Exhibit 2.4

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                  FIRST SUPPLEMENTAL FISCAL AGENCY AGREEMENT

                                     among

                  COMPANHIA ENERGETICA DE MINAS GERAIS--CEMIG
                                    Issuer

                                      and

                           THE CHASE MANHATTAN BANK
           Fiscal Agent, Registrar, Paying Agent and Transfer Agent

                                      and

                               CHASE TRUST BANK
                            Principal Paying Agent

                                      and

                     CHASE MANHATTAN BANK LUXEMBOURG S.A.
                        Paying Agent and Transfer Agent

                         Dated as of October 11, 2001

                          ---------------------------

                             9.125% Notes Due 2004

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<PAGE>

     FIRST SUPPLEMENTAL FISCAL AGENCY AGREEMENT, dated as of October 11, 2001
(the "First Supplemental Fiscal Agency Agreement"), to a Fiscal Agency
Agreement, dated as of November 18, 1996 (the "Fiscal Agency Agreement"),
among Companhia Energetica de Minas Gerais--CEMIG (the "Issuer"), a sociedade
de economia mista (mixed capital company) organized under the laws of the
Federative Republic of Brazil, The Chase Manhattan Bank, a New York banking
corporation organized under the laws of the State of New York, as fiscal agent
(the "Fiscal Agent"), registrar, paying agent and transfer agent, Chase Trust
Bank, a banking corporation organized under the laws of Japan, as principal
paying agent and transfer agent, and Chase Manhattan Bank Luxembourg S.A., a
societe anonyme organized under the laws of Grand Duchy of Luxembourg, as
paying agent and transfer agent.

                                   RECITALS

     WHEREAS, the Issuer has authorized the offer and sale of U.S.$150,000,000
aggregate principal amount of 9.125% Notes due 2004 of the Issuer (the
"Securities") in accordance with the Fiscal Agency Agreement;

     WHEREAS, the Issuer and the Fiscal Agent are parties to the Fiscal Agency
Agreement;

     WHEREAS, the Issuer and the Fiscal Agent have agreed to amend the Fiscal
Agency Agreement as hereinafter provided (as so amended, the "Fiscal Agency
Agreement") in order to allow, on presentation and surrender of Securities,
for such Securities to be purchased from the holder thereof at the applicable
redemption price, together with interest, if any, to the date fixed for
redemption;

     WHEREAS, all conditions and requirements of the Fiscal Agency Agreement
necessary to make this First Supplemental Fiscal Agency Agreement a valid,
binding and legal instrument in accordance with its terms have been performed
and fulfilled by the parties hereto and the execution and delivery thereof
have been in all respects duly authorized by the parties hereto;

     NOW THEREFORE:

     For and in consideration of the mutual premises and agreements herein
contained, the Issuer and the Fiscal Agent covenant and agree that the Fiscal
Agency Agreement is supplemented and amended, to the extent and for the
purposes expressed herein, as follows:

<PAGE>

I.  AMENDMENT TO THE FISCAL AGENCY AGREEMENT

    The first paragraph of subsection (f) of Section 7 of the Fiscal Agency
Agreement is hereby amended and restated in its entirety as follows:

        "(g)If notice of redemption has been lodged with the Fiscal Agent by a
        holder as provided in Paragraph 6(b) of the Securities and received by
        the Fiscal Agent not less than 30 nor more than 60 calendar days prior
        to the redemption date, the Securities specified in such notice shall
        become due and payable on the date specified in the Securities at the
        applicable redemption price, together with accrued interest, if any,
        to the date fixed for redemption and Additional Amounts, if any (the
        "Redemption Price"). On presentation and surrender of such Securities
        on the date and at the place or places of payment specified in the
        Issuer's notice pursuant to subsection (d) above, the Company, at its
        sole option, may either (A) pay and redeem such Securities or (B)
        purchase such Securities or cause such Securities to be purchased from
        the surrendering holders thereof without redeeming or cancelling such
        Securities, in each case at the Redemption Price. On and after such
        date, interest on such Securities shall cease to accrue to such
        surrendering holders and no payment shall be made to such surrendering
        holders in respect thereof. References to the redemption of Securities
        contained in this Section 7 and in the Securities are deemed to be
        references to either the redemption or purchase of Securities as
        described in this paragraph."

II. MISCELLANEOUS

    A.  Incorporation of the Fiscal Agency Agreement. All of the provisions of
        this First Supplemental Fiscal Agency Agreement shall be deemed to be
        incorporated in, and made a part of, the Fiscal Agency Agreement; and
        the Fiscal Agency Agreement, as supplemented and amended by this First
        Supplemental Fiscal Agency Agreement, shall be read, taken and
        construed as one and the same instrument.

    B.  Headings. The headings of the paragraphs and subparagraphs of this
        First Supplemental Fiscal Agency Agreement are inserted for
        convenience of reference and shall not be deemed to be a part hereof.

    C.  Counterparts. This First Supplemental Fiscal Agency Agreement may be
        executed in any number of counterparts, each of which so executed
        shall be deemed to be an original, but all such counterparts shall
        together constitute but one and the same instrument.

    D.  Successors. All covenants and agreements in this First Supplemental
        Fiscal Agency Agreement of the Issuer and the Fiscal Agent shall bind
        their respective successors.



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<PAGE>

    E.  Separability Clause. In case any provision in this First Supplemental
        Fiscal Agency Agreement shall be invalid, illegal or unenforceable,
        the validity, legality and enforceability of the remaining provisions
        shall not in any way be affected or impaired thereby.

    F.  Benefits of First Supplemental Fiscal Agency Agreement. Nothing in
        this First Supplemental Fiscal Agency Agreement, express or implied,
        shall give to any person, other than the parties hereto and their
        successors hereunder and the holders, any benefit or any legal or
        equitable right, remedy or claim under this First Supplemental Fiscal
        Agency Agreement.

    G.  Terms Defined. Except to the extent that a term is ascribed a specific
        meaning herein, all terms defined in the Fiscal Agency Agreement have
        the same meanings herein as defined therein.

    H.  Governing Law. This First Supplemental Fiscal Agency Agreement shall
        be governed by, and construed in accordance with, the laws of the
        State of New York.

                            [Signatures Next Page]



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          IN WITNESS WHEREOF, the parties hereto have caused this First
Supplemental Fiscal Agency Agreement to be duly executed as of October 11,
2001.

                                   COMPANHIA ENERGETICA DE MINAS
                                   GERAIS--CEMIG
                                   As Issuer

                                   By: /s/ Djalma Bastos de Morais
                                       ---------------------------------------
                                           Name: Djalma Bastos de Morais
                                           Title: Chief Executive Officer

                                   By: /s/ Cristiano Correa de Barros
                                       ---------------------------------------
                                           Name: Cristiano Correa de Barros
                                           Title: Chief Financial Officer

                                   THE CHASE MANHATTAN BANK
                                   As Fiscal Agent, Registrar, Paying Agent and
                                   Transfer Agent

                                   By: /s/ William Potes
                                       ---------------------------------------
                                           Name: William Potes
                                           Title: Assistant Treasurer

                                  CHASE TRUST BANK
                                  As Principal Paying Agent

                                  By: /s/ William Potes
                                      ----------------------------------------
                                          Title: Assistant Treasurer

                                  CHASE MANHATTAN BANK LUXEMBOURG S.A.
                                  As Paying Agent and Transfer Agent

                                  By: /s/ William Potes
                                      ----------------------------------------
                                          Name:  William Potes
                                          Title: Assistant Treasurer



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