**Exhibit 4.10**

 

English Summary ofIndenture Covering the Third Public Issuance of Common Debentures, dated June14, 2004, beteween CEMIG and Pavarini Distribuidora de Títulos e ValoresMobilários, which also includes certain covenants on supplying financialinformation, corporate purpose, maintenance of books and records, maintenanceof insurance and compliance with laws.

 

***PUBLIC DISTRIBUTION OF NON-CONVERTIBLE DEBENTURES:***

***NOTICE OF START OF SUBSCRIPTION PERIOD***

** **

 

hereby announces the distribution for publicsubscription, on 2 August 2004, of the Third Issue, made up of 40,000 (fortythousand) nominal, unsecured, non-preferred book-entry Debentures, notconvertible into shares, in a single Series, with unit value R$10,000.00 (tenthousand Reais) on 1 June 2004 (“the Issue Date”), issued by CompanhiaEnergética de Minas Gerais – CEMIG (“the Debentures”), with total value:

 

#### **R$400,000,000.00**

#### ** **

**ISIN: BRCMIGDBS032**

 

**RISK RATING**

** **
| **Moody’s** | ** ** | **Fitch**  |
|------------------|------------|------------|
| **Baa2.br**      | ** ** | **A(bra)** |

 

### **I**              INFORMATIONABOUT THE ISSUER AND THE DEBENTURE DISTRIBUTION

### ** **

**1.****           ****The Issuer: name and head office**

 

Companhia Energética de Minas Gerais– CEMIG (“the Issuer”), a listed corporation with head office at AvenidaBarbacena, 1200, in the city of Belo Horizonte, State of Minas Gerais, Brazil,registered in the Brazilian Register of Corporate Taxpayers (CNPJ) under number17.155.730/0001-64, with its Articles of Association filed with the CommercialBoard of the State of Minas Gerais, under NIRE number 06.2.002160005/7.

 

**2.****           ****Decision**

 

The decision to make this Third Issue ofdebentures for public distribution (“the Issue”) was taken in meetings held bythe Issuer’s Board of Directors on 27 May and 23 June 2004 (“the Board Meetings”).The minutes of the Board Meetings were filed at the Commercial Board of theState of Minas Gerais under numbers 3188769 and 3188778 respectively, andpublished in the newspapers *Gazeta Mercantil,*National Edition, *Minas Gerais* and *O Tempo*, on 30 June 2004.

 

**3.****           ****Securities DistributionProgram**

 

This issue is part of the Issuer’s PublicDebenture Issue Program, with maximum value of R$ 1,500,000,000.00 (one billionand five hundred million Reais) (“the Program”), approved by the board meetingof 27 May 2004. The Program was filed at the CVM (the Brazilian SecuritiesCommission) on 19 July 2004.

 

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**4.****           ****Characteristics of theDebentures**

 

4.1.          Amount of the Issue: R$ 400,000,000.00 (four hundred millionReais) on the Issue Date.

 

4.2.          Number of Debentures: 40,000 (forty thousand) Debentures.

 

4.3.          Form: Nominal, book-entry Debentures, without issue of deposits orcertificates.

 

4.4.          Convertibility: The Debentures are not convertible intoshares.

 

4.5.          Type: The Debentures are unsecured, and without preference rights.

 

4.6.          Nominal Unit Value: R$ 10,000.00 (ten thousand Reais), onthe Issue Date.

 

4.7.          Series Number: The Issue is made in a single series.

 

4.8.          Maturity: The debentures will have tenor of 120 (one hundred and twenty) calendar months from the Issue Date, withfinal maturity on the first business day of June 2014 (“the Maturity Date”), onwhich date the Issuer undertakes to pay the debentures which are still in themarket, for their Nominal Unit Value, augmented by the due Remuneration.

 

**5.****           ****Remuneration**

 

The Debentures of thisIssue shall have the right to the following remuneration (“the Remuneration”):

 

5.1. Updatingadjustment of the Debentures

 

The nominal value of theDebentures shall undergo updating adjustment as from the Issue Date byapplication of the variation in the IGP-M Inflation Index (“the Index”),calculated and published by the Getúlio Vargas Foundation. This adjustment willbe calculated *pro rata temporis*, per business day, according to thefollowing formula (“the Updating Adjustment”):

 

 

 

Where:

 
| **VNa**   |   | is the updated nominal value calculated to  6 (six) decimal places, without rounding;                                                                                                                                          |
|-----------|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| **VNe**   |   | is the nominal value or balance of nominal  value, calculated to 6 (six) decimal places, without rounding;                                                                                                                     |
| **C**     |   | is the accumulated result of the monthly  variations of the indices used, to 8 decimal places, without rounding;                                                                                                               |
| **NI0**   |   | is the numerical value of the Index for the  month prior to the first month of the period for which the adjustment is  made;                                                                                                   |
| **NI1**   |   | is the numerical value of the Index for the  first month of the period for which the adjustment is made;                                                                                                                       |
| **NI2**   |   | is the numerical value of the Index for the  second month of the period for which the adjustment is made;                                                                                                                      |
| **NIn**   |   | is the numerical value of the Index for the  month prior to the month of updating, up to the monthly-anniversary date.  After the monthly-anniversary date, it is the numerical value of the Index  for the month of updating; |
| **NIn-1** |   | is the numerical value of the Index for the  month prior to month “n”;                                                                                                                                               |
| **dup**   |   | is the whole number of business days from  the last base-date to the date of the updating adjustment;                                                                                                                          |

 

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| ** ** |   | and                                                                            |
|------------|--------|--------------------------------------------------------------------------------|
| **dut**    |   | is the whole number of business days between  the last and the next base-date. |

 

The month of theupdating adjustment is the month between the two consecutivemonthly-anniversary dates of the debentures in question.

 

The monthly-anniversarydate is the first business day of each month.

 

The base-date is thesame day as the date of anniversary in each month.

 

The numerical(index-number) value of the IGP-M index will be used employing an identicalnumber of decimal points to that published by the body which calculates it.

 

The IGP-M will beapplied annually, or in the shortest period permitted by the legislationcurrently in force, in this case without the need for adjustment to therespective Issue Deed or any other formality.

 

5.1.1. If on the date ofmaturity of any of the pecuniary obligations of the Issuer, the IGP-M is notdisclosed, the last prior index number of the IGP-M that was published shall beapplied, calculated *pro rata temporis*,and no financial compensation whatsoever shall be due between the Issuer andthe holders of the Debentures on the occasion of any subsequent disclosure ofthe IGP-M which would have been applicable.

 

5.1.2. In the event that the IGP-M isabolished, or not calculated and/or not disclosed for more than 10 (ten)consecutive days after the date expected for its calculation and/or disclosure,or if any legal impossibility arises preventing the application of the IGP-M tothe Debentures, the Fiduciary Agent shall, within 30 (thirty) calendar daysfrom the event, carry out a meeting of debenture holders, for decision, inagreement with the Issuer, subject to the applicable regulations, of a newparameter for remuneration of the Debentures to be proposed by the Issuer.Until the decision on this parameter, the last prior IGP-M officially publishedshall be used for the calculation of the amount of updating adjustment of theDebentures, augmented by the Remuneration Interest (as defined below), up tothe date of the decision of the meeting of debenture holders.

 

5.1.3. If there is no agreement about the newremuneration between the Issuer and debenture holders representing at least 2/3(two thirds) of the total of the Debentures in circulation (or if there is alack of quorum to decide on the question), the Issuer shall redeem the totalityof the Debentures in circulation, within 30 (thirty) calendar days from thedate of the meeting of debenture holders, for the balance of their Nominal UnitValue plus the remuneration due up to the date of the redemption, calculated *pro rata temporis*, starting from the IssueDate or the date of the last payment of remuneration interest, as the case maybe, using the last IGP-M index officially published. The redemption to whichthis item refers shall not be increased by any premium of any nature.

 

5.1.4. On the maturitydate the updating of value of the Debentures shall be paid by the Issuertogether with the nominal unit value of the Debentures.

 

5.1.5.  On the day on which subscription of the Debenturestakes place, and for the purposes only of ascertaining the subscription price,if there is no publication of the IGP-M index relating to the month in whichthe subscription of the Debentures is taking place, the last previousprojection of the IGP-M index made by Andima (Brazilian Financial MarketInstitutions Association), based on the forecast published by the GetúlioVargas Foundation (FGV), available on the Internet at www.andima.com.br, shallbe used to calculate the updated nominal value of the Debentures, or in itsabsence the last IGP-M index officially published, and no financialcompensation shall be due for payment between the Issuer and the DebentureHolders at the time of the subsequent publication of the IGP-M which would beapplicable.

 

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5.2. RemunerationInterest of the Debentures

 

Interest at 10.5% (ten point five percent)per year, decided on the basis of a bookbuilding procedure, shall be payable onthe Nominal Unit Value, of the Debentures augmented by updating adjustment, andshall be calculated by business days, based on a year of 252 (two hundred andfifty two) days, from the Issue Date (“the Remuneration Interest”). TheRemuneration Interest shall obey the following formula:

 

 

*where**:*

* *
| **J**    |   | is the amount of interest due at the end of  each Capitalization Period (as defined below), calculated to 6 (six) decimal  places, without rounding; |
|----------|--------|------------------------------------------------------------------------------------------------------------------------------------------------------|
| **VNa**  |   | is the Nominal Unit Value, or balance of  Updated Nominal Value, as previously established;                                                          |
| **taxa** |   | is 10.5;                                                                                                                                             |
| **N**    |   | is 252;                                                                                                                                              |
| **n**    |   | is the whole number of business days  between the next and the prior event;                                                                          |
| **DT**   |   | is the whole number of business days  between the date of the next event and the date of the previous event; and                                     |
| **DP**   |   | is the whole number of business days between  the date of the previous event and the present date.                                                   |

 

5.2.1. The RemunerationInterest was approved by the Issuer’s Board of Directors in a meeting held on 23 June 2004, the minutes of which were published on 30 June 2004, in the newspapers *Gazeta Mercantil*, National Edition, *Minas Gerais*and *O Tempo*.

 

5.2.2. The RemunerationInterest shall be paid by the Issuer annually, the first payment to be made 12 (twelve) months after the Issue Date, that is to say on the firstbusiness day of June 2005, and the other payments on the first business days ofJune of the subsequent years, on the compound capitalization basis,*pro rata temporis*per business day.

 

5.2.3. No discounts ofany nature shall be granted to investors in relation to acquisition of theDebentures.

 

**6.****           ****Right of preference**

 

There shall be no right of preference for theIssuer’s present stockholders in subscription of the Debentures.

 

**7.****           ****Conditions of subscription andpayment**

 

7.1.          Price of subscription and form of payment: The price of subscription of the Debenturesshall be their Nominal Unit Value, augmented by the Remuneration, calculated  *pro ratatemporis* from the Issue Date up to the date of payment, according toitem 5 above. The Debentures shall be paid at sight, simultaneously withsubscription, in Brazilian currency.

 

7.2.          Placeof payment: The payments towhich the Debenture Holders are entitled shall be made using, as the case maybe: (i) the procedures adopted by the CBLC (Brazilian Settlement and CustodyChamber)  for Debentures registered inthe BOVESPA FIX trading system; or (ii) the procedures adopted by CETIP (theCustody and Settlement Chamber) for Debentures registered in the NationalDebentures System (SND); or (iii) for Debenture Holders not linked toeither of these systems, through the respective Mandated Recording Bank forthis Issue.

 

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7.3.          Programmedamortization: The Debenturesshall not be the subject of programmed amortization before their respectiveMaturity Date.

 

7.4.          Extensionof payment periods: In theevent that the due date of any payment of any obligation of either of theparties, including the Debenture Holders, coincides with a day which is not aworking or banking business day in the cities of São Paulo (São Paulo State)and/or Belo Horizonte (Minas Gerais State), the period for payment shall bedeemed extended until the next subsequent business day, without any increase inthe amounts to be paid, other than for payments to be made by CETIP or CBLC,for which there shall be extension only when the payment date coincides with aBrazilian nationwide holiday.

 

**8.****           ****Distribution placement andprocedure**

 

8.1. The Debentures shall be the subject ofpublic distribution, under the best efforts distribution regime, withintermediation by financial institutions which are part of the SecuritiesDistribution System, through the SDT, administered by Andima (the BrazilianAssociation of Financial Market Institutions) and operated by Cetip and/orthrough the BOVESPA FIX system of the São Paulo stock exchange with custodyprovided by CBLC.

 

8.2. Subject to the applicable regulatoryprovisions, the intermediary institutions shall carry out the publicdistribution of the Debentures according to a distribution plan adopted in accordancewith §3o of Section 33 of CVM Instruction 400/03, so as to ensure: (i) thatinvestors are treated fairly and equitably; (ii) that the investment isappropriate to the risk profile of the respective clients of the IntermediaryInstitutions, and (iii) that the sales representatives of the IntermediaryInstitutions previously receive a copy of the Prospectus and the Supplement forobligatory reading and that their doubts can be resolved by a person designatedby the Lead Manager of the Issue. The distribution plan was decided as follows:

 

(i)            Prior to the registry of the distribution ofthe Debentures a “roadshow” was carried out as decided by the intermediaryinstitutions in agreement with the Issuer, during which versions of thepreliminary prospectus and the preliminary supplement were distributed;

 

(ii)           after the roadshow, and as decided by the intermediary institutions inagreement with the Issuer, the intermediary institutions began a process ofbookbuilding, subject to the procedures relating to this Issue;

 

(iii)          after the process of bookbuilding, the intermediary institutions consolidatedthe proposals of the investors for subscription of the Debentures;

 

(iv)          after the final remuneration of the Debentures had been decided, thedocuments relating to the Offering of the Debentures were presented to the CVM;

 

(v)           this present announcement of start of distribution is being publishedsubsequent to registry of the Public Offering of Debentures having beenobtained from the CVM,;

 

(vi)          there shall be no minimum or maximum lots for subscription of the Debentures;and

 

(vii)         demand of clients of the intermediary institutions who wish to invest inthe Debentures shall be met preferentially, having in mind the relationship ofthe intermediary institutions with these clients and other considerations of acommercial or strategic nature.

 

**8.2.1. In the terms of the Board Meetings andpursuant to Section 30 of CVM Instruction 400/03, partial distribution of thedebentures shall be allowed and this Issue shall in no way be affected if theDebentures are not subscribed and paid up in their totality. The Debentureswhich are not subscribed and paid up shall be cancelled by the Issuer.Maintenance of this Issue is not conditional on a minimum quantity of Debenturessubscribed or paid up nor on a minimum amount of fundsraised by the Issuer by means of the Issue.**

** **

8.2.2. If the Offering is not finalized, for anyreason, the funds deposited by investors in relation to the Debentures shall bereturned to the respective depositors, in a way and on the conditionsestablished in the 

 

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Supplement, and these funds shall be returned to the investorswithout the addition of interest or monetary adjustment, and with the deductionof the amount relating to the CPMF tax on bank debits. This shall also apply,as the case may be, to investors who make their subscription to the issueconditional at the time of signing the respective subscription bulletins in theevent that their condition is not met on closing of the Debenture offer.

 

8.2.3. A.The Issuer has authorized the leading intermediary institution, at its option,to distribute a supplementary lot of debentures if the demand for thedebentures justifies this. In this event, the quantity of Debentures to bedistributed under this public offering may be increased by up to 15% (fifteenpercent) from the quantity initially offered, subject to the same conditionsand price as the debentures initially offered.

 

8.2.4. The maximum period for publicplacement of the Debentures shall be 5 (five) business days, from the date ofpublication of this announcement of start of public distribution of theDebentures.

 

8.2.5. No fund for maintenance of liquidityof the debentures has been constituted, and no such fund shall be constituted,and no contract for stabilization of price in relation to the Debentures shallbe signed.

 

8.3. Any Debentures which are the subject ofthis public distribution and are not subscribed and paid up shall be cancelled.

 

**9.****           ****Renegotiation**

 

The Debentures of this Issue shall not besubject to programmed renegotiation.

 

**10.****         ****Optionalearly redemption**

 

The Debentures of this Issue shall not besubject to optional early redemption by the Issuer.

 

**11.****         ****Early Acquisition**

 

11.1. Optional Early Acquisition: TheIssuer may, at any time, acquire the Debentures that are in circulation in themarket, for a price not superior to their nominal value plus the remuneration,subject to the terms of Section 55 of Law 6404/76. The Debentures which are thesubject of such acquisition may be cancelled, remain in the Issuer’s treasury,or be placed in the market again.

 

11.2. Obligatory Early Acquisition: Ifthere is a change in the direct or indirect stockholding control of the Issuer,the Issuer shall be obliged to acquire the Debentures of this issue which arein circulation, at the option of the respective Debenture Holders who do notaccept to remain as holders of Debentures of the Issuer after the change in itsstockholding control. The offer to purchase shall be notified to theseDebenture Holders by means of a specific advice published within 15 (fifteen)calendar days from the date of effective change of stockholding control, with aperiod of not less than 60 (sixty) calendar days from the publication of thenotice and in accordance with the procedures described in this notice. Theacquisition of the Debentures by the Issuer shall take place on the 30th(thirtieth) calendar day after the last day of the period for Debenture holdersto express an opinion, for their Nominal Value, augmented by the Remuneration,as specified in item 5 above. For the purposes of this item, there shall occura “change in stockholding control” if the present controlling stockholder ofthe Issuer, the Government of the State of Minas Gerais, directly orindirectly, ceases to hold the equivalent of at least 50% (fifty percent) plusone of the total of shares representing the voting capital of the Issuer.

 

**12.****         ****Trading**

 

TheDebentures shall be registered for trading on the secondary market, on the (i)SND (National Debentures System), administered by Andima and operated by Cetipand/or (ii) on the BOVESPA FIX, of the São Paulo stock exchange, with custodyby CBLC.

 

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**13.****         ****Target Investing Public**

 

The target public ofthis offering consists of all investors, in general.

 

**14.****         ****Inappropriateness of Investment in the Debentures**

 

Thepresent issue is **not**appropriate for investors who (i) need considerable liquidity in relation tothe securities acquired, since trading in Debentures in the Brazilian secondarymarket is restricted, and (ii) are not willing to run the credit risk of thecompanies of the Brazilian electricity sector.

 

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**II****            ****INTERMEDIARY INSTITUTIONS**

 

**Lead Manager:**

 

UNIBANCO - União de Bancos Brasileiros S.A.

Av. Eusébio Matoso, 891

CEP 05423-901, São Paulo, SP

Tel: (11) 3097-1213

Fax: (11) 3813-2675

Internet: www.unibanco.com.br

 

**Co-Lead Managers:**

 

Banco Itaú BBA S.A.

Avenida Brigadeiro FariaLima, 3400, 5th floor

CEP 04538-132, São Paulo, SP

Tel: (11) 3708-8717

Fax: (11) 3708-8107

Internet: www.itaubba.com.br

 

BB-Banco de Investimento S.A.

Rua Lélio Gama, 105, 28th floor

CEP 20301-080, Rio de Janeiro, RJ

Tel: (21) 3808-3773

Fax: (21) 3808-3239

Internet: www.bb.com.br

 

**III****           ****MANDATED RECORDING BANK**

 

Banco Itaú S.A.

Avenida Engo. Armando de Arruda Pereira, 707 – 9th floor

CEP 01014-919, São Paulo, SP

 

**IV****          ****FIDUCIARYAGENT**

 

Pavarini Distribuidora de Títulos e ValoresMobiliários Ltda.

Rua Sete de Setembro, 99 – 16th floor

CEP 20050-005, Rio de Janeiro, RJ

 

**V****            ****REGISTRATION OF THE ISSUE WITHTHE CVM**

 

**THE PRESENT ISSUE WAS REGISTERED WITH THE CVM (BRAZILIANSECURITIES COMMISSION) UNDER NUMBER CVM/SRE/DEB/2004/015, ON 19 JULY 2004.**

 

**VI****          ****DATE OF START OF PUBLICDISTRIBUTION**

 

The date of start of the public distributionis 2 August 2004.

 

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**VII****         ****THE PROSPECTUS, THE SUPPLEMENT, ADDITIONAL INFORMATION AND SERVICE TODEBENTURE HOLDERS**

 

The Prospectus and the Supplement of thepresent offering are available at the head offices and on the web pages of theintermediary institutions of the present Issuer, and of the CVM, Cetip andCBLC.

 

Further information can be obtained from theintermediary institutions of the present issue or the CVM.

 

In addition to the addresses of theintermediary institutions, the Mandated Recording Bank and the Issuer, wepresent below other important addresses:

 
| **CVM (Comissão de Valores  Mobiliários)**         |   | **Cetip**–**Settlement and Custody Chambe** |
|--------------------------------------------------------------|--------|--------------------------------------------------|
| ** **                                                   |   | ** **                                       |
| 1)  Rua Sete  de Setembro, 111 – 5th floor, Centro |   | Rua  Líbero Badaró, 425, 24th floor    |
| CEP 20159-900, Rio de Janeiro – RJ                      |   | CEP 01009-000 São Paulo, SP                 |
| 2)  Rua  Formosa, 367 – 20th floor, Centro         |   | www.cetip.com.br                                 |
| CEP 01049-000, São Paulo – SP                      |   |                                             |
| **www.cvm.gov.br**                                           |   |                                             |
| ** **                                                   |   |                                             |
| **CBLC – Brazilian Settlement and Custody Company**     |   |                                             |
| ** **                                                   |   |                                             |
| Rua  XV de Novembro, 275.                                    |   |                                             |
| CEP 01013-001São Paulo, SP                         |   |                                             |
| www.cblc.com.br                                         |   |                                             |

 

 

***THE REGISTRATION OF THISDISTRIBUTION DOES NOT IMPLY ANY GUARANTEE BY THE CVM OF THE TRUTHFULNESS OF THEINFORMATION PROVIDED OR ANY JUDGMENT ON THE QUALITY OF THE ISSUER, NOR ON THEDEBENTURES TO BE DISTRIBUTED.***

 

 
| ** ** | ***This  public offering was prepared in accordance with the provisions of the Auto-Regulation  Code of Anbid for public offerings of securities, registered in the Fifth  Public Registry Office of documents of Rio de Janeiro, under number 497585,  meeting the minimum standards of information therein contained, and Anbid has  no responsibility for the said information, for the quality of the  Issuer/Offering Party or of the participating institutions or for the  securities which are the subject of this offer.*** |
|------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

 
|  |  |  |
|--|--|--|

 

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