Exhibit
4.19


REGISTRY OF THIS DISTRIBUTION DOES NOT IMPLY ANY
GUARANTEE BY THE CVM OF THE TRUTHFULNESS OF THE INFORMATION GIVEN NOR ANY
JUDGMENT ON THE QUALITY OF THE ISSUER, NOR ON THE DEBENTURES TO BE DISTRIBUTED.


	
  

  	
  The present Public Offering was prepared in
  accordance with the terms of the Self- Regulation Code of ANBID for Public
  Offers for distribution and acquisition of securities, which has been
  registered at the 4th Registry Office for Securities and Documents of the
  district of São Paulo, São Paulo State, under No. 4890254, and the present
  Public Offering thus complies with the minimum standards of information contained
  in the Code, and ANBID has no responsibility for the said information, for the
  quality of the Issuer and/or the Offering party/ies, nor of the participating
  institutions nor the securities that are the subject of the present Public
  Offering. 

  



 


ANNOUNCEMENT OF COMMENCEMENT OF PUBLIC DISTRIBUTION OF



UNSECURED, NON-PREFERENCE
NON-CONVERTIBLE UNSECURED DEBENTURES





Unibanco (União de Bancos Brasileiros S.A.). as Lead Manager, hereby announces the
commencement of distribution for public subscription of 62,500 nominal,
unsecured, non-preference, book-entry non-convertible debentures, divided into
two series – 31,250 debentures of the 1st Series, with nominal unit value of
R$ 15,641.490773, and 31,250 debentures of the 2nd Series with nominal unit value of
R$ 16,131.837123, issued by:





Listed company


CNPJ n°  06.981.176/0001-58


Avenida
Barbacena, 1200, 12th Floor, A1 Wing,


30190-131 Belo Horizonte, Minas Gerais, Brazil.











ISIN: BRCMGTDBS005
– 1st Series


ISIN: BRCMGTDBS013 – 2nd Series


in the amount of


R$ 992,916,496.75


RISK RATING




	
  Fitch

  	
   

  	
  Moody’s

  
	
  A+(bra)

  	
   

  	
  Aa3.br

  






 


I               INFORMATION ON THE ISSUER AND DISTRIBUTION OF
THE DEBENTURES


1.             Full name and
principal place of business


Cemig Geração e
Transmissão S.A. (“the Issuer” or “Cemig GT”), a corporation with head office
in the jurisdiction of the city of Belo Horizonte, Minas Gerais State, Brazil,
at Avenida Barbacena 1200, 12th Floor, B1 Wing, registered in the CNPJ/MF under
number 06. 981.176/0001-58, with its Articles of Association filed at the
Commercial Board of the State of Minas Gerais, under NIRE No. 31300020550.


2.                      Decision and Deed of the Issue


2.1.          Corporate decisions:
The Offer was approved at the 22nd meeting of the Board of Directors of the
Issuer held on February 20, 2006, the minutes of which were re-ratified by the
37th meeting of the Board of Directors of the
Issuer held on November 23, 2006. The guarantee that will be provided by
Companhia Energética de Minas Gerais – Cemig (“Cemig”) was authorized by the
372nd Meeting of the Board of Directors of Cemig,
held on January 25, 2006.


2.2           Issue
Deed: The terms and conditions of the Offer are contained in the “Private
Deed of the 1st Public Issue of Non-Convertible Debentures,
Divided into Two Series, of Cemig Geração e Transmissão S.A., entered into on
February 28, 2007 (“the Issue Deed”). The
Issue Deed was filed at the Commercial Board of the State of Minas Gerais on
March 19, 2007, under No. ED000037-0/000.


3.             Characteristics of
the Debentures


3.1.          Total amount of the
Issue: R$ 992,916,496.75


3.2.          Issue Date:  November 1, 2006.


3.3.          Nominal unit value:
On the Issue Date the nominal unit value of the Debentures of the 1st Series is R$ 15,641.490773 the nominal
unit value of the Debentures of the 2nd Series is R$ 16,131.837123


3.4           Series number:
The Issue is effected in two series.


3.5             Number of
Debentures: 62,500, being 31,250 of the 1st Series and 31,250 of the 2nd Series.


3.6             Form: The
Debentures are in the nominal, book-entry form, without issue of deposits or
certificates.


3.7             Convertibility:
The debentures are not convertible into shares.


3.8             Type: The
Debentures are of the unsecured, non-preference type.  











3.9             Guarantee: The
Debentures have a guarantee given by Cemig. 


3.10           Use of proceeds:
By reason of the Obligatory Exchange, the Issuer will not receive any net
proceeds from this Offer, since the Debentures will be paid up by the
Debentures issued under the 1st Cemig Issue. The proceeds of the 1st Cemig Issue were allocated to financing of
projects in generation and distribution of electricity, including projects
involving partnership with companies of the private sector, under Cemig’s
program of generation and transmission works 
for the years 2001 and 2002 and for the first quarter of 2003, as
described in Clause 3.4 of the Issue Deed.


3.11           Maturity: The
tenor of the Debentures of the 1st Series is 36 months from the Issue Date, with
final maturity on November 1, 2009; and the tenor of the Debentures of the 2nd Series will be 60 months from the Issue Date,
with final maturity on November 1, 2011.


3.12           Obligatory Exchange:
The present Offer is carried out for the purposes of the Obligatory Exchange of
the Debentures of the 1st Cemig Issue for the Debentures of this Offer,
with the consequent cancellation of the Debentures of the 1st Cemig Issue (“the Obligatory Exchange”).


3.13           Programmed
amortization: The Debentures will not be the subject of programmed
amortization before the maturity date.


3.14           Alternative payment
mechanism: In the event of non-payment by the Issuer of any amount payable
in relation to the Debentures or specified in the terms of the Issue Deed, on
their respective maturity dates, the Debentures shall have Cash Value (“Cash
Value”) in that they shall be obligatorily accepted by the Issuer as
payment by the Debenture Holders of invoices for retail supply of electricity
issued by the Issuer, in accordance with Clause VI of the Cemig GT Issue Deed (“Cash
Value”).


4.            Remuneration


4.1             Remuneration
of the Debentures of the First Series: The Debentures of the First Series shall not have their nominal
value updated, and shall yield interest corresponding to the accumulated
variation of 100% of the average daily interbank deposit rate, “extra grupo” (“the
DI Rate”), calculated and published by the Custody and Settlement Chamber (“CETIP”),
capitalized by a spread of 1.2% per year, on the basis of a year of 252
business days, applied to the balance of the nominal value of the Debentures
for each period of capitalization of the First Series, that is to say, from the
maturity date of the Remuneratory Interest immediately prior to the date of its
actual payment (“the Capitalization Period of the First Series”). The
Remuneration of the Debentures of the First Series will be paid annually, on
November 1 of the years 2007, 2008 and 2009.


4.2.            Remuneration of the Debentures of the Second
Series: The
Debentures of the Second Series shall not have their nominal value updated and
shall yield interest corresponding to the accumulated variation of 104.0% (one
hundred and four per cent) of the one-day “extra-grupo” Interbank Deposit Rate
calculated and published by CETIP in its daily bulletin available on the CETIP
internet site (http://www.cetip.com.br) (“the DI Rate”). The
Remuneration shall be calculated on an exponential basis, cumulative pro rata temporis by business days elapsed, applied to the
balance of the Nominal Value of the Debenture for each period of capitalization
of the Second Series, that is to say, the interval of time that begins on the
Issue Date, in the case of the first capitalization period, or on the date
specified for payment of the immediately previous Remuneration, in the case of
the other capitalization periods, and terminates on the date specified for the
payment of the Remuneration corresponding to the period (“the Capitalization
Period of the Second Series”). The Remuneration of the Debentures of the
Second Series shall be paid annually, on November 1 of the years 2007, 2008,
2009, 2010 and 2011.


4.3.            Non-availability of
the DI Rate: In the event of temporary non-availability of the DI Rate on
the occasion of the payment of any pecuniary obligation resulting from the
setting of the Remuneratory Interest, the same daily rate produced by the last
known DI Rate, up to the date of the calculation, shall be used, and no
financial compensation whatsoever shall be payable either by the Issuer nor by
the Debenture Holders, on the occasion of the subsequent publication of the
respective DI Rate.


4.3.1.        In the absence of
calculation and/or publication of the DI Rate for a period of more than 15
(fifteen) consecutive business days after the Issue Date, or, further, in the
event of its abolition or non-applicability by reason of imposition of law, the
average rate of daily financings backed by Federal Securities, calculated in
the Special Settlement and Custody System (“the Selic Rate”) shall be
used in substitution thereof, or, in its absence, the reference rate of the
National Financial System which comes to substitute the Selic rate (“the
Substitute Rate”).











4.3.2.      In the event that there is no
Substitute Rate, the fiduciary agent shall, within a maximum of 30 (thirty)
calendar days from (i) the fifteenth consecutive business day of absence of
calculation and/or publication of the DI Rate, or (ii) of the abolition or
non-applicability by reason of imposition of law of the DI Rate, hold a General
Meeting of Debenture Holders to decide, by common agreement with the Issuer,
subject to the applicable regulations, the parameter to be used for the
remuneration of the Debentures, which shall be proposed by the Issuer. Up to
the decision on this parameter, the same daily rate produced by the last known
DI Rate shall be used for the calculation of the amount of any obligations
referred to in this item, up to the date of the decision of the General Meeting
of Debenture Holders.


4.3.3.      If the Substitute Rate is
published before the holding of the General Meeting with Debenture Holders, the
said meeting shall no longer be held, and the Substitute Rate, as from its
publication, shall become the rate used for the calculation of the Remuneratory
Interest of the Debentures.


4.3.4.      If, at the General Meeting of
Debenture Holders, the parameter to be used for the Remuneration of the
Debentures is not decided in common accord between the Issuer and the Debenture
Holders, the Issuer, in common accord with the Debenture Holders, shall choose
one of the 5 (five) largest first-line banks in Brazil for the calculation of
the new parameter of the Remuneratory Interest. The bank chosen shall adopt the
new parameter for the purposes of calculation of the Remuneratory Interest in
such a way as to preserve the original Remuneration of the Debentures, taking
into account, including for this purpose, the last 15 (fifteen) prior
transactions of public issuance of Debentures in the Brazilian market.


5.             Limit
of the Issue


The Issue complies with the limits specified in
Article 60 of Law 6404/76, since the registered capital of the Issuer on the
Issue Date was R$ 2,896,785,358.90.


6.             Right
of preference


Present Stockholders of
the Issuer shall have no right of preference for subscription of the
Debentures.


7.             Conditions of
subscription and paying-up 


7.1.          Subscription price:
The subscription price of the Debentures shall be their Nominal Unit value,
augmented by the Remuneration, calculated pro rata temporis from the Issue Date
to the date of paying-up, in accordance with item 4 above. 


7.2.          Form of paying-up:
The paying-up of the Debentures shall be at sight, by giving, in exchange, of
the Debentures of the First Cemig Issue, in the terms of the Obligatory Exchange.
Each Debenture of the First Series of the First Cemig Issue shall correspond to
1 (one) Debenture of the First Series of this Offer; and each Debenture of the
Second Series of the First Issue of Cemig shall correspond to 1 (one) Debenture
of the Second Series of this Offer.


7.2.1.      By reason of the allocation
to the issue of the rights and obligations arising from the Debentures of the
First Cemig Issue, as specified in the Private Instrument of Assignment of
Rights entered into between the Issuer and Cemig on December 27, 2004, the
Debentures of the First Issue of Cemig, received by the Issuer in full payment
of the Debentures of this Offer, shall be cancelled immediately after the
obligatory exchange takes place.


7.3.          Payment of the
principal, and place of payment: The full value of the principal of the
Debentures shall be paid on the dates of maturity of the respective Series,
that is to say, November 1, 2009 for the First Series and November 1, 2011 for
the Second Series. The payment to which the Debentures are entitled shall be
made, as the case may be: (a) using the procedures adopted by the Brazilian
Settlement and Custody Company (“CBLC”), for the Debentures registered
on the BOVESPA FIX; or (b) the procedures adopted by CETIP, for the Debentures
registered on the SND; or (c) for the holders of the Debentures of this Issue
who are not linked to either of these systems, at the head office of the Issuer
or at the head office of Banco Itaú S.A. (“the Mandated Bank”, or “the
Clerk of the Issue”).


7.4.          Exemption of Debenture
Holders: If any Debenture Holder has any type of tax immunity or exemption,
such holder must deliver documentation of proof of this tax immunity or
exemption to the Mandated Bank and Clerk of the Issue within 10 (ten) business
days prior to the date set for receipt of amounts relating to the Debentures. 


7.5.          Extension of maturity
periods: The periods relating to the payment of any obligation by any of
the parties, including the Debenture Holders, in relation to the payment of the
subscription price, shall be considered extended up to the first subsequent
business day if the maturity coincides with a day on which there is not a
commercial or banking business day in the cities of São Paulo and/or Belo
Horizonte, in the States of São Paulo and Minas Gerais respectively, without
any addition 











to the amounts to be paid, with the exception of cases
whose payments are to be realized by the CETIP or by the CBLC, in which event
there shall only be postponement when the date of payment is a national
holiday, a Saturday or a Sunday.


7.6.          Penalty payment and
charges for arrears: If there is non-punctuality in the payment of any
amount payable to the holders of the Debentures, the amounts in arrears shall
be subject to a penalty payment of 10% on the amount payable, plus arrears
interest calculated from the date of entering into arrears up to the date of
actual payment at the rate of 1% per month on the amount owed, independently of
advice or notice or interpolation in the Courts or otherwise, as well as the
expenses incurred for collection.


7.7.          Expiry of the right to
increases: Without prejudice to the terms of the previous item,
non-appearance by the Debenture Holder to receive the amount corresponding to
any of the pecuniary obligations of the Issuer, on the dates specified in the
Issue Deed, or in a notice published by the Issuer, shall not give it the right
to receive Remuneration Interest and/or arrears charges in the period
corresponding to the delay in receipt, save that in any event acquired rights
shall be guaranteed up to the date of the respective maturity. 


7.8.          Alternative form of
receipt: Without prejudice to the terms of item 12 below, if decided by
Debenture Holders representing 100% of the Debentures in circulation, in a
General Meeting of Debenture Holders held specially to decide on the matter,
the payment of any amount payable by the Issuer under the Issue Deed may be
carried out through exchange for goods and/or rights acceptable to the
Debenture Holders. With the exception of the provisions of item 12 below, no
payment of amounts payable by the Issuer under the Issue Deed may be made in
any form other than Brazilian currency without the approval of the Debenture
Holders.


8.             Distribution
placement and procedure  


8.1.          The Obligatory Exchange
of the Debentures shall commence only after concession by the CVM of registry
of the Offer, after the Final Prospectus of the Offer has been placed at the
disposal of the investors and after publication of this Announcement of
Commencement of Distribution. The placement of the Debentures of the Second
Series shall begin only after the full placement of the Debentures of the First
Series.


8.2.          Best Efforts: The
Debentures shall be the subject of public distribution, under the best efforts
distribution regime, with intermediation of financial institutions that are
part of the Securities Distribution System, through the SDT (Securities
Distribution System), administered by CETIP, based on policies and guidelines
fixed by ANDIMA (the National Association of Financial Market Institutions),
and through the BOVESPAFIX System, with settlement and custody at the CBLC, and
target public of this present Issue shall be solely the holders of the
Debentures of the First Cemig Issue.


8.2.1.      The mechanism of Obligatory
Exchange shall be carried out as provided for by Clause XI of the Deed of the
First Cemig Issue, as amended, and the paying-up of the Debentures shall be at
sight, by exchange for the Debentures of the 1st Cemig Issue, in the terms of the Obligatory
Exchange, and each Debenture of the 1st Cemig Issue shall correspond to 1 (one)
Debenture of this Issue. 


8.3.          Secondary market: The Debentures shall
be registered for trading in the secondary market: (i) through the SND, managed
by the CETIP, based on the policies and guidelines set by ANDIMA, the
Debentures having settlement and custody at the CETIP; and (ii) through the
BOVESPAFIX system, with settlement and custody at the CBLC.


9.             Optional acquisition


The Issuer may, at any
time, acquire the Debentures in circulation in the market, for a price not
greater than their nominal value plus the remuneration, subject to Article 55
of Law 6404/76. The Debentures that are the subject of such acquisition may be
cancelled, remain in the Issuer’s Treasury, or be placed once again in the
market. 


10.          Early maturity


The fiduciary agent shall declare all the obligations
relating to the Debenture to become due for payment immediately and demand
immediate repayment by the Issuer and by Cemig, of their nominal amount, after
monetary updating, as the case may be, augmented by the remuneratory interest
payable up to the date of actual payment, independently of any notice or
interpellation in the Courts or otherwise, in any of the following events:











a) non-payment on the respective maturity date of the
principal or interest payable by reason of the Debentures;


b) legitimate and reiterated protest of securities
against the Issuer or against Cemig, in a global amount of more than
R$ 10,000,000.00, unless protest has been made in error or in bad faith on
the part of the third party, provided that this be validly proven by the
Issuer, by Cemig, or by any one of its Subsidiaries (“the Subsidiaries”),
or if cancelled or, further, if guarantees are given in Court, but in any event
within a maximum of 30 calendar days from the date on which written notice sent
by the Fiduciary Agent is received;


c) an application for Judicial Recovery made by the
Issuer, by Cemig or by any of its Subsidiaries;


d) extinction, dissolution or declaration of
bankruptcy of the Issuer, of Cemig or of any of its Subsidiaries;


e) non-compliance, by the
Issuer or by Cemig, with any obligation specified in the Issue Deed, not cured
in 30 calendar days from the date on which written notice sent by the Fiduciary
Agent is received;


f) if
the Issuer, Cemig or any of the subsidiaries unjustifiably ceases to pay, on
the maturity date, or does not take the legal or Court measures required for
non-payment of, any debt or any other obligation owed by the issuer, by Cemig
or by any of its Subsidiaries, under any agreement to which it is a party as
borrower or guarantor, involving an amount of R$ 10,000,000.00 or more;


g) early maturity of any debt of the Issuer, or Cemig
or of any its Subsidiaries, in an amount of R$ 10,000,000.00, or more, by
reason of contractual default or otherwise, the amount of which may in any way
prejudice compliance with the pecuniary obligations of the Issuer or of Cemig
specified in the Issue Deed;


h) privatization, liquidation, dissolution, extinction,
split and/or any form of stockholding reorganization involving the Issuer,
Cemig or any of its Subsidiaries and/or their assets, unless this Stockholding
Restructuring takes place (i) in relation to the following subsidiaries of
Cemig: Companhia de Gás de Minas Gerais – Gasmig, Empresa de Infovias S.A. or
WAY TV Belo Horizonte S.A.;


i) termination, for any reason, of any of the
concession contracts held by the Issuer, by Cemig or by any of its
Subsidiaries; or


j) issue of any securities and/or contracting of any
obligations which may in any way affect the alternative payment mechanism (“Cash
Value”) as established in item 11 below.


10.1.       In any of the events
mentioned in item 10 above, except in cases of non-payment of principal or
interest of the Debentures, extinction, dissolution or declaration of
bankruptcy of the Issuer, the Issuer may call a General Meeting of Debenture
Holders to request waiver by the Debenture Holders of the right to declare
early maturity of the Debentures. The waiver of any of the early maturity
events must be approved by Debenture Holders representing two-thirds of the
Debentures in circulation, in a General Meeting of Debenture Holders
specifically called by the Issuer for this purpose. In the event of approval of
the waiver by the Debenture Holders, the Issuer shall redeem, within 10
business days from the date of the General Meeting of Debenture Holders, the
Debentures held by those Debenture Holders who do not agree with the respective
waiver, for their Nominal Value updated and augmented by the Remuneration
calculated pro rata temporis. Debentures so redeemed shall be canceled by
the Issuer.


11.          Alternative payment
method – Cash Value


11.1.       In the event of non-payment
by the Issuer of any amount payable in relation to the Debentures or under the
Issue Deed on the respective Maturity Dates and without prejudice to the
provisions of item 4 – Remuneratory Interest, and 7.6 – penalty payment and
arrears charges, all and any amount owed by reason of the Debentures,
including, but not limited to, Remuneratory Interest and/or penalty payment and
other arrears interest, which has become due and not been paid by the Issuer,
on the dates established in the Issue Deed, the Debentures shall have power for
payment and may be used by the Debenture Holders at any time for payment of
invoices for the supply of electricity issued by the Issuer, by simple exchange
by the Debenture Holders of the credit represented by the amounts owed under
the Debentures, including but not limited to Remuneratory Interest, penalty
payment and other arrears charges, if applicable, against the debit represented
by the invoice for supply of electricity charged by the Issuer.


11.2.       Those holders of the
Debentures who notified the Fiduciary Agent of their intention to use the Cash
Value shall automatically be exempting the Fiduciary Agent from the obligation
to begin the procedures necessary for execution of the Debentures and 











the other procedures specified in Article 13 of CVM
Instruction 28/83, without prejudice, however, to the rights of the Debenture
Holders if the Cash Value facility is not used in relation to the totality of
the Debentures held by them, or is not sufficient for the settlement of all the
Debentures of these Debenture Holders.


11.3.        The daily calculation of
the Nominal Unit value of the Debentures, augmented by the respective
Remuneration and the penalty payment and other arrears charges, for the
purposes of payment by exchange, shall be effected by the Mandated Bank (Clerk
of the Issue), by the Fiduciary Agent and by the Issuer and advice of such
payment shall be given on the same date by the Mandated Bank (Clerk of the
Issue), after its final calculation, to the Issuer, to CETIP, to CBLC and to
the Fiduciary Agent. Calculation, retention and payment of the income tax
payable by the Debenture Holder shall be obeyed in accordance with the law.


12.          Investor target public of the Offering


The sole target public of this Issue is the holders of
Debentures of the First Cemig Issue.


13.          Inappropriateness of investment in the Debentures


The Debentures that are the subject of the present
Offer are not
appropriate to investors who need considerable liquidity in relation to
securities acquired, since trading in Debentures in the Brazilian secondary
market is limited.


Investors should read the section entitled “Risk
Factors” of the final Prospectus, available to investors as specified in  item VIII below.


14.          Additional obligations
of the Issuer 


Subject to the other obligations specified in the
Issue Deed, the Issuer further undertakes:


a)     not to carry out operations
outside its registered objects, obeying the provisions of the Bylaws, and the
provisions of law and regulations in force;


b)    to notify the Fiduciary Agent
of any act or fact which could cause interruption or suspension of the Issuer’s
activities.


c)     not to pay dividends, other
than those specified in Article 202 of Law 6404/76, nor any other share
provided for in the Bylaws, if it is in arrears, in relation to the payment of
any amounts payable to the Debenture Holders, relative to the Debentures that
are the subject of the Issue Deed, such prohibition to cease as long as the
said arrears are cured;


d)                 to
acquire, if there is a change in the stockholding control of the Issuer or of
Cemig, such Debentures of this Issue as may be in circulation, at the option of
the Debenture Holders who do not agree to remain as Debenture Holders of the
Issuer after the change of its stockholding control. The Debenture Holders
shall be advised of the purchase offer by a specific notice published within 15
(fifteen) calendar days from the date of the effective change in stockholding
control, that is to say, from the date of signature of the Contract of Purchase
and Sale, with a period of not less than 60 (sixty) calendar days for the
interested Debenture Holders to state their position, from the date of
publication of the notice and in accordance with the procedures therein
described. Acquisition by the Issuer of the Debentures shall take place in up
to 30 (thirty) calendar days from the statement of position by the Debenture
Holders. For the purposes of this item, change in stockholding control is
defined as disposal by the present controlling stockholder of the Issuer,
Cemig, or by the present controlling stockholder of Cemig, the Government of
the State of Minas Gerais, of 50% plus one share of the voting stock of the
Issuer or of Cemig, respectively.


e)                  to
keep its assets adequately insured, in accordance with current practices;


f)                    not
to carry out any acts that are not in accordance with the Bylaws and the Issue
Deed, especially such acts as might directly or indirectly compromise punctual
and full compliance with the obligations assumed by the Issuer to the communion
of Debenture Holders;


g)  to keep all operational licenses,
licenses, authorizations, concessions or approvals that are necessary to the
regular functioning of the Issuer valid and regular, making all and any payment
necessary for this purpose;


h)  to keep all taxes payable to the
federal, state or municipal tax authorities paid up-to-date;











i)   to maintain, conserve and
preserve all of its assets (tangible and intangible) such as are necessary or
useful for the due conduct of its activities, in good order and condition of
functioning, except for normal wear and tear;


j)   while the Debentures exist, not
to make any material alteration in the nature of its business, as conducted at
the present date, and not to make any alteration in the legal form of its
business, as it exists on the present date, except when and if demanded by the
legislation in effect or by the regulations issued by the concession-granting
power.


k)  to comply, in all aspects, with
all the laws, rules, regulations and orders applicable, in any jurisdiction in
which it carries out business or possess assets.


II.            THE COMPANY 



Cemig Geração e Transmissão S.A.


Office of the Chief Financial and Investor
Relations Officer  


Att: Luiz Fernando Rolla


Avenida Barbacena 1200, 18th Floor, B2 Wing,


30190-131 Belo Horizonte, MG, Brazil.   


Tel: (31) 3299-4903


Fax: (31) 3299-3832


Internet:
http://cemiggt.infoinvest.com.br


III.           THE LEAD MANAGER


UNIBANCO – União de Bancos
Brasileiros S.A.


Office of the Capital Markets Director


Att: Rogério Assaf Freire 


Avenida Eusébio Matoso 891,


05423-180 São Paulo, SP, Brazil 


Tel: (11) 3097-4396


Fax: (11) 3097-4127


E-mail:
rogerio.freire@unibanco.com.br


Internet:  www.unibanco.com.br 


IV.           MANDATED BANK AND CLERK OF THE ISSUE


Banco Itaú S.A.


Av. Eng Armando de Arruda Pereira
707, 9th Floor, 


São Paulo, SP, Brazil. 


CEP: 04344-902 


Att. Luiz Loureiro 


Tel: (11) 5029-1905 


Fax: (11) 5029-1917 


E-mail: luiz.loureiro@itau.com.br  


V.            FIDUCIARY
AGENT


Planner
Corretora de Valores S.A.


Av. Paulista 2439, 11th Floor,


01311-300 São Paulo, SP, Brazil


At. Viviane Rodrigues


Telefone: (11) 2172-2628


Fax: (11) 3060-9575


E-mail: 
vrodrigues@plannercorretora.com.br


VI.           REGISTRY OF THE OFFER
WITH THE CVM


The Issue had been previously submitted to the
CVM, and the 1st and 2nd Series registered under No’s CVM/SRE/DEB/2007/003
and CVM/SRE/DEB/2007/004, on April 17, 2007.











VII.         DATE OF COMMENCEMENT OF
PUBLIC DISTRIBUTION 


The date of commencement
of public distribution is April 27, 2007.


VIII.        PROSPECTUS, ADDITIONAL
INFORMATION AND SERVICE TO THE DEBENTURE HOLDERS


The Final Prospectus of
the present Offer is available in the offices and on the websites of the Lead
Manager (www.unibanco.com.br), the Issuer (http://cemiggt.infoinvest.com.br),
the Fiduciary Agent (www.fiduciario.com.br), the Brazilian Securities
Commission (CVM) (www.cvm.gov.br),  CETIP
(www.cetip.com.br), and the CBLC(www.cblc.com.br).


More information may be
obtained from the Issuer, the Lead Manager or the CVM.


As well as the addresses
of the Issuer, Lead Manager, and the Mandated Bank and Clerk of the Issue, the
following are other relevant addresses:


	
  CBLC – Companhia Brasileira
  de Liquidação e 

  	
  CETIP – Câmara de Custódia e de Liquidação

  
	
  Custódia

  	
  Rua Líbero
  Badaró 425, 24th Floor,

  
	
  Rua XV de
  Novembro 275,

  	
  01009-00 São
  Paulo, SP, Brazil.

  
	
  01013-001 São
  Paulo, SP, Brazil.

  	
  Tel: (11)
  3111-1596

  
	
  Att. Charles
  Mann de Toledo

  	
  Fax: (11)
  3115-1564

  
	
  Tel: (11)
  3233-2720

  	
  E-mail: gr.debentures@cetip.com.br

  
	
  Fax: (11)
  3233-2051

  	
  Internet:
  www.cetip.com.br

  
	
  E-mail: ctoledo@bovespa.com.br

  	
   

  
	
  Internet:
  www.cblc.com.br

  	
   

  



 


REGISTRY OF THIS DISTRIBUTION DOES NOT IMPLY ANY
GUARANTEE BY THE CVM OF THE TRUTHFULNESS OF THE INFORMATION GIVEN NOR ANY
JUDGMENT ON THE QUALITY OF THE ISSUER, OR ON THE DEBENTURES TO BE DISTRIBUTED.


	
  

  	
  The present Public Offer or
  program was prepared in accordance with the terms of the Self-Regulation Code
  of ANBID for Public Offers for distribution and acquisition of securities,
  which has been registered at the 4th Registry Office for Securities and Documents
  of the district of São Paulo, São Paulo State, under No. 4890254, and the
  present Public Offer/program thus complies with the minimum standards of
  information contained in the Code, and ANBID has no responsibility for the
  said information, nor for the quality of the Issuer and/or the Offering
  party/ies, nor of the participating institutions nor the securities that are
  the subject of the present Public Offer/program.