amendment of the Schedule 13D
filed by the Mellon HBV Reporting Persons (as defined below) on January 5, 2005,
as  amended,  and a  conversion  of the  Schedule  13G  filed by the D. E.  Shaw
Reporting Persons (as defined below) on June 9, 2005, as amended.

Item 1.  Security and Issuer

This statement on Schedule 13D relates to the common stock,  par value $0.01 per
share (the "Common Stock"), of Metromedia  International Group, Inc., a Delaware
corporation ("Issuer"). The principal executive offices of Issuer are located at
8000 Tower Point Drive, Charlotte, North Carolina 28227.

Item 2.  Identity and Background

         (a). NAME

The names of the persons filing this statement on Schedule 13D are:

         (i) The "Esopus Reporting Persons:"

             -  Esopus Creek Value LP ("Esopus Fund")
             -  Esopus Creek Advisors LLC ("Esopus Advisors")
             -  Andew L. Sole ("Mr. Sole")
             -  Joseph S. Criscione ("Mr. Criscione")

        (ii) The "Cadence Reporting Persons:"

             -  Cadence Investment Management, LLC ("Cadence Investment
                  Management")
             -  Cadence Master, Ltd. ("Cadence Master")
             -  Philip R. Broenniman ("Mr. Broenniman")

       (iii) The "Mellon HBV Reporting Persons:"

             -  Mellon HBV Alternative Strategies LLC ("Mellon Adviser")
             -  Mellon HBV Company, Ltd. ("Mellon Limited")

     This Schedule 13D is also being filed by the Mellon HBV  Reporting  Persons
on behalf of Mellon  HBV  Master  Multi-Strategy  Fund  L.P.,  Mellon HBV Master
Leveraged  Multi-Strategy Fund L.P. and Mellon HBV Master U.S. Event Driven Fund
L.P. (the three funds identified in this sentence shall collectively be referred
to as the  "Mellon  Funds").  The  directors  and  executive  officers of Mellon
Adviser and Mellon Limited are set forth on Appendix III attached hereto.

        (iv) The "D.E. Shaw Reporting Persons:"

             -  D. E. Shaw Laminar Portfolios, L.L.C. ("Laminar")
             -  D. E. Shaw & Co., L.P. ("DESCO LP")
             -  D. E. Shaw & Co., L.L.C. ("DESCO LLC")
             -  David E. Shaw

     The Esopus Reporting Persons, the Cadence Reporting Persons, the Mellon HBV
Reporting  Persons and the D. E. Shaw Reporting  Persons shall  collectively  be
referred  to as the  "Reporting  Persons."  Each  of the  Reporting  Persons  is
responsible for the completeness and accuracy of the information  concerning him
or it contained herein, but is not responsible for the completeness and accuracy
of the  information  concerning  the others,  except to the extent that he or it
knows or has reason to believe that such information is inaccurate.



         (b). RESIDENCE OR BUSINESS ADDRESS

     (i) The principal business address for each of the Esopus Reporting Persons
is 500 Fifth Avenue, Suite 2620, New York, New York 10110.

     (ii)  The  principal  business  address  for  each  of  Cadence  Investment
Management  and Mr.  Broenniman is 800 Third Avenue,  10th Floor,  New York, New
York  10022.  The  principal  business  address of  Cadence  Master is c/o Bison
Financial  Services  Limited,  Bison Court,  P.O. Box 3460, Road Town,  Tortola,
British Virgin Islands.

     (iii) The principal  business address of each of the MHBV Reporting Persons
is c/o Mellon HBV Alternative  Strategies LLC, 200 Park Avenue,  54th floor, New
York, New York 10166.

     (iv) The principal address and principal office, as applicable, for each of
the D. E. Shaw Reporting Persons is 120 West Forty-Fifth Street, Floor 39, Tower
45, New York, New York 10036.

         (c). PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT AND THE NAME, PRINCIPAL
BUSINESS AND ADDRESS OF ANY CORPORATION OR OTHER ORGANIZATION IN WHICH SUCH
EMPLOYMENT IS CONDUCTED

     (i)  Esopus  Fund is a private  investment  fund that  invests on behalf of
institutions and high net worth  individuals.  The principal  business of Esopus
Advisors  is to serve as the  general  partner  of Esopus  Fund.  The  principal
business of each of Mr. Sole and Mr.  Criscione is to serve as a managing member
of Esopus  Advisors  and as  portfolio  managers  to the  Esopus  Fund and other
affiliated entities.

     (ii) The principal  business of each of Cadence  Investment  Management and
Mr. Broenniman is providing  investment  management services to investment funds
and other accounts under its or his management.  Cadence  Investment  Management
serves as the investment  manager to Cadence  Master,  which is a British Virgin
Islands  international  business  company  and an  investment  fund  principally
engaged in the  business  of  investing  in  securities,  as well as to separate
managed accounts.  Philip R. Broenniman serves as the managing member of Cadence
Investment Partners, LLC and Cadence Investment Management.

     (iii)  Mellon  Adviser  is  a  registered   investment  adviser  under  the
Investment  Advisers  Act of  1940.  Mellon  Limited  is a wholly  owned  direct
subsidiary of Mellon Adviser. Each Mellon Fund is a limited partnership which is
exempt from registration as an investment  company under the Investment  Company
Act of 1940.  Mellon Limited is the general partner of each Mellon Fund.  Voting
and dispositive power over the securities  reported herein as beneficially owned
is exercised by Mellon Adviser as investment adviser to the Mellon Funds.

     (iv) The  principal  business  of  Laminar  is that of a limited  liability
company   focusing   primarily   on   credit-opportunities-related    investment
strategies.  Laminar  does not have any  executive  officers or  directors.  The
principal  business  of DESCO LP is to act as an  investment  adviser to certain
funds, including,  without limitation,  Laminar. The principal business of DESCO
LLC  is  to  act  as  managing  member  to  certain  funds,  including,  without
limitation,  Laminar.  D. E. Shaw & Co.,  Inc., a Delaware  corporation  ("DESCO
Inc."),  is the  general  partner  of DESCO  LP. D. E. Shaw & Co.  II,  Inc.,  a
Delaware  corporation  ("DESCO II, Inc."),  is the managing member of DESCO LLC.
David E. Shaw is the president and sole  shareholder of DESCO Inc. and DESCO II,
Inc.

         (d), (e).  CRIMINAL CONVICTIONS; CIVIL PROCEEDINGS

During  the last  five  years,  none of the  Reporting  Persons  have:  (i) been
convicted in a criminal  proceeding  (excluding  traffic  violations  or similar
misdemeanors)  or (ii)  been a party  to a civil  proceeding  of a  judicial  or
administrative body of competent jurisdiction and as a result of such proceeding
was or is  subject  to a  judgment,  decree  or  final  order  enjoining  future
violations or prohibiting activities subject to federal or state securities laws
or finding any violation of such laws.




         (f). CITIZENSHIP

     (i) Esopus Fund is a Delaware  limited  Partnership.  Esopus  Advisors is a
Delaware  limited  liability  company.  Each of Mr. Sole and Mr.  Criscione is a
citizen of the United States.

     (ii) Cadence Investment Management is a Delaware limited liability company.
Cadence Master is a British Virgin Islands company.  Mr. Broenniman is a citizen
of the United States.

     (iii)  Mellon  Adviser  is a Delaware  limited  liability  company.  Mellon
Limited is a Cayman Islands company.

     (iv)  Laminar  is a  Delaware  limited  liability  company.  DESCO  LP is a
Delaware limited partnership. DESCO LLC is a Delaware limited liability company.
David E. Shaw is a citizen of the United States.


Item 3.  Source and Amount of Funds or Other Consideration

     (a) Esopus  Fund spent  approximately  $3,747,711  to acquire its shares of
Common  Stock.  The funds  used to  purchase  the  shares of Common  Stock  were
obtained from a combination  of the general  working  capital of the Esopus Fund
and margin account borrowings made in the ordinary course of business,  although
Esopus  Fund  cannot  determine  whether any funds  allocated  to  purchase  the
Issuer's Common Stock were obtained from any margin account borrowings.

     (b) Funds for the purchase of the shares of Common Stock reported herein by
Cadence  Investment  Management  were derived from available  capital of Cadence
Master and the accounts managed by Cadence Investment Management, and a total of
approximately  $3,214,281 was paid to acquire such shares.  Philip R. Broenniman
paid  approximately  $12,400  from his  personal  funds to acquire the shares of
Common Stock he holds personally.

     (c) The Mellon HBV  Reporting  Persons used funds from the working  capital
for  purposes of effecting  the  transactions  reported  herein.  The  aggregate
purchase  price paid by the Mellon HBV  Reporting  Persons  for their  shares of
Common Stock was approximately $8,987,159.

     (d) In acquiring its shares of Common Stock, Laminar expended approximately
$6,614,243 (excluding commissions) of its working capital.


Item 4.  Purpose of Transaction

     By Letter to the Issuer dated  October 5, 2006,  Esopus Fund  nominated the
following  persons for election to the Issuer's Board of Directors at the annual
meeting of the Issuer's  shareholders  scheduled to be held on December 15, 2006
(the "2006 Annual Meeting"): (1) Andrew L. Sole, Esq., (2) Philip R. Broenniman,
(3) William F.  "Mickey"  Harley III, (4) Jerry  Marcus and (5) Goara  Gabriella
Volshteyn (the "Nominees").

     By  Letter to the  Issuer  dated  October  6,  2006,  Esopus  proposed  two
shareholder resolutions (the "Proposals"), one amending the by-laws to require a
majority  shareholder  vote with respect to certain merger and asset sales,  and
the second resolution to specifically  require a majority  shareholder vote with
respect to the proposed sale transaction (the "Proposed  Transaction") involving
Istithmar PJSC,  Salford Georgia and Emergent Telecom Ventures Limited described
in the Corporation's Form 8-K filed with the Securities and Exchange  Commission
on October 2, 2006.  The Reporting  Persons  oppose the Proposed  Transaction as
currently formulated.

     Each of the Reporting Persons acquired the Common Stock  beneficially owned
by each in the  ordinary  course of its, his or her, as  applicable,  securities
trading  activities.  On October 5, 2006, the Reporting  Persons  entered into a



verbal,  non-binding  agreement  to support the election of the Nominees and the
adoption of the Proposals at the 2006 Annual  Meeting,  and they agreed to share
the related costs.  The Reporting  Persons have not yet determined  whether they
will  engage  in a proxy  solicitation  but  reserve  the  right  to do so.  The
Reporting  Persons also reserve the right to continue to acquire  and/or dispose
of  securities of the Issuer,  to commence  litigation  against the Issuer,  its
directors  and/or its officers,  to recommend to management  alternatives to the
Proposed  Transaction,  and to take any other appropriate actions in furtherance
of the  election  of the  Nominees,  the  adoption  of the  Proposals,  and  the
opposition of the Reporting Persons to the Proposed Transaction.

     The Issuer has  expanded  the size of its Board of  Directors by one member
and  appointed  William F.  Harley  III,  one of the  Nominees,  to the Board of
Directors  as a Class I Director of the Issuer with a term  expiring at the 2006
Annual Meeting.

Item 5.  Interest in Securities of the Issuer

     (a). (i) The Esopus Reporting Persons  beneficially own 2,530,000 shares of
Common Stock, representing 2.7% of the outstanding shares of Common Stock.

     (ii) The Cadence  Reporting  Persons  beneficially  own 2,363,442 shares of
Common Stock,  representing 2.5% of the outstanding  shares of Common Stock. Mr.
Broenniman   directly  owns  an  additional   155,000  shares  of  Common  Stock
representing 0.2% of the outstanding shares of Common Stock.  Collectively,  the
Cadence  Reporting  Persons  beneficially  own 2,518,442  shares of Common Stock
representing 2.7% of the outstanding shares of Common Stock.

     (iii) The Mellon HBV Reporting  Persons  beneficially owns 7,907,610 shares
of Common Stock, representing 8.4% of the outstanding shares of Common Stock.

     (iv) The D. E. Shaw Reporting Persons  beneficially own 6,813,000 shares of
Common Stock, representing 7.2% of the outstanding shares of Common Stock.

     The Reporting  Persons may be deemed to be members of a "group"  within the
meaning of Section  13(d)(3) of the Securities  Exchange Act of 1934, as amended
(the "Act").  As such, the group may be deemed to beneficially own (as that term
is  defined  in Rule  13d-3  under the Act) all of the  shares  of Common  Stock
beneficially owned by the other Reporting Persons.  Collectively,  the Reporting
Persons  beneficially own 19,769,052,  representing  21.0% of all the issued and
outstanding shares of Common Stock.

     (b). (i) Mr.  Broenniman  who has the sole power to vote or direct the vote
or to dispose or direct the  disposition  of the 155,000  share of Common  Stock
that he owns directly.

     (ii)  Mellon  Adviser  has the sole  power to vote or direct the vote or to
dispose or direct the disposition of the 7,907,610 share of Common Stock that is
owned by the Mellon HBV Reporting Persons.

     (iii) The Esopus  Reporting  Persons  share the power to vote and to direct
the vote and the power to dispose and to direct the disposition of the 2,530,000
shares of Common Stock held by Esopus Fund.

     (iv) The D. E. Shaw Reporting Persons share the power to vote and to direct
the vote and the power to dispose and to direct the disposition of the 6,813,000
shares of Common Stock beneficially owned by the D. E. Shaw Reporting Persons.

     DESCO LP, as  Laminar's  investment  adviser,  and DESCO LLC, as  Laminar's
managing  member,  may be deemed to have the shared  power to vote or direct the
vote of (and the  shared  power to dispose  or direct  the  disposition  of) the
6,813,000 shares of Common Stock  beneficially owned by the D. E. Shaw Reporting
Persons.  As managing  member of DESCO LLC, DESCO II, Inc. may be deemed to have
the  shared  power to vote or to  direct  the vote of (and the  shared  power to



dispose or direct  the  disposition  of) the  6,813,000  shares of Common  Stock
beneficially  owned by the D. E. Shaw Reporting  Persons.  As general partner of
DESCO LP,  DESCO,  Inc.  may be deemed  to have the  shared  power to vote or to
direct  the vote of (and the shared  power to dispose or direct the  disposition
of) the 6,813,000  shares of Common Stock  beneficially  owned by the D. E. Shaw
Reporting Persons.  None of DESCO LP, DESCO LLC, DESCO, Inc., or DESCO II, Inc.,
owns any shares of Common  Stock of the  Issuer  directly  and each such  entity
disclaims   beneficial  ownership  of  the  6,813,000  shares  of  Common  Stock
beneficially owned by the D. E. Shaw Reporting Persons.  In addition,  DESCO LP,
DESCO LLC, DESCO, Inc., and DESCO II, Inc. each disclaims  beneficial  ownership
of the  19,769,052  shares of Common Stock  beneficially  owned by the Reporting
Persons.

     David E. Shaw does not own any shares of Common Stock  directly.  By virtue
of David E. Shaw's  position as president and sole  shareholder of DESCO,  Inc.,
which is the  general  partner  of DESCO LP,  and by  virtue of David E.  Shaw's
position as  president  and sole  shareholder  of DESCO II,  Inc.,  which is the
managing  member of DESCO  LLC,  David E. Shaw may be deemed to have the  shared
power to vote or direct the vote of (and the  shared  power to dispose or direct
the disposition of) the 6,813,000 shares of Common Stock owned by the D. E. Shaw
Reporting Persons and, therefore, David E. Shaw may be deemed to be the indirect
beneficial owner of such shares. David E. Shaw disclaims beneficial ownership of
the  6,813,000  shares  of  Common  Stock  beneficially  owned by the D. E. Shaw
Reporting Persons. In addition,  David E. Shaw disclaims beneficial ownership of
the  19,769,052  shares  of Common  Stock  beneficially  owned by the  Reporting
Persons.

     Notwithstanding  items  (b)(i) to  (b)(iv)  of this  Item 5, the  Reporting
Persons have agreed verbally on a non-binding  basis to support the Nominees and
the Proposals.

     (c). A list of the  transactions  in the  Issuer's  Common  Stock that were
effected  by the  Reporting  Persons  during the past sixty days is  attached as
Appendix I.

     (d). No person other than the Reporting  Persons and the  investment  funds
and accounts under their management is known to have the right to receive or the
power to direct the receipt of dividends from, or the proceeds from the sale of,
the Shares.

     (e). N/A

Item 6.  Contracts, Arrangements, Understandings or Relationships with
         Respect to Securities of the Issuer

See Item 4 regarding the verbal, non-binding agreement of the Reporting Persons.

Item 7.  Material to Be Filed as Exhibits

The following documents are filed as exhibits:

Appendix I: List of the transactions in the Issuer's Common Stock that were
effected by the Reporting Persons during the past sixty days.

Appendix II: Joint Filing Agreement.

Appendix III: Executive Officers and Directors of Mellon Advisers and
              Mellon Fund.

Appendix IV: Powers of Attorney



                                   Signature

After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.

Dated:  October 10, 2006

                                ESOPUS CREEK VALUE LP
                                By: Esopus Creek Advisors LLC,
                                     as General Partner


                                       By: /s/ Andrew L. Sole
                                           --------------------------------
                                           Andrew L. Sole, Managing Member


                                ESOPUS CREEK ADVISORS LLC

                                By: /s/ Andrew L. Sole
                                    --------------------------------
                                    Andrew L. Sole, Managing Member


                                /s/ Andrew L. Sole
                                --------------------------------
                                Andrew L. Sole


                                /s/ Joseph S. Criscione
                                --------------------------------
                                Joseph S. Criscione


                                CADENCE INVESTMENT MANAGEMENT, LLC


                                By: /s/ Philip R. Broenniman
                                    -------------------------------------
                                    Philip R. Broenniman, Managing Member


                                CADENCE MASTER, LTD.


                                By: /s/ Philip R. Broenniman
                                    -------------------------------------
                                    Philip R. Broenniman, Director


                                /s/ Philip R. Broenniman
                                -----------------------------------------
                                Philip R. Broenniman



                                MELLON HBV ALTERNATIVE STRATEGIES LLC


                                By: /s/ William F. Harley III
                                    -------------------------------------
                                    William F. Harley III,
                                    Chief Investment Officer


                                MELLON HBV COMPANY, LTD.


                                By: /s/ William F. Harley III
                                    -------------------------------------
                                    William F. Harley III, Director


                                D.E. SHAW LAMINAR PORTFOLIOS, L.L.C.
                                BY: D.E. SHAW & CO., L.L.C.,
                                        as managing member

                                    By:/s/ Julius Gaudio
                                       ----------------------------------
                                        Name:  Julius Gaudio
                                        Title:  Managing Director


                                D.E. SHAW & CO., L.P.


                                By: /s/ Julius Gaudio
                                    ----------------------------------
                                     Name:  Julius Gaudio
                                     Title:  Managing Director


                                D.E. SHAW & CO., L.L.C.


                                By: /s/ Julius Gaudio
                                    ----------------------------------
                                     Name:  Julius Gaudio
                                     Title:  Managing Director

                                DAVID E. SHAW


                                By: /s/ Julius Gaudio
                                    ----------------------------------
                                     Name:  Julius Gaudio
                                     Title:  Attorney-in-Fact for David E. Shaw



                                   APPENDIX I
                TRANSACTIONS EFFECTED DURING THE PAST SIXTY DAYS

    Transactions Effected by Esopus Creek Value LP

        Date of         Amount of       Price per share    Where and how the
        transaction     securities      or unit            transaction
                        Bought/(Sold)   (excluding         was effected
                                         commissions)
        --------------------------------------------------------------------
        10/02/2006      790,000         $1.5893            U.S. OTC Market
        10/03/2006      590,000         $1.5946            U.S. OTC Market


    Transactions Effected by Cadence Investment Management LLC

        Date of         Amount of       Price per share    Where and how the
        transaction     securities      or unit            transaction
                        Bought/(Sold)   (excluding         was effected
                                         commissions)
        --------------------------------------------------------------------

        08/07/2006        24             $1.68          U.S. OTC Market
        08/07/2006        76             $1.68          U.S. OTC Market
        09/25/2006        11,689         $1.59          U.S. OTC Market
        09/25/2006        35,711         $1.59          U.S. OTC Market
        09/26/2006        19,432         $1.60          U.S. OTC Market
        09/26/2006        59,368         $1.60          U.S. OTC Market
        09/29/2006        24,660         $1.75          U.S. OTC Market
        09/29/2006        75,340         $1.75          U.S. OTC Market


    Transactions Effected by Philip R. Broenniman

       Date of         Amount of       Price per share    Where and how the
       transaction     securities      or unit            transaction
                       Bought/(Sold)   (excluding         was effected
                                        commissions)
       --------------------------------------------------------------------

        08/07/2006        (9,800)        $1.6849        U.S. OTC Market
        08/08/2006       (17,160)        $1.6700        U.S. OTC Market


    Transactions Effected by Mellon HBV Alternative Services LLC

       Date of         Amount of       Price per share    Where and how the
       transaction     securities      or unit            transaction
                       Bought/(Sold)   (excluding         was effected
                                        commissions)
       --------------------------------------------------------------------

        10/02/2006       (12,500)        $1.5840        U.S. OTC Market
        10/02/2006       (31,300)        $1.5415        U.S. OTC Market
        10/03/2006       (40,000)        $1.6428        U.S. OTC Market
        10/03/2006      (145,811)        $1.6683        U.S. OTC Market


    Transactions Effected by D. E. Shaw Laminar Portfolios, L.L.C.

       Date of         Amount of       Price per share    Where and how the
       transaction     securities      or unit            transaction
                       Bought/(Sold)   (excluding         was effected
                                        commissions)
       --------------------------------------------------------------------


        10/03/2006       159,000        $1.556289       U.S. OTC Market




                                  APPENDIX II
                             JOINT FILING AGREEMENT

The undersigned  hereby agree that the statement on Schedule 13D with respect to
the common stock of Metromedia International Group, Inc. dated as of October 10,
2006 is, and any further  amendments  thereto signed by each of the  undersigned
shall  be,  filed  on  behalf  of each  of the  undersigned  pursuant  to and in
accordance with the provisions of Rule 13d-1(k)(1) under the Securities Exchange
Act of 1934, as amended.

Dated: October 10, 2006

                                ESOPUS CREEK VALUE LP
                                By: Esopus Creek Advisors LLC,
                                     as General Partner


                                       By: /s/ Andrew L. Sole
                                           --------------------------------
                                           Andrew L. Sole, Managing Member


                                ESOPUS CREEK ADVISORS LLC

                                By: /s/ Andrew L. Sole
                                    --------------------------------
                                    Andrew L. Sole, Managing Member


                                /s/ Andrew L. Sole
                                --------------------------------
                                Andrew L. Sole


                                /s/ Joseph S. Criscione
                                --------------------------------
                                Joseph S. Criscione


                                CADENCE INVESTMENT MANAGEMENT, LLC


                                By: /s/ Philip R. Broenniman
                                    -------------------------------------
                                    Philip R. Broenniman, Managing Member


                                CADENCE MASTER, LTD.


                                By: /s/ Philip R. Broenniman
                                    -------------------------------------
                                    Philip R. Broenniman, Director


                                /s/ Philip R. Broenniman
                                -----------------------------------------
                                Philip R. Broenniman



                                MELLON HBV ALTERNATIVE STRATEGIES LLC


                                By: /s/ William F. Harley III
                                    -------------------------------------
                                    William F. Harley III,
                                    Chief Investment Officer


                                MELLON HBV COMPANY, LTD.


                                By: /s/ William F. Harley III
                                    -------------------------------------
                                    William F. Harley III, Director


                                D.E. SHAW LAMINAR PORTFOLIOS, L.L.C.
                                BY: D.E. SHAW & CO., L.L.C.,
                                        as managing member

                                    By:/s/ Julius Gaudio
                                       ----------------------------------
                                        Name:  Julius Gaudio
                                        Title:  Managing Director


                                D.E. SHAW & CO., L.P.


                                By: /s/ Julius Gaudio
                                    ----------------------------------
                                     Name:  Julius Gaudio
                                     Title:  Managing Director


                                D.E. SHAW & CO., L.L.C.


                                By: /s/ Julius Gaudio
                                    ----------------------------------
                                     Name:  Julius Gaudio
                                     Title:  Managing Director

                                DAVID E. SHAW


                                By: /s/ Julius Gaudio
                                    ----------------------------------
                                     Name:  Julius Gaudio
                                     Title:  Attorney-in-Fact for David E. Shaw



                                  APPENDIX III

                     Mellon HBV Alternative Strategies LLC


     The following table sets forth the name,  title,  principal  occupation and
citizenship  of  each  of the  executive  officers  of  Mellon  HBV  Alternative
Strategies  LLC. In each case,  the principal  occupation is  represented by the
person's title.

                               Executive Officers

        Name            Title                                   Citizenship
-----------------------------------------------------------------------------
William F. Harley III   President, Chief Executive              United States
                        Officer and Chief Investment Officer

Patrick Brennan         Chief Administrative Officer            United States

William Yip             Chief Financial Officer,                United States
                        Treasurer and Secretary

Douglas Squasoni        Assistant Secretary                     United States

Janice Hayles           Chief Compliance Officer                United States


                                   Directors

     The  following  table sets forth the name,  mailing  address  (business  or
residence),  present principal  occupation or employment and citizenship of each
of the directors of HBV Alternative Strategies LLC.

Name            Principal Occupation          Address         Citizenship
-----------------------------------------------------------------------------
Philip Maisano  Chairman of the Mellon HBV    c/o Mellon HBV    United States
                Alternative Strategies LLC      Alternative Strategies LLC
                Board of Directors and head   200 Park Avenue, 54th floor
                of Alternative Investments    New York, New York 10166
                for Mellon Asset Management

William F.      President, Chief Executive    c/o Mellon HBV    United States
 Harley III     Officer and Chief Investment    Alternative Strategies LLC
                Officer of Mellon HBV Alter-  200 Park Avenue, 54th floor
                native Strategies LLC and     New York, New York 10166
                HBV Company, Ltd.

Name            Principal Occupation          Address         Citizenship
-----------------------------------------------------------------------------
Patrick Brennan Chief Administrative Officer  c/o Mellon HBV    United States
                of Mellon HBV Alternative       Alternative Strategies LLC
                Strategies LLC and            200 Park Avenue, 54th floor
                HBV Company, Ltd.             New York, New York 10166

Scott Wennerholm Chief Operating Officer      c/o Mellon HBV    United States
                 of Mellon Asset Management     Alternative Strategies LLC
                                              200 Park Avenue, 54th floor
                                              New York, New York 10166

John Nagorniak   Retired.                     c/o Mellon HBV    United States
                                                Alternative Strategies LLC
                                              200 Park Avenue, 54th floor
                                              New York, New York 10166




                            Mellon HBV Company, Ltd.

     The following table sets forth the name,  title,  principal  occupation and
citizenship  of each of the  executive  officers of Mellon HBV Company,  Ltd. In
each case, the principal occupation is represented by the person's title.

                               Executive Officers
        Name            Title                                   Citizenship
-----------------------------------------------------------------------------
William F. Harley III   President, Chief Executive              United States
                        Officer and Chief Investment Officer

Patrick Brennan         Chief Administrative Officer            United States

William Yip             Chief Financial Officer,                United States
                        Treasurer and Secretary

Douglas Squasoni        Assistant Secretary                     United States


                                   Directors

     The  following  table sets forth the name,  mailing  address  (business  or
residence),  present principal  occupation or employment and citizenship of each
of the directors of Mellon HBV Company, Ltd.

Name            Principal Occupation          Address         Citizenship
-----------------------------------------------------------------------------
Philip Maisano  Chairman of the Mellon HBV    c/o Mellon HBV    United States
                Alternative Strategies LLC      Alternative Strategies LLC
                Board of Directors and head   200 Park Avenue, 54th floor
                of Alternative Investments    New York, New York 10166
                for Mellon Asset Management

William F.      President, Chief Executive    c/o Mellon HBV    United States
 Harley III     Officer and Chief Investment    Alternative Strategies LLC
                Officer of Mellon HBV Alter-  200 Park Avenue, 54th floor
                native Strategies LLC and     New York, New York 10166
                HBV Company, Ltd.

Name            Principal Occupation          Address         Citizenship
-----------------------------------------------------------------------------
Patrick Brennan Chief Administrative Officer  c/o Mellon HBV    United States
                of Mellon HBV Alternative       Alternative Strategies LLC
                Strategies LLC and            200 Park Avenue, 54th floor
                HBV Company, Ltd.             New York, New York 10166

Scott Wennerholm Chief Operating Officer      c/o Mellon HBV    United States
                 of Mellon Asset Management     Alternative Strategies LLC
                                              200 Park Avenue, 54th floor
                                              New York, New York 10166

John Nagorniak   Retired.                     c/o Mellon HBV    United States
                                                Alternative Strategies LLC
                                              200 Park Avenue, 54th floor
                                              New York, New York 10166



                                  APPENDIX IV

                               POWER OF ATTORNEY
                              FOR CERTAIN FILINGS
                   UNDER THE SECURITIES EXCHANGE ACT OF 1934


I, David E. Shaw, hereby make, constitute and appoint each of:


        Anne Dinning,

        Julius Gaudio,

        Lou Salkind,

        Stuart Steckler, and

        Eric Wepsic,

acting  individually,  as my agent  and  attorney-in-fact,  with  full  power of
substitution, for the purpose of, from time to time, executing in my name and/or
my capacity as President of D. E. Shaw & Co., Inc.  (acting for itself or as the
general  partner of D. E. Shaw & Co.,  L. P. and  general  partner  or  managing
member of other  entities,  any which in turn may be acting  for itself or other
entities) all documents,  certificates,  instruments,  statement, other filings,
and amendments to the forgoing  (collectively,  "documents")  determined by such
person to be necessary or appropriate to comply with ownership or control-person
reporting  requirements  imposed  by any  United  States  or  non-United  States
governmental or regulatory  authority,  including without limitation Forms 3, 4,
5, 13D,  13F,  and 13G  required to be filed with the  Securities  and  Exchange
Commission;  and  delivering,  furnishing or filing any such  documents with the
appropriate  governmental or regulatory authority.  Any such determination shall
be  conclusively  evidenced by such person's  execution,  delivery,  furnishing,
and/or filing of the applicable document.

This power of  attorney  shall be valid from the date  hereof and  replaces  the
power granted on February 5, 2001, which is hereby cancelled.

IN WITNESS  HEREOF,  I have  executed  this  instrument as of the date set forth
below.

Date: February 24, 2004

DAVID E. SHAW, as President of
D. E. Shaw & Co., Inc.
/s/David E. Shaw
New York, New York



                               POWER OF ATTORNEY
                              FOR CERTAIN FILINGS
                   UNDER THE SECURITIES EXCHANGE ACT OF 1934


I, David E. Shaw, hereby make, constitute and appoint each of:

        Anne Dinning,

        Julius Gaudio,

        Lou Salkind,

        Stuart Steckler, and

        Eric Wepsic,

acting  individually,  as my agent  and  attorney-in-fact,  with  full  power of
substitution, for the purpose of, from time to time, executing in my name and/or
my capacity as President of D. E. Shaw & Co. II, Inc.  (acting for itself and as
the managing member of D. E. Shaw & Co., L.L.C., which in turn may be acting for
itself  or  as  the  managing   member  of  other   companies)   all  documents,
certificates,  instruments,  statement,  other  filings  and  amendments  to the
forgoing  (collectively,  "documents") determined by such person to be necessary
or appropriate to comply with ownership or control-person reporting requirements
imposed by any United States or  non-United  States  governmental  or regulatory
authority, including without limitation Forms 3, 4, 5, 13D, 13F and 13G required
to be  filed  with the  Securities  and  Exchange  Commission;  and  delivering,
furnishing or filing any such documents  with the  appropriate  governmental  or
regulatory authority.  Any such determination shall be conclusively evidenced by
such person's  execution and  delivery,  furnishing or filing of the  applicable
document.

This power of  attorney  shall be valid from the date  hereof and  replaces  the
power granted on February 5, 2001, which is hereby cancelled.

IN WITNESS  HEREOF,  I have  executed  this  instrument as of the date set forth
below.

Date:  February 24, 2004

DAVID E. SHAW, as President of
D. E. Shaw & Co. II, Inc.
/s/David E. Shaw
New York, New York