**Exhibit 4.3**

**FIRSTAMENDMENT TO ELECTRICITY TRANSMISSION CONCESSION CONTRACT**

**No. 006/1997—ANEEL/CEMIG**

**COMPANHIAENERGETICA DE MINAS GERAIS — CEMIG**

The **BRAZILIAN FEDERAL GOVERNMENT**,hereinafter referred to as the **CONCESSION-GRANTING POWER**,under its powers conferred by Article 21, Sub-item XII, Subclause “b” ofthe Brazilian Constitution, through delegation of competence by Decree 4932 of December 23,2003, as amended by Decree 4970 of January 30, 2004, to the **BRAZILIAN NATIONAL ELECTRICITY AGENCY — ANEEL**, with headoffice at SGAN, Quadra 603, Module “I”, Brasília, Federal District, registeredin the CNPJ/MF under No. 02.270.669/001-29, represented by itsDirector-General JERSON KELMAN, under §3 of Article 3-A of Law 9427of December 26, 1996, and sub-item V, Article 10, of Appendix I —Regulations Structure, approved by Decree 2335 of October 6, 1997,hereinafter referred to as **ANEEL**,

**COMPANHIAENERGETICA DE MINAS GERAIS** — **CEMIG**,holder of a concession for public electricity generation, transmission anddistribution service, with head office in the municipality of Belo Horizonte,State of Minas Gerais, at Avenida Barbacena 1200, District of Santo Agostinho,registered in the CNPJ/MF under No. 17.155.730/0001-64, hereinafterreferred to as the **ASSIGNOR**,herein represented in accordance with its bylaws by its Director-PresidentDJALMA BASTOS DE MORAIS, bearer of Identity Card RG 911214, issued by the ArmyMinistry, and CPF 006.633.526-49, and by its Chief Energy Generation andTransmission Officer ELMAR DE OLIVEIRA SANTANA, bearer of Identity Card RG2.159.288, issued by SSP/MG, and CPF 089.501.306-10, and

**CEMIGGERAÇÃO  E TRANSMISSÃO S.A**.,a wholly owned subsidiary of Companhia Energetica de Minas Gerais — **CEMIG**, with head office in the municipality of Belo Horizonte,State of Minas Gerais, at Avenida Barbacena 1200, District of Santo Agostinho,registered in the CNPJ/MF under No. 06.981.176/001-58, hereinafterreferred to as the **ASSIGNEE**,herein represented in accordance with its bylaws by its Director-President DJALMABASTOS DE MORAIS, bearer of Identity Card RG 911214, issued by the ArmyMinistry, and CPF 006.633.526-49, and by its Chief Energy Generation andTransmission Officer ELMAR DE OLIVEIRA SANTANA, bearer of Identity Card RG2.159.288, issued by SSP/Minas Gerais, and CPF 089.501.306-10, with

**THE STATEOF MINAS GERAIS**, hereinafter referred to as **the CONTROLLING STOCKHOLDER**, as consenting party, hereinrepresented by its Governor **AÉCIO NEVES DA CUNHA**,do by this instrument and in the best form of law sign the Second Amendment toElectricity Distribution Concession Contract Number 002/1997—**CEMIG**—Área Norte, signed on June 18, 1997, in thefollowing terms:

**WHEREAS:**

-               within theassumptions of the new model for the Brazilian electricity sector, companiesthat hold distribution service concessions may not operate in activities ofgeneration and transmission, nor carry out the other activities listed in §5, Article 4of Law 9074 of July 7, 1995, as amended by Article 8 of Law 10848, ofMarch 15, 2004;

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-               Minas Gerais StateLaw 15290 of August 4, 2004 authorized the stockholding reorganization ofCompanhia Energetica de Minas Gerais — **CEMIG**, for thepurpose of segregating its activities, as established by Clause 14 ofElectricity Transmission Concession Contract No. 006/1997 — **CEMIG**, signed on July 10, 1997;

-               by **ANEEL** Authorizing Resolution 407 of December 20, 2004, **ANEEL** agreed to the proposal for transfer of the concessionsand transfer of assets and liabilities of Companhia Energetica de Minas Gerais —**CEMIG**, for the purposes of stockholdingrestructuring and segregation of the activities of generation, transmission anddistribution of electricity, with the consequent transfer of goods, plant,premises, rights and obligations to the wholly-owned subsidiary constituted forthis specific purpose;

the parties nowresolve to assign this First Amendment to Electricity Transmission ConcessionContract No. 006/1997 — **CEMIG**, enteredinto on July 10, 1997, on the following terms and conditions.

**CLAUSEONE — OBJECT**

The object of thisAmendment is to formalize the transfer of the concession for public electricitytransmission service, with the consequent transfer of premises, plant, rightsand obligations to the wholly-owned subsidiary **CEMIGGERAÇÃO E TRANSMISSÃO S.A**., as established by **CLAUSEFOURTEEN — GENERAL PROVISIONS**, of Distribution Concession Contract006/1997 — **CEMIG** in accordance withAuthorizing Resolution 407, of December 20, 2004.

**CLAUSETWO — PRIOR KNOWLEDGE**

**CEMIGGERAÇÃO E TRANSMISSÃO S.A.** warrants that it is aware of theentire content of Concession Contract 006/1997—**CEMIG**,and undertakes to comply with all the clauses and conditions of that contractand its amendments.

**CLAUSETHREE — RATIFICATION**

All the otherclauses and conditions of Electricity Transmission Concession Contract 006/1997**— CEMIG** are hereby ratified and thosethat are not expressly modified by this Amendment remain valid and unchanged,and all their provisions are subrogated for all purposes to the company **CEMIG GERAÇÃO E TRANSMISSÃO S.A.**

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Being agreed, theparties now sign the present instrument in 4 (four) copies signed by therepresentatives of **ANEEL**, **COMPANHIA ENERGETICA DE MINAS GERAIS** — **CEMIG**,**CEMIG GERAÇÃO E TRANSMISSÃO S.A.** and **the CONTROLLING STOCKHOLDER**, jointly with the witnesses identifiedbelow.
|            |                                     | Brasília, September 16, 2005

  |
|-----------------|------------------------------------------|------------------------------------------------|
| **FOR  ANEEL:** | ** **                               |                                           |
|            | ( ***Signature***  )                     |                                           |
|            |                                     |                                           |
|            | **JERSON  KELMAN**

****Director-General |                                           |

** **

**FOR THEASSIGNOR:**
| ***(Signature)***                                 |   | ***(Signature)***                                                              |
|---------------------------------------------------|--------|--------------------------------------------------------------------------------|
| *** ***                                      |   | *** ***                                                                   |
| *** ***                                      |   | *** ***                                                                   |
| DJALMA BASTOS DE MORAIS

******Director-President |   | ELMAR DE OLIVEIRA  SANTANA

  Chief Energy Generation and Transmission Officer |

 

**FOR THEASSIGNEE:**

 
| ***(Signature)***                                   |   | ***(Signature)***                                                                      |
|-----------------------------------------------------|--------|----------------------------------------------------------------------------------------|
| *** ***                                        |   | *** ***                                                                           |
| *** ***                                        |   | *** ***                                                                           |
| **DJALMA BASTOS DE MORAIS**

****Director-President |   | **ELMAR  DE OLIVEIRA SANTANA**

******Chief Energy Generation and Transmission Officer |

 

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**FOR THECONTROLLING STOCKHOLDER:**

( ***Signature***)

 

**AÉCIO NEVES DA CUNHA**

Governor of the State of Minas Gerais

**WITNESSES:**

** **
| ***(Signature)***                                                           |   | ***(Signature)***                                                               |
|-----------------------------------------------------------------------------|--------|---------------------------------------------------------------------------------|
| *** ***                                                                |   | *** ***                                                                    |
| *** ***                                                                |   | *** ***                                                                    |
| Name: Jandir  Amorim Nascimento;

RG: 122 423  SIC/GO;

CPF: 057 353 601-59 |   | Name: Sergio Luiz Costa  Leão;

RG: M 751 437 SSP/MG;

CPF: 372 754 026-53 |

 

 

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