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United States

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



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FORM 20-F/A(Amendment No. 1)



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| ̈ | REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934
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OR



|x | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the fiscal year ended: June 30, 2004



OR



| ̈ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the transition period from            to



Commission file number: 128 0-30982



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Alto Palermo S.A. (APSA)

(Exact name of Registrant as specified in its
charter)



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Republic of Argentina

(Jurisdiction
of incorporation or organization)



Moreno 877, Piso 22

Buenos Aires, Argentina

54-11 4344-4600

(Address and telephone number of principal executive offices)



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Securities registered or to be registered pursuant to Section 12(b) of the Act: None



Securities registered or to be registered pursuant to Section 12(g) of the Act:



|                                                                           |  |                                                   
|-------------------------------------------------------------------------- |  | --------------------------------------------------
|Title of each class                                                        |  | Name of each exchange on which registered         
|American Depositary Shares, each representing forty shares of Common Stock |  | Nasdaq National Market of the Nasdaq Stock Market 
|                                                                           | 
|Common Stock, face value one Peso per share                                |  | Nasdaq National Market of the Nasdaq Stock Market*



|* | Not for trading, but only in connection with the registration of American Depositary Shares pursuant to the requirements of the Securities and Exchange Commission.
|- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------



Securities for which there is a reporting
obligation pursuant to Section 15(d) of the Act: None



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The number of outstanding shares of the issuers common stock as of June 30, 2004 was 727,682,259



Indicate by check mark whether the registrant (1) has filed all reports required to be filed
by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90
days.    x  Yes ̈No



Indicate by check mark which financial statement item the registrant has elected to
follow. ̈Item 17    x  Item 18



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# EXPLANATORY NOTE

This amended report on Form 20F/A
dated April 11, 2005 is being filed to:

(1)    
          amend Item 16D  Exemptions from the Listing Standards for Audit
          Committees to disclose that we are relying on the exemptions provided to
          foreign private issuers and that are applicable to us under Nasdaqs Audit
          Committee Composition, Audit Committee Written Charter, Quorum, Independent
          Directors requirements of Rules 4350(d)(2), 4350(d)(1), 4350(f), 4350(c),
          respectively. As provided by the Nasdaq rules, foreign private issuers are
          exempt from the requirements of audit committee composition until July 31, 2005
          so long as they comply with applicable audit committee composition requirements
          of the reporting jurisdiction. In our case, we are in compliance with applicable
          Argentine requirements regarding audit committee composition and thus are
          relying on the exemption provided by the Nasdaq rules.

Other than the foregoing items and
conforming changes related thereto, no part of the annual report on Form 20-F filed on
December 29, 2004 is being amended, and the filing of this amended annual report on Form
20-F/A should not be understood to mean that any other statements contained therein are
true or complete as of any dated subsequent to December 29, 2004.