##### 



Exhibit 12.4

Offering Circular

|      |  |                                 |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|----- |  | ------------------------------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|5.0   |  | Issuance Description            |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|      |  |                                 |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|5.1   |  | Issuance Agreement              |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|      |  |                                 |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|5.1.1 |  | Appropriate Authority:          |  | Board of Directors of Distribucion y Servicio D&S S.A.                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|      |  |                                 |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|5.1.2 |  | Date:                           |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|      |  |                                 |  | The registration of the trade bill
line and the issuance of the negotiable
instruments with charges to the same were
authorized through an agreement by the
Board of Directors of the Company which
was reached at session number two
hundred and three dated twenty seventh of
august in the year two thousand and two,
and confirmed by means of agreement
reached by the Board of Directors of the
Company adopted during session number
two hundred and six, dated November
thirteenth in the year two thousand and
two.
|      |  |                                 |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|5.1.3 |  | Public Instrument of Statement: |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             

The public instrument of statement required by numeral three dot one
letter B dot six of section V of the General Regulation number thirty was issued
dated sixteenth of October in the year two thousand and two, by means of public
instruments issued dated twenty fifth of October in the year two thousand and
two, and thirteenth of November in the year two thousand and two respectively,
all at the Notary of Santiago of Mr. Jose Musalem Saffie.

|        |  |                                         |  |                                                                                
|------- |  | --------------------------------------- |  | -------------------------------------------------------------------------------
|5.2     |  | General Specifications of the Issuance: |  |                                                                                
|        |  |                                         |  |                                                                                
|5.2.1   |  | Maximum Amount of Issuance:             |  | 2.150.000 unidades de fomento (UFs)                                            
|        |  |                                         |  |                                                                                
|5.2.1.1 |  | Fixed Line:                             |  | Line.                                                                          
|        |  |                                         |  |                                                                                
|5.2.1.2 |  | Expiry Date of Line:                    |  | 10 years as of the registration date of
the line in the Registry of Securities.
|        |  |                                         |  |                                                                                
|5.2.2   |  | Type of document:                       |  | Promissory Note.                                                               
|        |  |                                         |  |                                                                                
|5.2.3   |  | Bearer/ To the order /Nominative:       |  | To the bearer.                                                                 
|        |  |                                         |  |                                                                                
|5.3     |  | Specific Features of the Issuance:      |  |                                                                                
|        |  |                                         |  |                                                                                
|5.3.1   |  | Amount of Issuance to be Placed:        |  | To be defined.                                                                 
|        |  |                                         |  |                                                                                
|5.3.2   |  | Series:                                 |  | To be defined.                                                                 





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|        |  |                                        |  |                                                                                    
|------- |  | -------------------------------------- |  | -----------------------------------------------------------------------------------
|5.3.3   |  | Currency:                              |  | Non indexed Pesos.                                                                 
|        |  |                                        |  |                                                                                    
|5.3.4   |  | Amount of Negotiable Instrument:       |  | To be defined.                                                                     
|        |  |                                        |  |                                                                                    
|5.3.5   |  | Cuts:                                  |  | To be defined.                                                                     
|        |  |                                        |  |                                                                                    
|5.3.6   |  | Date of Expiry:                        |  | To be defined.                                                                     
|        |  |                                        |  |                                                                                    
|5.3.7   |  | Indexed:                               |  | Not considered.                                                                    
|        |  |                                        |  |                                                                                    
|5.3.8   |  | Interest Rate:                         |  | To be defined.                                                                     
|        |  |                                        |  |                                                                                    
|5.3.9   |  | Date of Extraordinary Amortization:    |  | Not considered.                                                                    
|        |  |                                        |  |                                                                                    
|5.4     |  | Other Features of the Issuance:        |  |                                                                                    
|        |  |                                        |  |                                                                                    
|5.4.1   |  | Extraordinary Amortization:            |  | Not considered.                                                                    
|        |  |                                        |  |                                                                                    
|5.4.2   |  | Extension of Documents:                |  | Not considered.                                                                    
|        |  |                                        |  |                                                                                    
|5.4.3   |  | Specific Guarantees:                   |  | This issuance of negotiable instruments
is carried out without specific
guarantees.
|        |  |                                        |  |                                                                                    
|5.4.3.1 |  | Type of Guarantees:                    |  | Not applicable.                                                                    
|        |  |                                        |  |                                                                                    
|5.4.3.2 |  | Approximate Value of Guarantees:       |  | Not applicable.                                                                    
|        |  |                                        |  |                                                                                    
|5.4.4   |  | Replacement of Exchange of Securities: |  |                                                                                    

The misplacement, theft or robbery, loss, destruction or make a security
unusable will be of exclusive risk of the holder, while D&S is released from
any and all responsibility. The Company shall only have the obligation to
supply a duplicate of the respective Security or coupon, in replacement of the
original executed, if such is ordered by a final court judgment that has not
been appealed, passed by an ordinary court which specifies the date and the
number of the corresponding security, and prior to complying with procedures
and established practices that are mentioned as follows:



| | a) |  | The misplacement, loss or partial or total destruction of a security, or
to make a security unusable, will be the exclusive responsibility of its
holder. He shall comply with the procedures set for such purpose in the
ninth paragraph of section II of law number eighteen thousand ninety two
about Drafts and Promissory Notes, and also, to carry out the following
actions:
| | -- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |                                                                                                                                                                                
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | One)                                                                                                                                                                           
|
| | To communicate in writing to the Paying Bank, to the Company, to the DCV and
the Stock Exchange, about the misplacement, destruction, loss or making the
corresponding security





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| |                                                                                                                                                                                                                                                                                                                                                  
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | unusable, all of such with the purpose of preventing
that such document be negotiated in any transaction.                                                                                                                                                                                                                                        
|
| | Two)                                                                                                                                                                                                                                                                                                                                             
|
| | To publish three notices in El Mercurio newspaper of Santiago. In the event
such newspaper is suspended, the required publications of the mentioned
notices must be made in the Diario Oficial newspaper, whereby such notices
advise the public that a duplicate of the security will be issued once all
legal procedures are complied with, and
|
| | Three)                                                                                                                                                                                                                                                                                                                                           
|
| | To establish a guarantee in favor of and to the entire satisfaction of the
Company, for a total amount expressed in Unidades de Fomento (UF) equal to
the amount of the security whose duplicate has been requested, whose
effective term is five years as of the expiration date of the replaced
security;                                      



| | b) |  | If a security is damaged, whereby its basic indications are not unusable
nor destroyed, D&S could issue a duplicate, prior publication made in El
Mercurio of Santiago newspaper by the interested party, or in the case such
newspaper has been suspended such publication shall be made in El Diario
Oficial, where the public shall be informed that the original security is
annulled. In this case, the requesting party shall deliver to the Company
the unusable security, prior to receiving a duplicate copy. D&S reserves the
right to also demand for a guarantee to be established in favor of and to
the entire satisfaction of the Company, for an amount expressed in Unidades
de Fomento (UF) equal to the amount of the security whose duplicate copy has
been requested, whose effective term is five years as of the date the
replaced security expires;
| | -- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | c) |  | In all the cases that the preceding letters a) and b) make reference to,
a record will be made in the duplicate security that all the corresponding
procedures have been met;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|
| | d) |  | All the costs related to the procedures mentioned previously,
including, in an unlimited manner, all the required publications, the fees
for advisors that assisted those who required the replacement or exchange of
the security, and the cost that implies the issuance of a replacing
security, shall be charged to the requesting party.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              



|5.5   |  | Protection Rules for Holders:   
|----- |  | --------------------------------
|     
|5.5.1 |  | Coefficient and/or Ratio limits:

This issuance imposes the following special restrictions on the company
while the trade bill line that is part of this prospectus is in force.

Debt ratio less than one coma two times, defined as the ratio between
current liabilities that accrues interests /net worth, measured and calculated
quarterly based on the Consolidated Financial Statement, presented in the
format and by the date mentioned for the uniform coded statistical card. A
liability that accrues interest is defined according to the uniform coded
statistical card, as the sum of accounts five dot twenty one dot ten dot ten,
five dot twenty one dot ten dot twenty, five dot twenty one dot ten dot thirty,
five dot twenty one dot ten dot forty, five dot twenty one dot ten
dot fifty,
five dot twenty two dot ten dot zero zero and five dot twenty two dot twenty
dot zero zero. Net





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worth is defined as the sum of the Minority Interest
 uniform coded statistical account card five dot twenty three dot zero zero dot
zero zero plus the net worth  uniform coded statistical account card five dot
twenty four dot zero zero dot zero zero;

Minimum coverage of financial expenses of three coma five times (operating
results plus depreciation/financial expenses), measured and calculated quarterly
for the period of four consecutive quarters prior to the calculation date,
based on the Consolidated Financial Statements presented in the format and by
the date mentioned in the uniform coded statistical card. Operating results
corresponds, according to the uniform coded statistical card, to the account
five dot thirty one dot eleven dot zero zero, depreciation to the account five
dot fifty dot thirty dot zero five and financial expenses to the account five
dot thirty one dot twelve dot sixty.



|5.5.2 |  | Liabilities, Limitations and Prohibitions:
|----- |  | ------------------------------------------

The Company will treat equally all holders of promissory notes issued
with charge to this bill trade line. Also, as the law allows it, the Company
binds itself that in the following cases, each and all of holders of the
promissory notes issued with charges to this trade bill line, will have at
their discretion the authority, and not the obligation to demand for the
advance payment of the capital of the promissory notes that they hold and the
interests accrued to the date of payment, plus any other amount whose payment
may correspond, as if it were a payment overdue:

a) Should D&S fall into default or a simple delay in the payment of
capital or interests of any promissory note issued with charges to this trade
bill line, and such is not corrected within thirty days as of the date such non
compliance took place;

b) Should the Company fall into default for the payment of liabilities of
monies, directly or indirectly, in favor of third parties, for a total
accumulated amount greater than the equivalent to five percent of its total
assets according to its last consolidated financial statement (line number five
dot ten dot zero zero dot zero ze:ro of the Companys uniform coded statistical
card), and such is not corrected within thirty days as of the date such default
takes place, however, with the understanding that the Company is not in default
of a liability if the source, amount, opportunity or any other aspect of the
same is in dispute or legally challenged by D&S, a condition that in any case,
should be endorsed by the auditors;

c) The non compliance of any liability mentioned in the preceding item
five dot five dot one, or if the Company or any of its affiliates shall fall
into insolvency, as long as the previous conditions are not corrected within
thirty days as of the date the Board of Directors of D&S has been made aware of
the same;

d) If any statement made by the company in any of the instruments that are
issued or subscribed as a result of information commitments that are taken in
this instrument, were or turned out to be incomplete or maliciously false;

e) If any other D&S creditor collects legitimately from it the total
amount of a credit whose cause is an operation of money credit, in virtue of
having exercised the right to advance its expiration date due the Companys
default, due to a cause that is considered in the respective contract, however,
with the exception of the cases where the amount of the money credit operation
collected in advance does not exceed the equivalent to five percent of D&S
total assets according to its last consolidated financial statements (line
number five dot ten dot zero zero dot zero zero of the Companys uniform coded
statistic card), and, in any case, as long as the previous condition is not





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corrected within thirty days as of the date when the respective creditor
notified D&S about its intent to exercise the right to collect in advance the
respective amount owed; and

f) If the Company were disincorporated or liquidated, or if its duration
period were reduced to a period that expires at a date prior to the expiration
date of the last issuance of promissory notes issued with charges to this line
of trade bill. The Company binds itself to notify the SVS about any and all
constituent events of any of the previously mentioned events or conditions
mentioned in the preceding item five dot five dot one and in letters a) to f)
of item five dot five dot two, as soon as the event takes place or are aware of
such taken place. In order to carry out the advance collection of promissory
notes based on the causes mentioned previously, the holders of such instruments
would be able to act individually or jointly, as the law allows it.



|5.5.3 |  | Maintenance, Substitution or Renewal of Assets:
|----- |  | -----------------------------------------------

The issuance does not impose special restrictions on the Company related to the
maintenance, substitution or renewal of its assets.



|5.5.4 |  | Equal Treatment of Holders:
|----- |  | ---------------------------

The Company will treat equally all holders of the promissory notes issued with
charges to this trade bill line.



|5.5.5 |  | Complementary Control Right:
|----- |  | ----------------------------

This issuance does not impose any special restrictions on the Company in
reference to the complementary control right.



|5.5.6 |  | Effects of Mergers, Divisions or Others:
|----- |  | ----------------------------------------

This issuance does not impose any special restriction on the Company in
reference to the effects of mergers, divisions or any other form of corporate
structuring. However, the following is provided for in the event any of the
these take place:

a) Merger: In the event the Company merges with another company or with
other corporations, whether it be by creation or incorporation, the absorbing
company in such case, would take over each and all of the liabilities that this
prospectus imposes on the issuer;

b) Division: If a division of D&S were to take place, all the corporations that
would result from such division would be liable jointly and severally for all
the liabilities that are mentioned in this prospectus as a result of the
issuance of the trade bill, without detriment to the fact that among such an
agreement could be reached whereby the payment commitment for the trade bill
would be proportional to the net worth of the Company that is assigned to each
one of them, or by any other ratio;

c) Conversion: If the issuer shall convert its legal entity, it is agreed
that all liabilities as a result of this prospectus would be applicable to the
converted corporation,without any exceptions at all;





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d) Creation of affiliates: In the case: of affiliates being created, such
would not have any effect whatsoever on liabilities that are part of this
prospectus, except for those considerations which due to their own context are
applicable. In any case, the creation of affiliates could influence the rights
of the trade bill holders;

e) Disposal of Total Assets and Liabilities or basic Assets to related
individuals: In this case, D&S will ensure that the operation is carried out in
accordance to fair conditions similar to those, which usually prevail in the
market. All stores and distribution centers are considered to be the Companys
essential assets..



|6.0 |  | USE OF FUNDS
|--- |  | ------------

The funds collected as a result of the issuance of the trade bill that this
Prospectus makes reference to, will be assigned to the financing of the
Companys short term operations.



|7.0 |  | RISK RATING:
|--- |  | ------------

Feller Rate Clasificadora de Riesgo
Limitada: AA-/Level 1+
Fitch Chile Clasificadora de Riesgo Limitada: F1+, which corresponds to the
rating of Level 1 (N- l), which makes reference to article 88 of law 18.045

The financial statements used by both risk rating entities in order to
apply their respective rating are to the month of June in the year two thousand
and two.

|      |  |                                    |  |                                                                                                                                                                                                                                                                                                                                    
|----- |  | ---------------------------------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|8.0   |  | DESCRIPTION OF SELLING SECURITIES:
|      |  |                                    |  |                                                                                                                                                                                                                                                                                                                                    
|8.2   |  | Type of Sale:                      |  | Through intermediaries.                                                                                                                                                                                                                                                                                                            
|      |  |                                    |  |                                                                                                                                                                                                                                                                                                                                    
|8.2.1 |  | Selling Systems:                   |  | The selling is under the mode of best effort.
Direct and auctions sales in the stock markets
will be carried out.                                                                                                                                                                                                                  
|      |  |                                    |  |                                                                                                                                                                                                                                                                                                                                    
|8.2.2 |  | Sellers:                           |  | Larraín Vial S.A. Broker.                                                                                                                                                                                                                                                                                                          
|      |  |                                    |  |                                                                                                                                                                                                                                                                                                                                    
|8.2.3 |  | Selling term:                      |  | 10 years.                                                                                                                                                                                                                                                                                                                          
|      |  |                                    |  |                                                                                                                                                                                                                                                                                                                                    
|8.2.4 |  | Relationship with Sellers:         |  | Mr. Fernando
Larraín Cruzat is the current
director of Distribución y Servicio D&S S.A.
corporation, and he is also a director of Larraín
Vial S.A. corporation, the latter is owner of
99,99% of shares of Larraín Vial S.A. Broker,
who is the selling agent of the Negotiable
Instruments that this document makes
reference to.
|      |  |                                    |  |                                                                                                                                                                                                                                                                                                                                    
|8.2.5 |  | Selling Expenses:                  |  |                                                                                                                                                                                                                                                                                                                                    





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|       |  |                                                      |  |                                                                                                                                                                                                                                                                                                                                                                               
|------ |  | ---------------------------------------------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|8.2.6  |  | Mnemonic Code:                                       |  | To be defined.                                                                                                                                                                                                                                                                                                                                                                
|       |  |                                                      |  |                                                                                                                                                                                                                                                                                                                                                                               
|9.0    |  | INFORMATION TO THE HOLDERS OF NEGOTIABLE INSTRUMENTS
|       |  |                                                      |  |                                                                                                                                                                                                                                                                                                                                                                               
|9.1    |  | Place of Payment:                                    |  | At the offices of Banco de Chile, located in
Ahumada Street, number two hundred fifty
one, first floor, Santiago.                                                                                                                                                                                                                                                             
|       |  |                                                      |  |                                                                                                                                                                                                                                                                                                                                                                               
|9.2    |  | Place where Financial
Statements may be obtained:    |  | The last annual Financial Statement audited
and its respective reasoned analysis is
available at D&S offices, at the
Superintendence of Securities and Insurance, at
the Companys web site, www dot dys dot cl,
and at the offices of underwriter agents located
at El Bosque Norte Avenue number zero one
seven seven, third floor, in the commune of Las
Condes, Santiago.
|       |  |                                                      |  |                                                                                                                                                                                                                                                                                                                                                                               
|9.3    |  | Other information:                                   |  | It does not take into account.                                                                                                                                                                                                                                                                                                                                                
|       |  |                                                      |  |                                                                                                                                                                                                                                                                                                                                                                               
|10.0   |  | ADDITIONAL INFORMATION:                              |  |                                                                                                                                                                                                                                                                                                                                                                               
|       |  |                                                      |  |                                                                                                                                                                                                                                                                                                                                                                               
|10.1   |  | Certificate of Issuance Registration:                |  | Pending                                                                                                                                                                                                                                                                                                                                                                       
|       |  |                                                      |  |                                                                                                                                                                                                                                                                                                                                                                               
|10.1.1 |  | N of Registration :                                  |  | Pending                                                                                                                                                                                                                                                                                                                                                                       
|       |  |                                                      |  |                                                                                                                                                                                                                                                                                                                                                                               
|10.1.2 |  | Date:                                                |  | Pending                                                                                                                                                                                                                                                                                                                                                                       





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STATEMENT

In Santiago, Chile on the sixteenth of October in the year two thousand
and two, in my
presence, JOSE MUSALEM SAFFIE, principal Public Notary, of the Forty
Eighth Notary of
Santiago, exercising profession in this city, in Huerfanos Street number
seven hundred seventy,
third floor, in the commune of Santiago, appear Mr. NICOLÁS
CIRILO IBAÑEZ SCOTT,
Chilean, married, commercial engineer, whose national identification
number is five million seven
hundred thirty eight thousand one hundred and six dash six, as it will be
authenticated, from
DISTRIBUCIÓN Y SERVICIO D&S S.A.,a corporation dedicated to the working of
supermarkets, incorporated and duly established in accordance with the
laws of Republic of Chile,
whose tax identification number is ninety six million four hundred thirty
nine thousand dash two,
their address for this purpose being Eduardo Frei Montalva Avenue number
eight thousand three
hundred and one, in the commune of Quilicura, in the city of Santiago,
hereafter also called
D&S, who states that:

FIRST: Antecedents. One)On the thirteenth of September in the year two
thousand and
two, D&S made a request before the Superintendence of Securities and
Insurance from the
Republic of Chile, hereafter called SVS, for the registration of a trade
bill line in the Registry of
Securities of the SVS, for a total amount of up to two million one hundred
and fifty thousand
unidades defomentofor the whole aforesaid line, according to that which
set out in the seventeenth
section of law eighteen thousand forty five, a law of securities market,
hereafter also called the
Law. For the purpose of the previous and in compliance with that which
set forth in the law and
in the fifth section of general regulations number thirty of the SVS,
hereafter also called NCG
Thirty, together with the aforesaid registration request made by D&S
before the SVS, the
following antecedents: a)prospectus of registration request for the trade
bill line, prepared in
compliance with that which set out in annex number one of the fifth
section of NCG Thirty,
hereafter also called the Prospect, which consists of specifications of
the trade bill line whose
registry in the SVS Registry of Securities has been requested, and, b)
additional antecedents to the
mentioned request, consist of: i)a fax of securities to be used, ii)
copies of the minutes of D&S
Board of Directors session where the specifications of the issuance were
agreed and where
furthermore representatives that consist of the same were authorized to
issue and register securities,
certified by the general manager; iii)a certificate issued by the
corresponding printer where all
security standards to be used in the preparation of securities that will
be issued are indicated; and,
iv)a certificate issued by each of the two risk rating agencies that rated the
trade bill line. Two)On
the fourth of October in the year two thousand and two, the SVS
promulgated the general
regulation number one hundred and forty seven, hereafter also called the
NCG One Hundred and
Forty Seven, which amended the fifth section of the NCG Thirty in two
points with the scope that
consist of NCG One Hundred and Forty Seven. Three)On the occasion of the
promulgation of
NCG One Hundred and Forty Seven, NCG Thirty demands to this date, in its
new paragraph letter
b dot six of the numeral three dot one of the numeral three of the fifth
section of the NCG Thirty,
the presentation of a public instrument where the general manager of the
issuing corporation or who
ever the issuer appoints for such purpose, specially authorized for such
purpose, establishes the
specifications of the issuance, an instrument that should contain at least
the antecedents mentioned
in paragraph two, five and six of the respective issuance prospectus.
Four)For the purpose of this
instrument, every time any reference is made to the Company or to the
issuer in this document,
it shall be understood that such reference is made to D&S.

SECOND:By virtue of that which established in numeral three of the
preceding clause,
D&S, represented as indicated in the appearance, comes to comply with that
which is established in
paragraph letter b dot six of numeral three dot one of numeral three of
the fifth section of NGC
Thirty, in its new text amended by numeral one dot three of the General
Standard number one





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hundred and forty seven, for which,
through this proceeding, states that
the specifications of the
issuance that the Prospectus makes reference to are, among others, the
following; One.
Identification of the Issuer.Paragraph two dot zero of the Prospectus is
the following: Two dot
zero. IDENTIFICATION OF THE ISSUER.Two dot one. Name or Trade name:
Distribucion y
Servicio D&S S.A. Two dot one: Fantasy name: D&S. Two dot three: Tax
identification number:
ninety six million four hundred thirty nine thousand dash two. Two dot
four: Registration in the
Registry of Securities: Corporation registered under the number five
hundred ninety three dated
twenty second of October in the year nineteen hundred ninety six. Two dot
five: Address:
Presidente Eduardo Frei Montalva Avenue number eight thousand three
hundred and one,
Quilicura, Santiago. Two dot six: Telephone number: two zero zero five
zero zero zero. Two dot
seven: Fax number: two zero zero five one zero zero. Two dot eight:
Electronic address: Web site
address: www dot dys dot cl; Electronic mail address: info at dys dot cl.
Two.
Description of
Issuance.Paragraph five dot zero of Prospectus is the following: Five
dot zero. DESCRIPTION
OF ISSUANCE.Five dot one: Issuance Agreement: Five dot one dot one:
Appropriate Authority:
Board of Directors of Distribucion y Servicio D&S S.A.. Five dot one dot
two: Date: The
registration of the trade bill line and the issuance of the trade bill
with charges to the same were
authorized through an agreement by the Board of Directors of the Company
which was reached at
session number two hundred and three dated twenty seventh of august in the
year two thousand and
two. Five dot two: General Specifications of the Issuance: Five dot two
dot one: Maximum Amount
of Issuance: two million one hundred and fifty thousand unidades
de fomento.Five dot two dot one
dot one: Fixed/Line: Line. Five dot two dot one dot two: Expiry date of
line: ten years. Five dot two
dot two: Type of Document: Promissory note. Five dot two dot three:
Bearer/To the Order
of/Registered: To the order of. Five dot three: Specific features of the
Issuance: Five dot three dot
one: Amount of Issuance to be Placed: To be defined. Five dot three dot
two: Series: To be defined.
Five dot three dot three: Currency: Non indexed pesos. Five dot three
dot four. Amount of trade
bill: To be defined. Five dot three dot five:Cutoff: To be defined. Five
dot three dot six: Expiry
date: To be defined. Five dot three dot seven: Indexed: Not considered:
Five dot three dot eight:
Interest rate: To be defined. Five dot three dot nine: Date of
Extraordinary Amortization: Not
considered. Five dot four: Other features of the Issuance: Five dot four
dot one: Extraordinary
Amortization: Not considered. Five dot four dot two: Extension of
Documents: Not considered.
Five dot four dot three. Specific guarantees: This issuance of trade
bill is carried out without
specific guarantees. Five dot four dot three dot one: Type of guarantees.
Not Applicable. Five dot
four dot three dot two: Approximate value of guarantees: Not applicable.
Five dot four dot four:
Replacement or exchange of Securities: The misplacement, theft or robbery,
loss, destruction or
make a security unusable will be of exclusive risk of the holder, while
D&S is released from any
and all responsibility. The Company shall only have the obligation to
supply a duplicate of the
respective Security or coupon, in replacement of the original executed, if
such is ordered by a final
court judgment that has not been appealed passed by an ordinary court
which specifies the date
and the number of the corresponding security, and prior to complying with
procedures and
established practices that are mentioned as follows: a) The misplacement,
loss or partial or total
destruction of a security, or to make a security unusable, will be the
exclusive responsibility of its
holder. He shall comply with the procedures set for such purpose in the
ninth paragraph of section
II of law number eighteen thousand ninety two about Drafts and Promissory
Notes, and also, to
carry out the following actions: One) To communicate in writing to the
Paying Bank , to the
Company, to the DCV and the Stock Exchange, about the misplacement,
destruction, loss or
making the corresponding security unusable, all of such with the purpose
of preventing that such
document be negotiated in any transaction. Two) To publish three notices
in El Mercurio newspaper
of Santiago. In the event such newspaper is suspended, the required
publications of the mentioned
notices must be made in the Diario Oficial newspaper, whereby such notices
advise the public that
a duplicate of the security will be issued once all legal procedures are
complied with, and Three) To
establish a guarantee in favor of and to the entire satisfaction of the
Company ,for a total amount





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expressed in Unidades de Fomento (UF) equal to the amount of the security
whose duplicate has
been requested, whose effective term is five years as of the expiration
date of the replaced security;
b) If a security is damaged, whereby its basic indications are not
unusable nor destroyed, D&S
could issue a duplicate, prior publication made in El Mercurio of Santiago
newspaper by the
interested party, or in the case such newspaper has been suspended such
publication shall be made
in El Diario Oficial, where the public shall be informed that the original
security is annulled. In this
case, the requesting party shall deliver to the Company the unusable
security, prior to receiving a
duplicate copy. D&S reserves the right to also demand for a guarantee to
be established in favor of
and to the entire satisfaction of the Company, for an amount expressed in
Unidades de Fomento
(UF) equal to the amount of the security whose duplicate copy has been
requested, whose effective
term is five years as of the date the replaced security expires; In all
the cases that the preceding
letters a) and b) make reference to, a record will be made in the
duplicate security that all the
corresponding procedures have been met; d) All the costs related to the
procedures mentioned
previously, including, in an unlimited manner, all the required
publications, the fees for advisors
that assisted those who required the replacement or exchange of the
security, and the cost that
implies the issuance of a replacing security, shall be charged to the
requesting party. Five dot five:
Protection Rules for Holders: Five dot five dot one: Coefficient and/or
Ratio limits: This issuance
imposes the following special restrictions on the company while the trade
bill line that is part of
this prospectus is in force. Debt ratio less than one coma two times,
defined as the ratio between
current liabilities that accrues interests /net worth, measured and
calculated quarterly based on the
Consolidated Financial Statement, presented in the format and by the date
mentioned for the
uniform coded statistical card. A liability that accrues interest is
defined according to the uniform
coded statistical card, as the sum of accounts five dot twenty one dot ten
dot ten, five dot twenty
one dot ten dot twenty, five dot twenty one dot ten dot thirty, five dot
twenty one dot ten dot forty,
five dot twenty one dot ten dot fifty, five dot twenty two dot ten dot
zero zero and five dot twenty
two dot twenty dot zero zero. Net worth is defined as the sum of the
Minority Interest -uniform
coded statistical account card five dot twenty three dot zero zero dot
zero zero plus the net worth -
uniform coded statistical account card five dot twenty four dot zero zero
dot zero zero; Minimum
coverage of financial expenses of three coma five times (operating results
plus
depreciation/financial expenses), measured and calculated quarterly for the
period of four
consecutive quarters prior to the calculation date, based on the
Consolidated Financial Statements
presented in the format and by the date mentioned in the uniform coded
statistical card. Operating
results corresponds, according to the uniform coded statistical card, to
the account five dot thirty
one dot eleven dot zero zero, depreciation to the account five dot fifty
dot thirty dot zero five and
financial expenses to the account five dot thirty one dot twelve dot
sixty. Five dot five dot two:
Liabilities, Limitations and Prohibitions: the Company will treat equally
all holders of promissory
notes issued with charge to this bill trade line. Also, as the law allows
it, the Company binds itself
that in the following cases, each and all of holders of the promissory
notes issued with charges to
this trade bill line, will have at their discretion the authority, and not
the obligation to demand for
the advance payment of the capital of the promissory notes that they hold
and the interests accrued
to the date of payment, plus any other amount whose payment may
correspond, as if it were a
payment overdue: a) Should D&S fall into default or a simple delay in the
payment of capital or
interests of any promissory note issued with charges to this trade bill
line, and such is not corrected
within thirty days as of the date such non compliance took place; b) Should
the Company fall into
default for the payment of liabilities of monies, directly or indirectly,
in favor of third parties, for a
total accumulated amount greater than the equivalent to five percent of
its total assets according to
its last consolidated financial statement (line number five dot ten dot
zero zero dot zero zero of the
Companys uniform coded statistical card), and such is not corrected
within thirty days as of the
date such default takes place, however, with the understanding that the
Company is not in default of
a liability if the source, amount, opportunity or any other aspect of the
same is in dispute or legally
challenged by D&S, a condition that in any case, should be endorsed by the
auditors; c) The non





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compliance of any liability mentioned in the preceding item five dot five dot
one, or if the
Company or any of its affiliates shall fall into insolvency, as long as the
previous conditions are not
corrected within thirty days as of the date the Board of Directors of D&S has
been made aware of
the same; d) If any statement made by the company in any of the instruments
that are issued or
subscribed as a result of information commitments that are taken in this
instrument, were or
turned out to be incomplete or maliciously false; e) If any other D&S creditor
collects legitimately
from it the total amount of a credit whose cause is an operation of money
credit, in virtue of
having exercised the right to advance its expiration date due the Companys
default, due to a cause
that is considered in the respective contract, however, with the exception of
the cases where the
amount of the money credit operation collected in advance does not exceed the
equivalent to five
percent of D&S total assets according to its last consolidated financial
statements (line number five
dot ten dot zero zero dot zero zero of the Companys uniform coded statistic
card)., and, in any
case, as long as the previous condition is not corrected within thirty days as
of the date when the
respective creditor notified D&S about its intent to exercise the right to
collect in advance the
respective amount owed; and f) If the Company were disincorporated or
liquidated, or if its
duration period were reduced to a period that expires at a date prior to the
expiration date of the last
issuance of promissory notes issued with charges to this line of trade bill.
The Company binds itself
to notify the SVS about any and all constituent events of any of the
previously mentioned events
or conditions mentioned in the preceding item five dot five dot one and in
letters a) a f) of item five
dot five dot two, as soon as the event takes place or are aware of such
taken place. In order to
carry out the advance collection of promissory notes based on the causes
mentioned previously, the
holders of such instruments would be able to act individually or jointly, as
the law allows it. Five
dot five dot three: Maintenance, Substitution or Renewal of Assets: This
issuance does not impose
special restrictions on the Company related to the maintenance, substitution or
renewal of its assets.
Five dot five dot four: Equal treatment of holders: The Company will treat
equally all holders of
the promissory notes issued with charges to this trade bill line. Five dot five
dot five:
Complementary Control Right: This issuance does not impose any special
restrictions on the
Company in reference to the complementary control right. Five dot five dot six:
Effects of
Mergers, Divisions or Others: This issuance does not impose any special
restriction on the
Company in reference to the effects of mergers, divisions or any other form of
corporate
structuring. However, the following is provided for in the event any of the
these take place: a)
Merger: In the event the Company merges with another company or with other
corporations,
whether it be by creation or incorporation, the absorbing company in such case,
would take over
each and all of the liabilities that this prospectus imposes on the issuer; b)
Division: If a division
of D&S were to take place, all the corporations that would result from such
division would be
liable jointly and severally for all the liabilities that are mentioned in this
prospectus as a result of
the issuance of the trade bill, without detriment to the fact that among such
an agreement could be
reached whereby the payment commitment for the trade bill would be proportional
to the net worth
of the Company that is assigned to each one of them, or by any other ratio; c)
Conversion: If the
issuer shall convert its legal entity, it is agreed that all liabilities as a
result of this prospectus would
be applicable to the converted corporation, without any exceptions at all; d)
Creation of affiliates: In
the case of affiliates being created, such would not have any effect whatsoever
on liabilities that are
part of this prospectus, except for those considerations which due to their
own context are
applicable. In any case, the creation of affiliates could influence the rights
of the trade bill holders;
e) Disposal of Total Assets and Liabilities or basic Assets to related
individuals: In this case, D&S
will ensure that the operation is carried out in accordance to fair conditions
similar to those, which
usually prevail in the market. All stores and distribution centers are
considered to be the Companys
essential assets.. Three. Use of Funds.The following is the paragraph six dot
zero of the
Prospectus: Six dot zero. USE OF FUNDS.The funds collected as a result of the
issuance of the
trade bill that this Prospectus makes reference to, will be assigned to the
financing of the
Companys short term operations.. Four. Information to the Holders of Trade
Bill.The





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following is the paragraph nine dot zero of the Prospectus: Nine dot zero.
INFORMATION TO
THE HOLDERS OF TRADE BILL.Nine dot one: Place of Payment: At the offices of
Banco de
Chile, located in Ahumada Street, number two hundred fifty one, first floor,
Santiago. Nine dot two:
Place where Financial Statements may be obtained: The last annual Financial
Statement audited and
its respective reasoned analysis is available at D&S offices, at the
Superintendence of Securities
and Insurance, at the Companys web site, www dot dys dot cl, and at the
offices of underwriter
agents located at El Bosque Norte Avenue number zero one seven seven, third
floor, in the
commune of Las Condes, Santiago. Nine dot three: Other information: It does not
take into account
     . . RIGHT OF REPRESENTATEON.The right of representation of Mr. Nicolás Cirilo
Ibañez
Scott in order to represent Distribución y Servicio D&S S.A., as a General
Manager, is set forth in
the extraordinary session of the Board of Directors number ninety one,
celebrated on the twentieth
of June in the year nineteen hundred ninety four, while the right of
representation of the same in
order to represent D&S before all the processes, arrangements and procedures
related to issuance of
promissory notes that are part of this Prospectus, is set forth in the public
instrument issued by the
Notary of Santiago Mr. Jose Musalem Saffie dated thirteen of September in the
year two thousand
and two, which is not inserted since it is known by the Notary that authorizes
it. As a supporting
document and prior to its reading the party hereto signs it. A copy is
provided. Confirmed as
authentic. (Signed).

By Power of Attorney,
DISTRIBUCIÓN Y SERVICIO D&S S.A. (SIGNED)
Nicolás Cirilo Ibañez Scott
National Identification Number: (hand written)





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##### 



AMENDMENT OF STATEMENT

In Santiago, Chile, on the twenty fifth of October in the year two
thousand and two, in my
presence, MARTIN VASQUEZ CORDERO,substitute Public Notary for
JOSÉ
MUSALEM
SAFFIE, principal Public Notary, of the Forty Eighth Notary of Santiago,
whose address is
Huérfanos Street number seven hundred seventy, third floor, according to
decree number five
hundred dash two thousand and two of the Presidency of the Court of
Appeals dated fourth of
October in the year two thousand and two, registered under the number
eleven thousand one
hundred and fifty six/ two thousand and two the eight of October of the
same year, appear Mr.
NICOLÁS CIRILO IBAÑEZ SCOTT,Chilean, married, commercial engineer,
whose national
identification number is five million seven hundred thirty eight thousand
one hundred and six dash
six, as it will be authenticated, from DISTRIBUCIÓN Y SERVICIO D&S S.A.,a
corporation
dedicated to the working of supermarkets, incorporated and duly
established in accordance with
the laws of the Republic of Chile, whose tax identification number is
ninety six million four
hundred thirty nine thousand dash two, their address for this purpose
being Eduardo Frei Montalva
Avenue number eight thousand three hundred and one, in the commune of
Quilicura, in the city of
Santiago, hereafter also called D&S, who states that:

FIRST: Antecedents. One)On the thirteenth of September in the year two
thousand and
two, D&S made a request before the Superintendence of Securities and
Insurance from the
Republic of Chile, hereafter called SVS, for the registration of a trade
bill line in the Registry of
Securities of the SVS, for a total amount of up to two million one hundred
and fifty thousand
unidades de fomentofor the whole aforesaid line, according to that which
set out in the seventeenth
section of law eighteen thousand forty five, a law of securities market,
hereafter also called the
Law. For the purpose of the previous and in compliance with that which
set forth in the law and
in the fifth section of general regulations number thirty of the SVS,
hereafter also called NCG
Thirty, together with the aforesaid registration request made by D&S
before the SVS, the
following antecedents: a)prospectus of registration request for the trade
bill line, prepared in
compliance with that which set out in annex number one of the fifth
section of NCG Thirty,
hereafter also called the Prospect, which consists of specifications of
the trade bill line whose
registry in the SVS Registry of Securities has been requested, and,b)
additional antecedents to the
mentioned request, consist of: i)a fax of securities to be used, ii)
copies of the minutes of D&S
Board of Directors session where the specifications of the issuance were
agreed and where
furthermore representatives that consist of the same were authorized to
issue and register securities,
certified by the general manager; iii)a certificate issued by the
corresponding printer where all
security standards to be used in the preparation of securities that will
be issued are indicated; and,
iv)a certificate issued by each of the two risk rating agencies that
rated the trade bill line. Two)On
the fourth of October in the year two thousand and two, the SVS
promulgated the general
regulation number one hundred and forty seven, hereafter also called the
NCG One Hundred and
Forty Seven, which amended the fifth section of the NCG Thirty in the
points with the scope that
consist of NCG One Hundred and Forty Seven. Three)On the occasion of the
promulgation of
NCG One Hundred and Forty Seven, on the sixteenth of October in the year
two thousand and two,
at this same notary, Mr. Nicolás Ibañez Scott, as General Manager for
D&S, issued a public
instrument of statement of consent with numeral three dot one B dot six of
the NCG Thirty,
hereafter also called the Statement, where the features and
specifications of the issuance of the
trade bill line to be issued by D&S which is outlined in numeral one of
this clause are specified.

SECOND:
Amendment of Statement.By means of this instrument, and as a
result of the
complementary actions and certain amendments made to the Prospectus, the
Statement is amended
in the following articles: One)In numeral two of the second article of
the Statement after the text
which says Five dot one dot two: Date: The registration of the trade bill
line and the issuance of





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##### 



the negotiable instruments with charges to the same was authorized by means of
an agreement of
the Companys Board of Directors adopted at session number two hundred and
three dated twenty
seventh of August in the year two thousand and two., the following numeral
five dot one dot
three is added: Five dot one dot three. Statement Public Instrument. The
statement public
instrument required by numeral three dot one B dot six of Section V of the
General Regulation
number thirty was issued dated sixteenth of October in the year two thousand
and two at the
Notary of Mr. José Musalem Saffie.. Two)In numeral two of the second article
of the Statement,
the text which says Five dot two dot three: Bearer/To the order/ Nominative:
To the order. Is
changed for the following text: Five dot two dot three. To the bearer/ To the
order / Nominative:
To the bearer..

THIRD: Absence of Other Amendments.All which has not been expressly
modified by
means of this instrument, the Statement that is modified by means of this act
is maintained in force.

RIGHT
OF REPRESENTATION.The right of representation of Mr.
NICOLÁS
CIRILO IBAÑEZ SCOTTin order to represent
Distribución y Servicio D&S S.A., as a General
Manager, is set forth in the extraordinary session of the Board of Directors
number ninety one,
celebrated on the twentieth of June in the year nineteen hundred ninety four,
while the right of
representation of the same in order to represent D&S before all the processes,
arrangements and
procedures related to issuance of promissory notes that are part of this
Prospectus, is set forth in the
public instrument issued by the Notary of Santiago Mr. José Musalem Saffie
dated thirteen of
September in the year two thousand and two, which is not inserted since it is
known by the Notary
that authorizes it. As a supporting document and prior to its reading the party
hereto signs it. A copy
is provided. Confirmed as authentic. (Signed).

By Power of Attorney,
DISTRIBUCIÓN Y SERVICIO D&S S.A.
Nicolás Cirilo Ibañez Scott
National Identification Number:





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##### 



AMENDMENT OF STATEMENT

In Santiago, Chile, on the twenty fifth of October in the year two
thousand and two, in my
presence, JOSÉ MUSALEM SAFFIE,principal Public Notary, of the Forty Eighth
Notary of
Santiago, exercising profession in this city, Huérfanos Street number seven
hundred seventy, third
floor, appears Mr. NICOLÁS CIRILO IBAÑEZ SCOTT,Chilean, married,
commercial engineer,
whose national identification number is five million seven hundred thirty
eight thousand one
hundred and six dash six, as it will be authenticated, from
DISTRIBUCIÓN Y
SERVICIO D&S
S.A.,a corporation dedicated to the working of supermarkets, incorporated and
duly established in
accordance with the laws of the Republic of Chile, whose tax identification
number is ninety six
million four hundred thirty nine thousand dash two, their address for this
purpose being Eduardo
Frei Montalva Avenue number eight thousand three hundred and one, in the
commune of Quilicura,
in the city of Santiago, hereafter also called D&S, who states that:

FIRST: Antecedents. One)On the thirteenth of September in the year two
thousand and
two, D&S made a request before the Superintendence of Securities and Insurance
from the
Republic of Chile, hereafter called SVS, for the registration of a trade bill
line in the Registry of
Securities of the SVS, for a total amount of up to two million one hundred and
fifty thousand
unidades de fomentofor the whole aforesaid line, according to that which is set
out in the
seventeenth section of law eighteen thousand forty five, a law of securities
market, hereafter also
called the Law. For the purpose of the previous and in compliance with that
which set forth in
the law and in the fifth section of general regulations number thirty of the
SVS, hereafter also called
NCG Thirty, together with the aforesaid registration request made by D&S
before the SVS, the
following antecedents: a)prospectus of registration request for the trade bill
line, prepared in
compliance with that which set out in annex number one of the fifth section of
NCG Thirty,
hereafter also called the Prospect, which consists of specifications of the
trade bill line whose
registry in the SVS Registry of Securities has been requested, and, b)
additional antecedents to the
mentioned request, consist of: i)a fax of securities to be used, ii)copies of
the minutes of D&S
Board of Directors session where the specifications of the issuance were agreed
and where
furthermore representatives that consist of the same were authorized to issue
and register securities,
certified by the general manager; iii)a certificate issued by the
corresponding printer where all
security standards to be used in the preparation of securities that will be
issued are indicated; and,
iv)a certificate issued by each of the two risk rating agencies that rated the
trade bill line. Two)On
the fourth of October in the year two thousand and two, the SVS promulgated the
general
regulation number one hundred and forty seven, hereafter also called
the NCG One Hundred and
Forty Seven, which amended the fifth section of the NCG Thirty in the points
with the scope that
consist of NCG One Hundred and Forty Seven. Three)On the occasion of the
promulgation of
NCG One Hundred and Forty Seven, on the sixteenth of October in the year two
thousand and two,
at this same notary, Mr. Nicolás Ibañez Scott, as General Manager for D&S,
issued a public
instrument of statement of consent with numeral three dot one B dot six of the
NCG
Thirty, where the features and specifications of the issuance of the line are
specified. The
mentioned statement public instrument was amended by means of public
instruments dated twenty
fifth of October in the year two thousand and two, both of them issued at the
Notary of Santiago of
Mr. José Musalem Saffie. The public instrument of statement together with its
amendments
hereafter will also be called the Statement. Four) Line Registration.On the
fifteenth of
November in the year two thousand and two, the SVS registered the line in the
Registry of
Securities of such entity under the number zero zero three, issuing the
respective registration
certificate with the same date.





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##### 



SECOND: Amendment of Statement.By means of this instrument, and as a
result of the
complementary actions and certain amendments made to the Prospectus, the
numeral two of the
second article of the Statement is amended in the following terms: One)The
text that says: Five
dot one dot three. The public instrument of the statement required by numeral
three dot one B dot
six in sections V of the General Regulation number thirty was issued dated
sixteenth of October in
the year two thousand and two and amended by means of public instruments issued
dated twenty
fifth of October in the year two thousand and two and thirteenth of November in
the year two
thousand and two, respectively, all at the Notary of
Mr. José Musalem Saffie.
Shall be replaced
for the following text:  Five dot one dot three. The public instrument of
statement required by
numeral three dot one B dot six of Section V of the General Regulation number
thirty was issued
dated sixteenth of October in the year two thousand and two and amended by
means of public
instruments issued dated twenty fifth of October in the year two thousand and
two, thirteenth of
November in the year two thousand and two and fifth of December in the year two
thousand and
two, respectively, all at the Notary of Mr. José Musalem
Saffie. Shall be replaced for the following text: Five
dot one dot three. The public instrument of statement required by
numeral three dot one B dot six of Section V of the General
Regulation number thirty was issued dated sixteenth of October in the
year two thousand and two and amended by means of public instruments
issued dated twenty fifth of October in the year two thousand and
two, thirteenth of November in the year two thousand and two and
fifth of December in the year two thousand and two, respectively, all
at the Notary of Mr. José Musalem Saffie. Two)The
text that says: Five
dot two dot one dot two. Maturity date of line: ten years., is replaced by the
following text:
Five dot two dot one dot two. Maturity date of line: ten years as of the
fifteenth of November in
the year two thousand and two.; Three)The text that says: Five dot three dot
one: Amount of
Issuance to Place: to be defined., shall be replaced for the following text:
Five dot three dot one:
Amount of Issuance to Place: thirty six thousand twenty five million pesos
(approximately two
million one hundred and fifty thousand unidades de fomento (UFs),: Four)The
text that says:
Five dot three dot two: Series: To be defined. Shall be replaced by the
following text: Five dot
three dot two: Series: Three series: Series One, Two and Three.; Five)the
text that says Five dot
three dot four: Number of Negotiable instruments: To be defined., shall be
replaced by the
following text: Five dot three dot four: Number of negotiable instruments: one
thousand nine
hundred twenty four promissory notes. ; Six)The text that says: Five dot
three dot five : To be
defined. Shall be replaced for the following text: Five dot three dot five.
Cuts: Each of the series
will have cuts of one million pesos, fifty million pesos, ten million pesos,
five million pesos and one
million pesos. Seven)The text that says: Five dot three dot six: Maturity
date: To be defined.
Shall be replaced for the following: Five dot three dot six: Maturity date:
Series One expires the
eighteenth of November in the year two thousand three (eleven coma five months
as of the date of
issuance). Series Two expires the seventeenth of December in the year two
thousand and three
(twelve coma four months as of the date of issuance). Series three expires the
sixteenth of March in
the year two thousand four (fifteen coma four months as of the date of
issuance).; and Eight)the
text that says: Five dot three dot eight: Interest rate: To be defined.,
shall be replaced for the
following text: Five dot three dot eight: interest rate: The interest rate is
simple. For series One
and Two, the interest rate corresponds to a zero coma forty percent nominal
monthly, and for
Series three, the interest rate corresponds to zero coma forty two percent
nominal monthly..





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##### 



THIRD: Absence of Other Amendments.All which has not been expressly
modified by
means of this instrument, the Statement that is modified by means of this act
is maintained in force.
RIGHT OF REPRESENTATION.The right of representation of
Mr. Nicolás Cirilo
Ibañez Scott
in order to represent Distribución y Senicio D&S S.A., as a General Manager, is
set forth in the
extraordinary session of the Board of Directors number ninety one, celebrated
on the twentieth of
June in the year nineteen hundred ninety four, while the right of
representation of the same in order
to represent D&S before all the processes, arrangements and procedures related
to issuance of
promissory notes that are part of this Prospectus, is set forth in the public
instrument issued by the
Notary of Santiago Mr. José Musalem Saffe dated thirteen of September in the
year two thousand
and two, which is not inserted since it is known by the Notary that authorizes
it. As a supporting
document and prior to its reading the party hereto signs it. A copy is
provided. Confirmed as
authentic.

By Power of Attorney,
DISTRIBUCIÓN Y SERVICIO D&S S.A.
Nicolás Cirilo Ibañez Scott
National Identification Number:





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##### 



AMENDMENT OF STATEMENT

In Santiago, Chile, on the twelfth of November in the year two thousand
and two, in my
presence, JOSÉ MUSALEM SAFFIE,principal Public Notary, of the Forty Eighth
Notary of
Santiago, whose address is in this city, Huérfanos Street number seven hundred
seventy, third
floor, appears Mr. MIGUEL NUÑEZ SFEIR,Chilean, married, commercial engineer,
whose
national identification number is ten million eighty seven thousand seven
hundred and sixty three
dash five, representing, as it will be authenticated,
DISTRUBUCIÓN Y SERVICIO
D&S S.A.,a
corporation dedicated to the working of supermarkets, incorporated and duly
established in
accordance with the laws of the Republic of Chile, whose tax identification
number is ninety six
million four hundred thirty nine thousand dash two, their address for this
purpose being Eduardo
Frei Montalva Avenue number eight thousand three hundred and one, in the
commune of Quilicura,
in the city of Santiago, hereafter also called D&S or the Company, who
states that:

FIRST: Antecedents. One)On the thirteenth of September in the year two
thousand and
two, D&S made a request before the Superintendence of Securities and Insurance
from the
Republic of Chile, hereafter called SVS, for the registration of a trade bill
line in the Registry of
Securities of the SVS, for a total amount of up to two million one hundred and
fifty thousand
unidades de fomentofor the whole aforesaid line, according to that which is
set out in the
seventeenth section of law eighteen thousand forty five, a law of securities
market, hereafter also
called the Law. For the purpose of the previous and in compliance with that
which is set forth in
the law and in the fifth section of general regulations number thirty of the
SVS, hereafter also called
NCG Thirty, together with the aforesaid registration request made by D&S
before the SVS, the
following antecedents: a)prospectus of registration request for the trade bill
line, prepared in
compliance with that which set out in annex number one of the fifth section of
NCG Thirty,
hereafter also called the Prospect, which consists of specifications of the
trade bill line whose
registry in the SVS Registry of Securities has been requested, and,
b)
additional antecedents to the
mentioned request, consist of: i)a fax of securities to be used, ii)copies of
the minutes of D&S
Board of Directors session where the specifications of the issuance were agreed
and where
furthermore representatives that consist of the same were authorized to issue
and register securities,
certified by the general manager; iii)a certificate issued by the
corresponding printer where all
security standards to be used in the preparation of securities that will be
issued are indicated; and,
iv)a certificate issued by each of the two risk rating agencies that rated the
trade bill line. Two)On
the fourth of October in the year two thousand and two, the SVS promulgated the
general
regulation number one hundred and forty seven, hereafter also called the NCG
One Hundred and
Forty Seven, which amended the fifth section of the NCG Thirty in the points
with the scope that
consist of NCG One Hundred and Forty Seven. Three)On the occasion of the
promulgation of
NCG One Hundred and Forty Seven, on the sixteenth of October in the year two
thousand and two,
at this same notary, Mr. Nicolás Ibañez Scott, as General Manager for D&S,
issued a public
instrument of statement of consent with numeral three dot one B dot six of the
NCG
Thirty, where the features and specifications of the issuance of the trade bill
by D&S as mentioned
in numeral one of this article, are specified. The mentioned public instrument
of statement was
amended by means of public instrument dated twenty fifth of October in the year
two thousand
and two, both of them issued at the Notary of Santiago of Mr.
José Musalem
Saffie. The public
instrument of statement together with its amendments hereafter will also be
called the Statement.

SECOND: Amendment of Statement.By means of this instrument, and as a
result of the
complementary actions and certain amendments made to the Prospectus, the
statement is amended
in the following terms: One)Numeral two of the second article of the
Statement, the text that says





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Five dot one dot two: Date: The registration of the trade bill line and the
issuance of the negotiable
instrument with charges to the same was authorized by means of an agreement by
the Board of
Directors of the Company, adopted at session number two hundred and three dated
twenty seventh
of August in the year two thousand and two., shall be replaced for the
following text: Five dot one
dot two: Date: The registration of the trade bill line and the issuance of the
negotiable instruments
with charges to the same was authorized by means of an agreement by the
Companys Board of
Directors adopted during session number two hundred and three dated twenty
seventh of August
in the year two thousand and two, registered by means of an agreement of the
Companys Board
of Directors, adopted in session number two hundred and six dated thirteenth of
November in the
year two thousand and two., and Two)Numeral two of second article of
Statement, the text that
says Five dot one dot three. Public instrument of statement. The public
instrument of statement
required by numeral three dot one B dot six in sections V of the General
Regulation number thirty
was issued dated sixteenth of October in the year two thousand and two at the
Notary of Santiago
of Mr. José Musalem Saffie. Shall be replaced for Five dot one dot three:
Public instrument of
statement. The public instrument of statement required by numeral three dot one
B dot six of
section V of the General Regulation number thirty was issued dated sixteenth of
October in the
year two thousand and two and amended by means of public instruments issued
dated twenty fifth
of October in the year two thousand and two and thirteenth of November in the
year two thousand
and two, all at the Notary of Mr. José Musalem Saffie..

THIRD: Absence of Other Amendments.All which has not been expressly
modified by
means of this instrument, the Statement that is modified by means of this act
is maintained in force.
RIGHT OF REPRESENTATION. The right of representation of Mr.
MIGUEL NUÑEZ
SFEIR
in order to represent Distribución y Servicio D&S S.A., before all the processes,
arrangements
and procedures related to issuance of promissory notes that are part of this
Prospectus, is set forth in
the public instrument issued by the Notary of Santiago
Mr. José Musalem Saffie
dated thirteen of
September in the year two thousand and two, which is not inserted since it is
known by the Notary
that authorizes it. As a supporting document and prior to its reading the party
hereto signs it. A copy
is provided. Confirmed as authentic.

By Power of Attorney,
DISTRIBUCIÓN Y SERVICIO D&S S.A.
Miguel Nuñez Sfeir
National Identification Number: