**Exhibit4.19**

**REGISTRY OF THIS DISTRIBUTION DOES NOT IMPLY ANYGUARANTEE BY THE CVM OF THE TRUTHFULNESS OF THE INFORMATION GIVEN NOR ANYJUDGMENT 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-PREFERENCENON-CONVERTIBLE UNSECURED DEBENTURES

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

**Listed company**

**CNPJ n°  06.981.176/0001-58**

**AvenidaBarbacena, 1200, 12th Floor, A1 Wing,**

30190-131 Belo Horizonte, Minas Gerais, Brazil.

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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 OFTHE DEBENTURES

**1.****             Full name andprincipal place of business**

Cemig Geração eTransmissão S.A. (“the Issuer” or “Cemig GT”), a corporation with head officein 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 undernumber 06. 981.176/0001-58, with its Articles of Association filed at theCommercial 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 theIssuer held on February 20, 2006, the minutes of which were re-ratified by the37th meeting of the Board of Directors of theIssuer held on November 23, 2006. The guarantee that will be provided byCompanhia Energética de Minas Gerais – Cemig (“Cemig”) was authorized by the372nd Meeting of the Board of Directors of Cemig,held on January 25, 2006.

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

**3.****             Characteristics ofthe Debentures**

3.1.          Total amount of theIssue: 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 nominalunit 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 ofDebentures: 62,500, being 31,250 of the 1st Series and 31,250 of the 2nd Series.

3.6             Form: TheDebentures are in the nominal, book-entry form, without issue of deposits orcertificates.

3.7             Convertibility:The debentures are not convertible into shares.

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

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3.9             Guarantee: TheDebentures have a guarantee given by Cemig. 

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

3.11           Maturity: Thetenor of the Debentures of the 1st Series is 36 months from the Issue Date, withfinal 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 ofthe 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           Programmedamortization: The Debentures will not be the subject of programmedamortization before the maturity date.

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

**4.            Remuneration**

4.1             Remunerationof the Debentures of the First Series: The Debentures of the First Series shall not have their nominalvalue updated, and shall yield interest corresponding to the accumulatedvariation of 100% of the average daily interbank deposit rate, “extra grupo” (“theDI 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 252business days, applied to the balance of the nominal value of the Debenturesfor each period of capitalization of the First Series, that is to say, from thematurity date of the Remuneratory Interest immediately prior to the date of itsactual payment (“the Capitalization Period of the First Series”). TheRemuneration of the Debentures of the First Series will be paid annually, onNovember 1 of the years 2007, 2008 and 2009.

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

4.3.            Non-availability ofthe DI Rate: In the event of temporary non-availability of the DI Rate onthe occasion of the payment of any pecuniary obligation resulting from thesetting of the Remuneratory Interest, the same daily rate produced by the lastknown DI Rate, up to the date of the calculation, shall be used, and nofinancial compensation whatsoever shall be payable either by the Issuer nor bythe Debenture Holders, on the occasion of the subsequent publication of therespective DI Rate.

4.3.1.        In the absence ofcalculation 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 theevent of its abolition or non-applicability by reason of imposition of law, theaverage rate of daily financings backed by Federal Securities, calculated inthe Special Settlement and Custody System (“the Selic Rate”) shall beused in substitution thereof, or, in its absence, the reference rate of theNational Financial System which comes to substitute the Selic rate (“theSubstitute Rate”).

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4.3.2.      In the event that there is noSubstitute Rate, the fiduciary agent shall, within a maximum of 30 (thirty)calendar days from (i) the fifteenth consecutive business day of absence ofcalculation and/or publication of the DI Rate, or (ii) of the abolition ornon-applicability by reason of imposition of law of the DI Rate, hold a GeneralMeeting of Debenture Holders to decide, by common agreement with the Issuer,subject to the applicable regulations, the parameter to be used for theremuneration of the Debentures, which shall be proposed by the Issuer. Up tothe decision on this parameter, the same daily rate produced by the last knownDI Rate shall be used for the calculation of the amount of any obligationsreferred to in this item, up to the date of the decision of the General Meetingof Debenture Holders.

4.3.3.      If the Substitute Rate ispublished before the holding of the General Meeting with Debenture Holders, thesaid meeting shall no longer be held, and the Substitute Rate, as from itspublication, shall become the rate used for the calculation of the RemuneratoryInterest of the Debentures.

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

**5.****             Limitof the Issue**

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

**6.****             Rightof preference**

Present Stockholders ofthe Issuer shall have no right of preference for subscription of theDebentures.

**7.****             Conditions ofsubscription 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 Dateto 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, ofthe 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 to1 (one) Debenture of the First Series of this Offer; and each Debenture of theSecond Series of the First Issue of Cemig shall correspond to 1 (one) Debentureof the Second Series of this Offer.

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

7.3.          Payment of theprincipal, and place of payment: The full value of the principal of theDebentures 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 forthe Second Series. The payment to which the Debentures are entitled shall bemade, as the case may be: (a) using the procedures adopted by the BrazilianSettlement and Custody Company (“CBLC”), for the Debentures registeredon the BOVESPA FIX; or (b) the procedures adopted by CETIP, for the Debenturesregistered on the SND; or (c) for the holders of the Debentures of this Issuewho are not linked to either of these systems, at the head office of the Issueror at the head office of Banco Itaú S.A. (“the Mandated Bank”, or “theClerk of the Issue”).

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

7.5.          Extension of maturityperiods: The periods relating to the payment of any obligation by any ofthe parties, including the Debenture Holders, in relation to the payment of thesubscription price, shall be considered extended up to the first subsequentbusiness day if the maturity coincides with a day on which there is not acommercial or banking business day in the cities of São Paulo and/or BeloHorizonte, in the States of São Paulo and Minas Gerais respectively, withoutany addition 

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to the amounts to be paid, with the exception of caseswhose payments are to be realized by the CETIP or by the CBLC, in which eventthere shall only be postponement when the date of payment is a nationalholiday, a Saturday or a Sunday.

7.6.          Penalty payment andcharges for arrears: If there is non-punctuality in the payment of anyamount payable to the holders of the Debentures, the amounts in arrears shallbe subject to a penalty payment of 10% on the amount payable, plus arrearsinterest calculated from the date of entering into arrears up to the date ofactual payment at the rate of 1% per month on the amount owed, independently ofadvice or notice or interpolation in the Courts or otherwise, as well as theexpenses incurred for collection.

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

7.8.          Alternative form ofreceipt: Without prejudice to the terms of item 12 below, if decided byDebenture Holders representing 100% of the Debentures in circulation, in aGeneral 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 becarried out through exchange for goods and/or rights acceptable to theDebenture Holders. With the exception of the provisions of item 12 below, nopayment of amounts payable by the Issuer under the Issue Deed may be made inany form other than Brazilian currency without the approval of the DebentureHolders.

8.             **Distributionplacement and procedure**

8.1.          The Obligatory Exchangeof the Debentures shall commence only after concession by the CVM of registryof the Offer, after the Final Prospectus of the Offer has been placed at thedisposal of the investors and after publication of this Announcement ofCommencement of Distribution. The placement of the Debentures of the SecondSeries shall begin only after the full placement of the Debentures of the FirstSeries.

8.2.          Best Efforts: TheDebentures shall be the subject of public distribution, under the best effortsdistribution regime, with intermediation of financial institutions that arepart of the Securities Distribution System, through the SDT (SecuritiesDistribution System), administered by CETIP, based on policies and guidelinesfixed by ANDIMA (the National Association of Financial Market Institutions),and through the BOVESPAFIX System, with settlement and custody at the CBLC, andtarget public of this present Issue shall be solely the holders of theDebentures of the First Cemig Issue.

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

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

**9.****             Optional acquisition**

The Issuer may, at anytime, acquire the Debentures in circulation in the market, for a price notgreater than their nominal value plus the remuneration, subject to Article 55of Law 6404/76. The Debentures that are the subject of such acquisition may becancelled, remain in the Issuer’s Treasury, or be placed once again in themarket. 

**10.****          Early maturity**

The fiduciary agent shall declare all the obligationsrelating to the Debenture to become due for payment immediately and demandimmediate repayment by the Issuer and by Cemig, of their nominal amount, aftermonetary updating, as the case may be, augmented by the remuneratory interestpayable up to the date of actual payment, independently of any notice orinterpellation in the Courts or otherwise, in any of the following events:

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

b) legitimate and reiterated protest of securitiesagainst the Issuer or against Cemig, in a global amount of more thanR$ 10,000,000.00, unless protest has been made in error or in bad faith onthe part of the third party, provided that this be validly proven by theIssuer, 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 eventwithin a maximum of 30 calendar days from the date on which written notice sentby the Fiduciary Agent is received;

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

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

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

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

g) early maturity of any debt of the Issuer, or Cemigor of any its Subsidiaries, in an amount of R$ 10,000,000.00, or more, byreason of contractual default or otherwise, the amount of which may in any wayprejudice compliance with the pecuniary obligations of the Issuer or of Cemigspecified 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 StockholdingRestructuring takes place (i) in relation to the following subsidiaries ofCemig: Companhia de Gás de Minas Gerais – Gasmig, Empresa de Infovias S.A. orWAY TV Belo Horizonte S.A.;

i) termination, for any reason, of any of theconcession contracts held by the Issuer, by Cemig or by any of itsSubsidiaries; or

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

10.1.       In any of the eventsmentioned in item 10 above, except in cases of non-payment of principal orinterest of the Debentures, extinction, dissolution or declaration ofbankruptcy of the Issuer, the Issuer may call a General Meeting of DebentureHolders to request waiver by the Debenture Holders of the right to declareearly maturity of the Debentures. The waiver of any of the early maturityevents must be approved by Debenture Holders representing two-thirds of theDebentures in circulation, in a General Meeting of Debenture Holdersspecifically called by the Issuer for this purpose. In the event of approval ofthe waiver by the Debenture Holders, the Issuer shall redeem, within 10business days from the date of the General Meeting of Debenture Holders, theDebentures held by those Debenture Holders who do not agree with the respectivewaiver, for their Nominal Value updated and augmented by the Remunerationcalculated *pro rata temporis.* Debentures so redeemed shall be canceled bythe Issuer.

**11.****         Alternative paymentmethod – Cash Value**

11.1.       In the event of non-paymentby the Issuer of any amount payable in relation to the Debentures or under theIssue Deed on the respective Maturity Dates and without prejudice to theprovisions of item 4 – Remuneratory Interest, and 7.6 – penalty payment andarrears charges, all and any amount owed by reason of the Debentures,including, but not limited to, Remuneratory Interest and/or penalty payment andother 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 forpayment and may be used by the Debenture Holders at any time for payment ofinvoices for the supply of electricity issued by the Issuer, by simple exchangeby the Debenture Holders of the credit represented by the amounts owed underthe Debentures, including but not limited to Remuneratory Interest, penaltypayment and other arrears charges, if applicable, against the debit representedby the invoice for supply of electricity charged by the Issuer.

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

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

11.3.        The daily calculation ofthe Nominal Unit value of the Debentures, augmented by the respectiveRemuneration and the penalty payment and other arrears charges, for thepurposes of payment by exchange, shall be effected by the Mandated Bank (Clerkof the Issue), by the Fiduciary Agent and by the Issuer and advice of suchpayment shall be given on the same date by the Mandated Bank (Clerk of theIssue), after its final calculation, to the Issuer, to CETIP, to CBLC and tothe Fiduciary Agent. Calculation, retention and payment of the income taxpayable 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 ofDebentures of the First Cemig Issue.

**13.****          Inappropriateness of investment in the Debentures**

The Debentures that are the subject of the presentOffer **are not**appropriate to investors who need considerable liquidity in relation tosecurities acquired, since trading in Debentures in the Brazilian secondarymarket is limited.

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

**14.****         ****Additional obligationsof the Issuer**

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

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

b)    to notify the Fiduciary Agentof any act or fact which could cause interruption or suspension of the Issuer’sactivities.

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

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

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

f)                    notto carry out any acts that are not in accordance with the Bylaws and the IssueDeed, especially such acts as might directly or indirectly compromise punctualand full compliance with the obligations assumed by the Issuer to the communionof Debenture Holders;

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

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

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

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

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

**II.****            THE COMPANY **

**Cemig Geração e Transmissão S.A.**

**Office of the Chief Financial and InvestorRelations 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 BancosBrasileiros 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 Pereira707, 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.****          ****FIDUCIARYAGENT**

**PlannerCorretora 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 OFFERWITH THE CVM**

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

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**VII.****         DATE OF COMMENCEMENT OFPUBLIC DISTRIBUTION**

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

**VIII.****        PROSPECTUS, ADDITIONALINFORMATION AND SERVICE TO THE DEBENTURE HOLDERS**

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

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

As well as the addressesof the Issuer, Lead Manager, and the Mandated Bank and Clerk of the Issue, thefollowing 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 ANYGUARANTEE BY THE CVM OF THE TRUTHFULNESS OF THE INFORMATION GIVEN NOR ANYJUDGMENT 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. |
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