**Exhibit 4.15**

******

**Announcement of start of publicdistribution of Senior Units in**

**THE CEMIG CRCRECEIVABLES FUND**

(CEMIG - FUNDO DE INVESTIMENTO EM DIREITOS CREDITÓRIOSCONTA CRC)

## **Issuer**

****

#### *Risk rating ofthe Senior Units*

#### *by FitchRatings: A-****(bra)***

BANCO ITAÚ BBA S.A**., a financial institutionwith head office at  Av. Brigadeiro FariaLima, nr. 3400, 4o andar , São Paulo, São Paulo State, registered in theCNPJ/MF under No. 17.298.092/0001-30 (“the Lead Manager”) and**BANCO BRADESCO S.A.**, a financial institutionwith head office at the “Cidade de Deus” Administrative Center, Vila Yara,Osasco, São Paulo State, registered in the CNPJ/MF under No. 60.746.948/0001-12(herein, “Joint Manager”)(when referred to jointly, “the OfferingManagers”), hereby inform the public of the beginning of publicdistribution of 900,000,000 (nine hundred million) Senior Units issued by**CEMIG— FUNDO DE INVESTIMENTO EM DIREITOS CREDITÓRIOS CONTA CRC **(“theFund”, “the Senior Units, and “the Offering”), administeredby**Intrag Distribuidora de Títulos e Valores Mobiliários Ltda.**, a limited company operating as a financial institution, with headoffice at Praça Alfredo Egydio de Souza Aranha 100, Torre Itaúsa, São Paulo, São Paulo State, registered in the CNPJ/MFunder No. 62.418.140/0001-31 (“the Administrator”), with unitissue value of R$ 1.00 (one Real) (“the Issue Unit Value”), makingup a total of:**

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###### **R$ 900,000,000.00**

The Senior Units’ISIN Code: BRFCMGCTF005

TheFund will issue a single series of Senior Units, the subject of this Offering,and 760,125,012 (seven hundred and sixty million, one hundred and twenty five thousandand twelve) subordinated units (“the Subordinated Units”) (when jointlywith the Senior Units, “the Units”), which shall be subscribed and fullypaid up solely by Companhia Energética de Minas Gerais — Cemig (“the Issuer”).

 

**Theobjective of the Fund is to provide to its Unit Holders, subject to theinvestment policy, which governs composition and diversification of theportfolio and is defined in the Regulations of the Fund, growth in value oftheir Units by means of acquisition by the Fund of (i) Credit ReceivableRights, on a permanent basis, with co-guarantee and other obligations assumedby the Issuer up to the expiry of the initial period of 10 (ten) years from theDate of Issue of the Senior Units (“the Initial Period”), arising fromthe *Contract to Assign the OutstandingBalance on the CRC (Results Compensation) Account,)*signed betweenthe Issuer and the State of Minas Gerais (“the Assigned Debtor”) on May 31,1995, as amended afterwards (“the CRC Contract”), together with all therights, inflation correction, increases, privileges, preferences, prerogativesand actions thereto related, including the guarantees which assure them — allin accordance with the terms of the CRC Contract; and (ii) financialassets.**

 

**The Fundwas constituted as a closed-condominium fund, and its period of duration is(thirty) years, from the Date of Issue of the Units (“the Period of Duration”),subject to the provisions of the Regulations, which were registered at the 6****th**** Securities and Documents Notary’s Office ofthe city of São Paulo, São Paulo State, on January 19, 2006, under No. 1325548.The fund is governed by the provisions of its Regulations, by Instruction356/2001, as amended by Instruction 393/2003, of the Brazilian SecuritiesCommission (CVM — *Comissão de Valores Mobiliários*)(respectively “CVM Instruction 356” and “the CVM”), and otherapplicable provisions of law and regulations.**

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**1.****Characteristics of the Offeringand the Fund**

*1.1. The Offering*

TheLead Manager was contracted by the Administrator to carry out the Offeringexclusively in the Brazilian market, under the regime of firm guarantee ofplacement in the over-the-counter market. The Joint Manager was the institutionsub-contracted by the Lead Manager to carry out the Offering.

*1.2. Target public*

**The target public of the Offering is:qualified investors.**

**Only the following may acquire SeniorUnits of the Fund: investment funds classified as “fixed income” and “multi-market”,under Sub-item II of Clause 91 of CVM Instruction 409/04 that are qualified toacquire units issued by credit receivables investment funds, and thoseinvestors considered as qualified under CVM Instruction 409/04, that is to say:(i) financial institutions; (ii) insurance companies and annuitycapitalization companies; (iii) open and closed complementary privatepension plan organizations; (iv) individuals or legal entities that havefinancial investments in excess of R$ 300,000.00 and which additionallyattest in writing, in a document of their own drafting, that they are qualifiedinvestors; (iv) investment funds destined exclusively for qualifiedinvestors; and (v) portfolio managers and securities consultantsauthorized by the CVM, in relation to their own funds.**

***1.3. Registration of the Offering***

**The Fund and the distribution of itsSenior Units were registered with the CVM****on January 20, 2006,under No. CVM/SRE/RFD/2006/004****.**

***1.4. Date of Issue***

**The Date of Issue shall be the firstpaying-in date of the Senior Units.**

*1.5. Quantity of Senior Units under theOffering*

Thesingle series of Senior Units shall consist of a total of 900,000,000 (ninehundred million) Senior Units, which are book-entry securities and maintainedin a deposit account in the name of their respective holders, corresponding topure fractions of the net assets of the Fund (“the Net Assets”).

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* *

*1.6. Unit value of the Issue*

The Unit value of the issue is R$ 1.00 (one Real)on the Issue Date.

*1.7.Parameters of Return of the Senior Units*

The Fund shall seek to achieve, for its Senior Units, a Parameter ofReturn corresponding to 100% (one hundred per cent) ofthe variation in the DI Rate, plus a coupon of fixed interest at 1.70% (onepoint seven zero per cent) per year, on the 252 business days basis. TheParameter of Return does not represent nor should it be considered to be, inany circumstance whatsoever, a promise, obligation, guarantee or suggestion ofreturn by the Manager to the Senior Unit Holders. The holders of the Senior Unitshall not under any circumstances be entitled, at the time of amortization orredemption of their Senior Units, to remuneration in excess of the Parameter ofReturn, which represents the maximum limit of remuneration possible for theSenior Unit Holders. There is no predetermined Parameter of Return for theSubordinated Units.

*1.8.Dates of Amortization*

During theInitial Period, the Senior Units shall be amortized in 20 (twenty) six-monthlyinstallments, in up to 2 (two) business days from the respective Dates ofProgrammed Payment (that is to say, June 30 and December 31), or, ifthese are not business days, the respective immediately following business days (“theAmortization Dates”), provided at all times that the Net Assets so permit, andthe 20th Amortization Date shall bethe Date of Redemption of the Senior Units.

The Senior Units may bethe subject of Extraordinary Amortization in accordance with Clause 38 of theRegulations.

*1.9. Redemption Date*

The redemption date of the Senior Units shall be December 31,2015 (“the Redemption Date”).

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The Senior Units may be the subject of earlyredemption if a Liquidation Event, as described in Clause 49 of theRegulations, occurs.

*1.10. Requirements for constitution andfunctioning of the Fund*

Within 90 (ninety) days of the Dateof Issue of the Units, the Fund shall allocate at least 50% (fifty per cent)and a maximum of 100% (one hundred per cent) of its Net Assets in CreditReceivable Rights.

*1.11. Investment policy, composition anddiversification of the portfolio of the Fund*

**Theinvestments of the Fund in Credit Receivable Rights and financial assets shallbe subordinated to the requirements for composition and diversification asestablished by the regulatory rule in effect, subject at all times to theprovisions of Chapter 6 of the Regulations. The Fund shall allocate a minimumof 50% of its Net Assets in Credit Receivable Rights, and the remaining balancemay be maintained in cash (Brazilian currency) or invested in financial assetsauthorized by the Regulations. The table below summarizes the possible types ofinvestment and the limits of composition of the portfolio of the fund:**

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| **Composition of the portfolio and maximum percentage in relation to Net Assets** | ** ** | ** **                                                                                                                                                                | ** ** | **Minimum** | ** ** | **Maximum** |
|------------------------------------------------------------------------------------------------------------------------------------------|------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------|-------------|------------|-------------|
| ** **                                                                                                                               | ** ** | ** **                                                                                                                                                                | ** ** | ** **  |
| **a)**                                                                                                                                   |       | Credit  Receivable Rights                                                                                                                                                 | ** ** | **50%**     | ** ** | **100%**    |
| ** **                                                                                                                               |       |                                                                                                                                                                      | ** ** | ** **  | ** ** | ** **  |
| **b)**                                                                                                                                   |       | Cash  (Brazilian currency)                                                                                                                                                | ** ** | **0%**      | ** ** | **50%**     |
| ** **                                                                                                                               |       |                                                                                                                                                                      | ** ** | ** **  | ** ** | ** **  |
| **c)**                                                                                                                                   |       | Public  securities issued by the Brazilian National Treasury or Brazilian Central  Bank                                                                                   | ** ** | **0%**      | ** ** | **50%**     |
| ** **                                                                                                                               |       |                                                                                                                                                                      | ** ** | ** **  | ** ** | ** **  |
| **d)**                                                                                                                                   |       | Commitment transactions having  Authorized Institutions as counterparty, and public securities issued by the  Treasury or the Central Bank as underlying source of value. | ** ** | **0%**      | ** ** | **50%**     |
|                                                                                                                                          |            |                                                                                                                                                                           |            |             |            |             |  |  |

** **

**The Fund isprohibited from: (a) acquiring assets or investing funds in equities orinstruments linked to exchange rate variation; (b) carrying outtransactions in any derivatives market; and (c) day trading, defined astransactions begun and ended on the same day, whether or not the Fundpreviously held or holds a position in the asset concerned.**

**For furtherinformation on the investment policy, composition and diversification of theportfolio of the Fund, see Chapter 5 of the Regulations.**

***1.12. Unit Holders’ right to vote***

**Eachholder of a Senior Unit has the right to one vote at the General Meetings ofthe Fund. The Subordinated Units shall have the right to vote restricted to thematters specified in Chapter 17 of the Regulations.**

*1.13. Period of placement of the Offering*

TheSenior Units shall be distributed by the Offering Managers within a maximum of180 (one hundred and eighty) calendar days from the date of obtainingregistration of the public distribution of the Senior Units (“the PlacementPeriod”).

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* *

*1.14. Subscription of the Senior Unitsduring the Placement Period*

**At the time of subscription of theUnits in the primary market, each Unit Holder shall sign the respectivesubscription and paying-in slip (which shall also be signed by theAdministrator), the declaration of Qualified Investor Status, and the Statementof Risk Acknowledgement and acceptance of the Regulations.**

1.15.Paying-in date

TheUnits can be  fully paid from **January 26,2006**on, through electronic transfer (TED) to thecurrent account of the Fund, indicated by the Administrator.

*1.16. Paying-in of the Senior Units*

**The Units shall be issued for theirIssue Unit Value on the Date of Issue, or on the date on which the funds aremade available to the Fund by the Qualified Investors (Unit Value on T + 0).**

*1.17.Minimum investment value*

Theminimum individual investment value per Qualified Investor interested inacquiring Senior Units in the Offering shall be R$ 25,000.00 (twenty fivethousand Reais).

***1.18. Distribution and trading of the Senior Units***

**The Senior Units shall be registeredfor trading, in the secondary market with an entity that participates in theorganized over-the-counter market, subject to the responsibility of theOffering Managers to ensure that only Qualified Investors acquire Senior Unitsin the Fund.**

**2. The Credit Receivable Rights**

**The Credit Receivable Rights acquiredby the Fund are the credit rights arising from the Assignment of Credit Rightsunder the CRC Contract, for the period thereof and on the conditionsestablished in the****CRCContract****. The Credit Receivable Rights consist of all and anyrights, inflation or monetary correction, additions, privileges, preferences,prerogatives and actions thereto related.**

 

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**3. Administrator**

*3.1. Functions*

**The Fund is administered by**Intrag Distribuidora de Títulos e ValoresMobiliários Ltda.**The Administrator shall administer the Fund incompliance with its obligations with the diligence and rectitude which anyactive and proper man should employ in the conduct of his own business,practicing all its acts in strict obedience to the law, the regulatory rules,especially those of the CVM, of the Regulations and of the decisions of theGeneral Meeting of the Fund, and the duties of diligence, loyalty, informationto the Unit Holders and defense and preservation of their rights.**

For further information inrelation to the Administrator and its functions see the Prospectus and Chapter3 of the Regulations.

*3.2 Remuneration of the Administrator*
| **Administration fee:** |   | The administration fee is  composed of: (i) a fixed sum of R$1,900.00/month (one thousand, nine  hundred Reais per month), updated annually by the variation in the IGP-M  Inflation Index, plus the greater of either (i) 0.04% (four hundredths  of one per cent) per year on the Net Assets of the Fund, or  (ii) R$25,000.00 (twenty five thousand Reais), per month, updated  annually by the variation in the IGP-M Inflation Index. The administration  fee will be calculated on the basis of a year of 252 (two hundred and  fifty-two) business days, and provisioned daily, based on the Net Assets of  the immediately prior business day, and shall be paid on or before the 5th business  day of each calendar month |
|-------------------------|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| ** **              |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| **Entrance fee:**       |   | None                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| ** **              |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| **Exit fee:**           |   | None                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| ** **              |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| **Performance fee:**    |   | None                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |

 

**4.Custodian and Recording Agent**

TheAdministrator has contracted Banco Itaú S.A., a financial institution with headoffice at Praça Alfredo Egydio de Souza Aranha 100, Torre Itaúsa, to providethe services of stockholder book entry, the functions of Controller of theFund, financial settlement, and custody of the assets of the Fund, includingthe services referred to by Clause 38 of CVM Instruction 356.

 

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**5. Auditing Company**

TheAuditing Company is KPMG Auditores Independentes or its successor in theexercise of its functions, being responsible for the review of the financialstatements and the accounts of the Fund and for analysis of its situation andthe activity of the Administrator.

**6. RiskRating Agency**

The SeniorUnits of the Fund shall have their risk rating attributed by Fitch RatingsBrasil Ltda., a specialized risk rating agency contracted by the Fund. The riskclassification of the Senior Units shall be reviewed quarterly and disclosed tothe Unit Holders in the manner provided for in the Regulations.

**7. Criteria for disclosure of information tothe Unit Holders**

The acts,facts, decisions or subjects related to the interests of the Unit Holders shallbe disclosed by means of a published announcement, in the form of a notice, inthe newspaper *Gazeta Mercantil*,or, if this should be impossible, in a vehicle of equivalent circulation andreach.

**8. Other information**

Theterms and expressions, in singular or plural, used in this present Announcementand not herein defined have the meaning attributed to them by the Regulations.

Furtherexplanations in relation to the Offering, and copies of the Regulations and theProspectus may be obtained from the Offering Managers, the Administrator and/orthe CVM, at the following addresses:

Companhia Energética deMinas Gerais — Cemig

**Avenida Barbacena, 1200**

**Belo Horizonte, MG, Brazil**

**www.cemig.com.br**

 

Banco Itaú BBA S.A.

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** **

**Avenida Brigadeiro Faria Lima, 3400,5****th**** Floor**

**São Paulo, SP, Brazil**

**www.itaubba.com.br**

 

Banco Bradesco S.A.

**Avenida Paulista, 1450 — 3****rd**** Floor**

**São Paulo, SP, Brazil**

**www.shopinvest.com.br**

** **

**Administrator:**

IntragDistribuidora de Títulos e Valores Mobiliários Ltda.

PraçaAlfredo Egydio de Souza Aranha, 100, Torre Itaúsa

SãoPaulo, São Paulo, Brazil

**Custodian and Recording Agent:**

BancoItaú S.A.

PraçaAlfredo Egydio de Souza Aranha, 100, Torre Itaúsa

The Securities Commission (CVM)

**Rua Sete de Setembro, 111 — 5****th**** Floor**

**Rio de Janeiro, RJ, Brazil**

**or**

**Rua Líbero Badaró 471, 7****th**** Floor**

**São Paulo, SP, Brazil**

**www.cvm.gov.br**

 

investment in the fundsubjects the investor to risks, as described in the sector of the prospectusentitled “risk factors”.

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investmentsin the fund referred to in the prospectus and the regulations present risks tothe investor. even if the administrator maintains a risk management system,there is no guarantee of complete elimination of the possibility of losses forthe fund and for the investor. any return obtained in the past by investors ininvestment funds of this nature does not represent a guarantee of futurereturns.

theinvestments made in the fund do not have the guarantee of the issuers, nor ofthe administrator, nor of their respective related parties, nor of anymechanism of insurance, nor of the credits guarantee fund (fgc).

thecontent of this notice is in accordance with the regulations and theprospectus, but does not replace them. before deciding to acquire units,potential investors should read the prospectus and the regulations carefully,with special attention to the provisions relating to the objective, investmentpolicy, composition and diversification of the portfolio of the fund, and thedescription of the risk factors to which it is exposed.

The Fund and the distribution of its Senior Units were registered withthe CVM on January 20, 2006, underNo. CVM/SRE/RFD/2006/004.

***The******CVM**does not guarantee thetruth of the information provided, nor does it make any judgment on the qualityof the Fund, the Administrator or the Units of the Fund.***

**The Offer shall begin on today’s date, that is, January 26, 2006.**

 
| **Lead Manager** | ** ** | **Joint Manager** | ** ** | **Administrator** |
|------------------|------------|-------------------|------------|-------------------|
|             |       |                   |       |                   |

 

 

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