**Exhibit 4.21**

** **

**Announcementof Commencement of Public Distribution of the Second Issue of Commercial Paper Securities by**

 

 

 

LISTED COMPANY

CNPJ No 06.981.176/0001-58

Av. Barbacena, 1200, 12th Floor,B1 Wing, Santo Agostinho,

BeloHorizonte, Minas Gerais, Brazil

 

ISIN:BRCMGTNPM015

 

***Lead Manager:***

 

In the amount of

 

R$ 200,000,000.00

 

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1.             CORPORATEDECISIONS

 

The Second Issue ofCommercial Promissory Notes (“the Offering”, “the Issue”, and “the Securities”)was approved at a meeting of the Board of Directors of Cemig Geração eTransmissão S.A. (“Cemig Geração e Transmissão”, the “Issuer” or “the Company”)held on October 30, 2007 (“the Board Meeting”). 

 

2.             INFORMATIONABOUT THE ISSUE

 

2.1.          Totalamount of the Issue

 

The total amount ofthe issue is R$ 200,000,000.00 (two hundred million Reais).

 

2.2.          Quantityof Securities 

 

The issue is made upof 20 (twenty) Commercial Paper Securities (Promissory Notes).

 

2.3.          Nominalunit value

 

The par value (“theNominal Unit Value”) of the Securities is R$ 10,000,000.00 (ten million Reais).

 

2.4.          Series

 

The Securities willbe issued in a single series.

 

2.5.          Remuneration

 

Remunerationinterest shall be due, at the rate of 101.5% (one hundred and one point fiveper cent) of the average daily rate for interbank deposits known as the “DIover extra-grupo Rate”, expressed in the form of an annual rate in per cent, onthe 252 (two-hundred-and-fifty-two)-business-day, calculated and publisheddaily by the CETIP (Custody and Settlement Chamber) in its daily bulletin availableon its Internet page (http://www.cetip.com.br) (“The DI Rate” and “theRemuneration”). The Remuneration shall be calculated exponentially andcumulatively pro rata tempore per business day, applicable to the Nominal UnitValue of each Promissory Note from the date of the actual subscription andpaying-up (“Issue Date”) of the Securities up to the respective Maturity Date,in accordance with the following formula:

 

J = VNe X (*InterestFactor*– 1) ,

Where:

 

J =              unitvalue of the remuneration interest, calculated to 6 (six) decimal places,without rounding, payable at the end of the Capitalization Period.

 

VNe =        theNominal Value of the issue, published/calculated to 6 (six) decimal places,without rounding.

 

InterestFactor =      product of the DI Rates, summed exponentially witha percentage factor, from the start date of the Capitalization Period,inclusive, up to the date of termination of Capitalization Period exclusive,calculated to 8 (eight) decimal places, with rounding, as found by thefollowing formula:

 

Where:

 
| Interest Factor = |        |
|-------------------|--------|
|              | n =    | the total number of days of the DI Rate used in the updating of the  asset, where “n” is a whole number. |   |
|              |   |   |   |
|              | P =    | 101.5% (percentage applied to the DI Rate). |   |
|              |   |   |   |
|              | TDIk = | the DI Rate, expressed by day, calculated to 8 (eight) decimal  places, with rounding, as follows: |   |
|                   |        |  |  |  |

 

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

 

Where:

 

DIk =         TheDI Rate published by CETIP, valid for 1 (one) business day (“overnight”), usedto 2 (two) decimal places. “Capitalization Period”:         This is the time interval starting on the IssueDate, inclusive, and ending on the date of payment of the Nominal Unit Value ofthe Security, exclusive, plus the Remuneration.

 

If at any time during the period of validity of the Securities the DIRate is not published, the last previous available DI Rate shall be applied,and in this event no offsetting between the Issuer and the holders of theSecurities shall be payable when the DI Rate that would be applicable issubsequently published. 

 

If the DI Rateceases to be published for a period of more than 10 (ten) days, or if it isabolished or if there is a legal impossibility of application of the DI Rate tothe Securities, the legal parameter which is established, if any, shall be usedin substitution of it. If there is not a substitute legal parameter for the DIRate, then the weighted average rate of remuneration of Brazilian short-termfederal public securities with maturity of 180 (one hundred and eighty) daystraded in the prior 30 (thirty) days, at the time of the occurrence, shall beused.

 

For the purposes ofthe Issue, the expression “Business Day” means any day, with the exception ofSaturdays, Sundays, and national holidays.

 

2.6.          Dateof Issue and form of paying-up

 

For all intents andpurposes, the Date of Issue of the securities shall be the date of their actualsubscription and paying-up (“the Issue Date”). The securities shall besubscribed for Nominal Unit Value, in Brazilian currency, at sight, on the dateof subscription

 

2.7.          SubscriptionPrice

 

The securities shallbe subscribed for their Nominal Unit Value (“the Subscription Price”).

 

2.8.          Periodof subscription and paying-up

 

The Securities mustbe subscribed and paid-up within 10 (ten) business days from the date ofpublication of this Announcement of Commencement of Distribution of CommercialPaper Securities (“the Commencement Announcement”), subject to the provisionsof item 4.2 below. 

 

2.9.          Form

 

The Security shallbe nominal, and issued in physical form, and shall be held on deposit at aninstitution qualified to provide the services of custody. The Securities shallbe transferred by nominal endorsement, resulting in simple transfer ofownership.

 

2.10.        Useof proceeds 

 

The proceeds fromthe public distribution of the Securities will be used:

 

**·**      to replenish the cash used in the payment of principal of the company’sdebt taking place since January 2007 up to the date of receipt of the funds,estimated at R$161.5 million, among which an important element is payment ofR$143.0 million to the Brazilian Development Bank (BNDES);

 

·      to pay debts becoming due by the end of the year estimated at R$ 38.5million.

 

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2.11.        Earlyredemption

 

The Company mayeffect early redemption of the Securities, at its exclusive option, providedthat the holders thereof are in agreement, in accordance with the applicablelegislation. In the event of partial early redemption, this shall take place bylottery, in accordance with Paragraph one of Article 55 of Law 6404 of December17, 1976, as amended. 

 

2.12.        Periodof Maturity

 

The maturity periodof the Promissory Notes shall be 180 (one hundred and eighty) calendar daysfrom the date of subscription (“the Maturity Date”).

 

2.13.        Earlymaturity events

 

The holders of theSecurities may declare automatic early maturity of all the obligations arisingfrom the Securities that they hold and demand immediate payment by the issuerof the Nominal Unit Value of the Securities plus the Remuneration and chargescalculated pro rata tempore, from the Issue Date, by letter formally deliveredor with advice of receipt addressed to the head office of the Issuer, in any ofthe following events:

 

i)              decree of bankruptcy of the Issuer; ordissolution and/or liquidation of the Issuer; or application for judicial orout-of-Court recovery or bankruptcy formulated by the Issuer; or further, anyanalogous event which may characterize a state of insolvency, includingagreement with creditors, in accordance with the applicable legislation;

 

ii)             legitimate and reiterated protest ofsecurities against the Issuer with individual or aggregate value unpaidexceeding R$ 50,000,000.00 (fifty million Reais), unless the protest shall havebeen filed in error of due to bad faith of third parties, and provided this isvalidly proven by the Issuer, or if it is canceled or, further, validly contestedin the Courts, in any event, within a maximum period of 30 (thirty days)calendar days from the date of maturity of the obligations;

 

iii)            early maturity of any pecuniary obligationof the Issuer, arising from default on an obligation to pay any individual oraggregate amount in excess of R$ 50,000,000.00 (fifty million Reais);

 

iv)           change, transfer or direct or indirectassignment of the stockholding control of the Issuer, other than by legalorder, without the prior consent of the holders;

 

v)            absorption of the Issuer by anothercompany, split or merger of the Issuer, unless by legal orders;

 

vi)           privatization of the Issuer and/orGuarantor;

 

vii)          termination, for any reason whatsoever, ofany of the concession contracts held by the Issuer that represent an adversematerial impact on the payment capacity of the Issuer; or

 

viii)         unjustified default by the Issuer, or absenceof legal and/or Court measures required for the non-payment of any debt or anyobligation to pay, under any agreement in which it is lender or guarantor, withindividual or aggregate amount exceeding R$ 50,000,000.00 (fifty millionReais).

 

2.14.        Placementregime

 

The Lead Managershall carry out the distribution of the Securities on the Firm Guarantee ofSubscription basis.

 

2.15.        Trading

 

The Securities shallbe traded in the over-the-counter market, through the NOTA system administeredby “Andima” (the National Association of Financial Market Institutions) andoperated by

 

2.16.        Placeof payment 

 

The paymentsrelating to the Securities registered with NOTA shall be carried out inaccordance with the procedures of CETIP, or, for the holders of the Securitieswho are not linked to the third system, at the head office of the Issuer.

 

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2.17.        Chargesfor arrears

 

If there is a failureof punctuality in the payment of any amount payable to the holders of theSecurities, the overdue units shall be subject to: (a) arrears interestcalculated from the day of default to the date of actual payment, at the rateof 1% (one per cent) per month, on the amount owed, independently of the price,or notification or action in or outside the Courts; and (b) a conventionalarrears penalty payment, irreducible and of a compensatory nature, of 2% (twoper cent) on the amount due and unpaid.

 

2.18.        Targetpublic

 

The Offering shallbe destined solely and exclusively to qualified investors, as defined byArticle 109, sub-item (i) of CVM Instruction 409 of 18 August 18, 2004(“Qualified Investors”). 

 

Any other investorswho are not Qualified Investors should be fully aware that the present offeringis not appropriate, since it is destined exclusively for Qualified Investorswho have sufficient specialization and knowledge to take an independentinvestment decision on the proper grounds.

 

3.             Statementby the Company and the Lead Manager

 

3.1.          Underthe applicable regulations, the Issuer is responsible for the veracity of theinformation contained in the Commencement Announcement and also any informationprovided to the market at the time of the registry and the public distribution,and warrants that that information is true, correct, consistent and sufficient,in accordance with a statement given by the Issuer pursuant to item 7 of theAppendix to Instruction 155 of August 7, 1991, (“CVM Instruction 155”),and Article 56 of CVM Instruction 400 of December 29, 2003, (“CVM Instruction400”).

 

3.2.          TheLead Manager warrants that it has taken all the measures of care and acted withhigh standards of diligence to ensure that all the information provided to themarket on the occasion of the registry and the public distribution is true,consistent, correct and sufficient, in accordance with the statement given bythe Lead Manager pursuant to item 7 of the Appendix to Instruction 155 of theCVM, and Article 56 of CVM Instruction 400, of December 29, 2003.

 

4.             DISTRIBUTIONPROCEDURE

 

4.1. The Securities shall be the object of a public distribution,intermediated by financial institutions that are part of the SecuritiesDistribution System. The sharing criterion shall be of proportionality to thevolume of orders placed by investors. There shall be no prior reserves norsetting of maximum or minimum lots. No contract for stabilization of the priceof the Securities shall be signed. No fund to sustain liquidity for the Securitiesshall be constituted. No type of discount shall be granted by the Lead Managerto investors interested in requiring the Securities.  

 

4.2.          Theplacement of Securities shall begin, in accordance with Article 3 of CVMInstruction 429 of March 22, 2006 (“CVM Instruction 429”), only 5 (five)business days (“Automatic Registry”) after: (i) filing of theapplication with the CVM; (ii) publication of this Commencement Announcement;and (iii) availability of the Term Sheet, as described in Item 4.5 below. Theplacement of the Securities shall be carried out in accordance with theprocedures of the Promissory Note System (“NOTA”), administered by Andima andoperated by CETIP.

 

4.3.          Ifthe CVM does not grant Automatic Registry, the terms and conditions of thispresent Issue shall remain in force, but the period of 5 (five) days referredto in item 4.2 shall be replaced by the periods referred to by CVM Instruction134 of February 1, 1990, and the term “Automatic Registry” shall be replaced by“Registry”, which shall have the following meaning: “concession of registry ofthe issue by the CVM”. 

 

4.4.          Subjectto compliance with the applicable regulations, the Lead Manager shall carry outthe public distribution of the Promissory Notes, in such a way as to ensure: (i)that the treatment given to investors is fair and equitable; and (ii) theinvestment is adapted to the risk profile of its clients.

 

4.5           Inaccordance with the option provided for in Article 1 of CVM Instruction, forthe purposes of this Issue no prospectus nor any advertising material intendedfor public disclosure shall be used, other than this Announcements ofCommencement and Closing of the Distribution, and the Summary of Information onthe Issue as specified in Appendix I of CVM Instruction 155.

 

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5.             LOCATIONSFOR ACQUISITION OF THE SECURITIES

 

Those interested inacquiring the Securities may contact the Lead Manager of the Offering at thefollowing address:

 

**CAIXA ECONÔMICA FEDERAL**Av.Paulista 2300 – 12th Floor01310-300 São Paulo, SP, Brazil Att.:        Alexandre ParisiTel: (+55 11)          3555 6200Fax: (+55 11)          3211 0130E-mail:    gemef@caixa.gov.brInternet: www.1.caixa.gov.br/download/index.asp 

 

6.             ADDITIONALINFORMATION

 

A full presentationof the details of this Offering is available on the web pages of the LeadManager (http://www1.caixa.gov.br/download/index.asp), the Issuer(http://cemiggt.infoinvest.com.br), the CVM (www.cvm.gov.br) and CETIP(www.cetip.com.br).

 

For more informationin relation to the Offering and the Securities interested parties should visitthe head office of the Lead Manager at the address indicated in item 5 above,or at the CVM, at the CETIP or at the head office of the Issuer, at theaddresses indicated below:

 

**CVM (Comissão de Valores Mobiliários –Brazilian Securities Commission)**RuaSete de Setembro 111, 5th FloorRio de Janeiro – RJ

 

Rua Cincinato Braga, 340 – 2nd,3rd and 4th FloorsSão Paulo – SP

 

**CETIP (Câmara de Custódia e Liquidação -Custody and Settlement Chamber)**RuaLíbero Badaró, 425, 24th Floor01009-000 – São Paulo – SPwww.cetip.com.br

 

**Headquarters of the Issuer:**

** **

**CEMIG GERAÇÃO ETRANSMISSÃO S.A.**Av.Barbacena, 1200, 12th Floor, B1 Wing, Santo Agostinho,Belo Horizonte, Minas Gerais, BrazilAtt: Cristiano Corrêa de BarrosTelephone: (31) 3506-4999Fax: (31) 3506-5068  Email: cbarros@cemig.com.brhttp://cemiggt.infoinvest.com.br/

 

**Date of commencement of the Offering: 5 (five) business days after thepublication of this Commencement Announcement, that is to say December 17, 2007 asstated in item 4.2.  The application forregistry with the CVM was made on December 7, 2007, in accordance with CVM Instruction 429.**

** **

The registration of this distribution with the Securities Commission(CVM) aims only to guarantee access to the information that will be given bythe Issuer at the request of the subscribers in the location mentioned in thisAnnouncement of Commencement, and does not constitute a guarantee by the CVM ofthe truthfulness of the information, nor any judgment in relation to thequality of the Issuing Company or in relation to the Securities to bedistributed.

 
|  | This public offering was  prepared in accordance with the Self-Regulation Code of ANBID for Public  Offerings for Distribution and Acquisition of Securities, which is an  integral part of the Minutes registered |
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|   | with the Fourth Notary’s  Office for Registry of Legal Entities of the City of São Paulo, São Paulo  State, under number 4890254, and this present Public Offering thus meets the  minimum standards of information contained in the code, and ANBID shall not  have any responsibility for the said information, nor for the quality of the  Issuer, the Offering Parties, the participation institutions or the  Securities that are the subject of the Public Offering. |
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