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|UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
|-----------------------------------------------------------------------
|                                                                       

| | REGISTRATION STATEMENT
PURSUANT TO SECTION 12(b)OR 12(g) OF THE SECURITIES EXCHANGE ACT OF
1934OR                                   | 
| | ----------------------------------------------------------------------------------------------------------------------------------- | 
| | ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended: December 31, 2003OR | 
| | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934Commission file number: 0-28860             | 

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NET SERVIÇOS DE COMUNICAÇÃO S.A.


(Exact name of registrant as specified in its charter)


|Net Communications Services Inc.(Translation of reguistrants name into English) | The Federative Republic of Brazil(Jurisdiction of incorporation or organization)
|-------------------------------------------------------------------------------- | --------------------------------------------------------------------------------

Rua Verbo Divino, 1356
São Paulo-SP-04719-002 Brazil (Telephone:+55-11-5186-2606)(Address and telephone number of principal executive offices)


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Securities
registered or to be registered pursuant to Section 12(b) of the Act:  None


Securities registered or to be registered
pursuant to Section 12(g) of the Act:


|Title of each class                                                                                                         | Name of each Exchange on which registered
|--------------------------------------------------------------------------------------------------------------------------- | -----------------------------------------
|American Depositary Shares, evidenced by American Depositary
Receipts, each representing ten preferred shares, no par value | Nasdaq National Market                   
|Preferred shares, no par value                                                                                              | Nasdaq National Market*                  
|                                                                                                                           
|*Not for trading but only in connection with the registration of the American Depositary Shares.                           

Securities registered or to be registered
  pursuant to Section 15(d) of the Act:  None

Indicate the number of outstanding shares of
each of the issuers classes of capital or common stock
as of the close of the period covered by the annual report:

828,371,343 Common Shares
1,198,784,187 Preferred Shares

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13
or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that
the Registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90
days:

Yes         
         No

Indicate by check mark which financial
statement item the registrant has elected to follow:

Item 17  
         Item 18

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EXPLANATORY NOTE

The purpose of this Amendment No. 1 on Form 20-F/A to the annual report on Form 20-F of Net
Serviços de Comunicação S.A. for the year ended December 31, 2003, filed with the U.S. Securities and
Exchange Commission on June 30, 2004 (the Original Form 20-F Filing), is to disclose
 under Item 9. The Offer and ListingTrading Markets Nasdaq National Market that the Nasdaq Stock Market, Inc.
(Nasdaq) has historically granted us exemptions from Nasdaqs Independent
Directors, Audit Committee Composition and Quorum requirements.

No attempt has been made in this Amendment No. 1 to modify or update other disclosures presented in the Original Form 20-F Filing except as described in the immediately preceding paragraph. This Form 20-F/A does not
reflect events occurring after the Original Form 20-F Filing or modify or update those disclosures affected by subsequent events. Rather, except as described above, information is unchanged and reflects the disclosures made at the time of the
Original Form 20-F Filing on June 30, 2004. Accordingly, this Form 20-F/A should be read in conjunction with the Original Form 20-F Filing and our filings made subsequent thereto, including any amendments to those filings.

This Amendment No. 1 on Form 20-F/A consists of: a cover page; this Explanatory Note; Item 9; a signature page; an exhibit index; and the principal executive and principal financial officer certifications required to be
filed as exhibits hereto. In accordance with Rule 12b-15 promulgated under the Securities Exchange Act of 1934, as amended, the complete text of Item 9 is set forth herein, including those portions of such text that have not been amended from that
set forth in the Original Form 20-F Filing.

In this annual report on Form 20-F/A, references to Net Serviços, we, us and our are to Net Serviços de Comunicação S.A. and, unless the context
requires otherwise, include the consolidated subsidiaries of Net Serviços de Comunicação S.A. References to our ADSsare to our American Depositary Shares, each of which represents 10 of our preferred
shares.

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Part I

ITEM 9. THE OFFER AND LISTING

General

The principal non-United States market for our preferred shares is the Bovespa. Our preferred shares are traded on the Bovespa under the symbol PLIM4.

In June 2002, we complied with the requirements of Corporate Governance Level 2 of the Bovespa. The Corporate Governance Level 2 is a listing segment created for the trading of shares issued by
companies that voluntarily undertake to comply with certain corporate governance practices and disclosure requirements that are in addition to those imposed by the Brazilian legislation. The inclusion of a company in the Corporate Governance Level 2
signifies the companys compliance with a series of corporate rules, known as good practices of corporate governance, which are more rigid than those required by the Brazilian legislation. These rules increase the rights of the shareholders as
well as improving the quality of information we provide to the market.

Our predecessor company, Multicanal, conducted an offering of ADSs in October 1996. Each ADS represents ten preferred shares. The ADSs trade in the United States on the Nasdaq National Market
under the symbol NETC and are evidenced by ADRs. The ADSs are outstanding under an amended and restated deposit agreement dated as of December 17, 2001 among us, JPMorgan Chase Bank as depositary, and the owners and holders from time to
time of the ADSs. On December 17, 2001, JPMorgan Chase Bank
succeeded The Bank of New York as depositary for the ADSs. An ADR
may represent any number of ADSs. Only persons in whose names ADSs
 are registered on the books of the depositary are treated as owners of
ADSs under the deposit agreement.

The table below sets forth, for each period indicated, the high and low closing prices in reais for the preferred shares on the Bovespa and the high and low closing prices of the ADSs in U.S.
dollars as reported by the Nasdaq National Market.

1

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|                            | São Paulo
Stock Exchange(1)
R$ per preferred share | NasdaqUS$ per ADS
|--------------------------- | -------------------------------------------------- | -----------------
|                            |                                                    |                  
|                            | High                                               | Low              
|Year                       
|                           
|                           
|1999                        | 35.50                                              | 1.91             
|2000                        | 44.30                                              | 15.60            
|2001                        | 24.40                                              | 5.60             
|2002                        | 8.50                                               | 0.19             
|2003                        | 1.27                                               | 0.25             
|                           
|Quarter                    
|                           
|                           
|1Q/02                       | 8.50                                               | 4.90             
|2Q/02                       | 5.50                                               | 1.65             
|3Q/02                       | 1.87                                               | 0.23             
|4Q/02                       | 0.45                                               | 0.19             
|                           
|1Q/03                       | 0.53                                               | 0.25             
|2Q/03                       | 0.43                                               | 0.27             
|3Q/03                       | 0.74                                               | 0.28             
|4Q/03                       | 1.27                                               | 0.58             
|                           
|1Q/04                       | 1.10                                               | 0.56             
|                           
|Month                      
|December 2003               | 1.12                                               | 0.73             
|January 2004                | 1.10                                               | 0.65             
|February 2004               | 0.75                                               | 0.56             
|March 2004                  | 1.01                                               | 0.63             
|April 2004                  | 0.91                                               | 0.68             
|May 2004                    | 0.85                                               | 0.68             
|June 2004 (through June 25) | 0.90                                               | 0.60             

______________


|(1) | Reais
per share reflected nominal price at trade date.
|--- | ------------------------------------------------------

|Trading MarketsNasdaq National Market
|-------------------------------------

The primary market for our preferred shares held in the form of ADSs is the Nasdaq National Market. On March 31, 2004, there were 1,960,273 ADSs outstanding, representing 4.7% of the total
amount of preferred shares held by
public shareholders (which are all preferred shares not owned by the shareholders listed in
Item 7. Major Shareholders and Related Party TransactionsMajor Shareholders.) The average daily
 trading volume of the ADSs on the Nasdaq National Market during 2003 was approximately US$320,700, or 145,000 ADSs.

2

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Nasdaq
National Market Exemptions

Independent directors.Nasdaq granted us an exemption from its requirement that a company maintain a minimum number of independent directors on its board
of directors. We are not required under our home country practices to have independent directors on our board of directors. The composition of our board of directors complies with the requirements of Brazilian corporate law and is consistent with
that of other companies with shares listed on the Bovespa. We continue to
rely on the exemption granted to us by Nasdaq.

Audit committee composition.Nasdaq granted us an exemption from its requirement that a company maintain an audit committee on a permanent basis. We are
not required under our home country practices to maintain an audit committee on a permanent basis, and we do not maintain such a committee. We continue to rely on the exemption granted to us by Nasdaq.

Quorum.Nasdaq granted us an exemption from its requirement that the minimum quorum for a shareholders meeting be 33 1/3 % of the outstanding
shares of a companys common voting stock. We are required under our home country practices to have a minimum quorum for a shareholders meeting of 25% of the outstanding shares of our common voting stock on a first summoning of
shareholders; there exists no minimum quorum requirement in the event a first summoning of shareholders does not elicit a quorum and a second summoning of shareholders is made. We follow these Brazilian corporate law quorum requirements. We continue
to rely on the exemption granted to us by Nasdaq.

|Brazilian Stock Exchanges
|-------------------------

In 2000, the Brazilian stock exchanges were reorganized through the execution of a memorandum of understanding. Pursuant to the memorandum, all securities are now traded only on the Bovespa,
with the exception of electronically traded public debt securities and privatization auctions, which are traded on the Rio de Janeiro Stock Exchange. In 2002, the Bovespa accounted for 100% of the trading value of equity securities on all Brazilian
stock exchanges. The Bovespa is a non-profit entity owned by its member brokerage firms. Trading on the Bovespa is limited to member brokerage firms and a limited number of authorized non-members.

Trading. The Bovespa has two daily open outcry trading sessions: from 11:00 a.m. to 1:30 p.m. and from 2:30 p.m. to 5:45 p.m., Brazil local time, except
during daylight savings time in the United States, when the sessions are from 10:00 a.m. to 1:00 p.m. and from 2:00 p.m. to 4:45 p.m., Brazil local time.

Trading is also conducted between 11:00 a.m. and 6:00 p.m., or between 10:00 a.m. and 5:00 p.m. during daylight savings time in the United States, on an automated system known as the Computer
Assisted Trading System on the Bovespa and on the National Electronic Trading System. This system is a computerized system which links electronically with the seven smaller regional exchanges.

The Bovespa also permits trading from 6:45 p.m. to 7:30 p.m. on an online system connected to traditional and internet brokers called the After Market. Trading on the After Market
is subject to regulatory limits on price volatility and on the volume of shares transacted through internet brokers. There are no specialists or officially recognized market makers on the Bovespa. Trading in securities listed on the Brazilian stock
exchanges may be effected off the exchanges in certain circumstances, although such trading is very limited.

In order to better control volatility, the Bovespa adopted a circuit breaker system pursuant to which trading sessions may be suspended for a period of 30 minutes or one hour
whenever the indices of



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these stock exchanges fall below the limits of 10% or 15%, respectively, in relation to the index registered in the previous trading session.

Settlement of transactions is effected three business days after the trade date without adjustment of the purchase price for inflation. Delivery of and payment for shares are made through the
facilities of a clearinghouse, orCâmara Brasileira de Liquidação e Custódia S.A., which maintains accounts for member brokerage firms. The seller is
ordinarily required to deliver the shares to the exchanges on the second business day following the trade date.

Market Size. As of December 31, 2003, the aggregate market capitalization of the 369 companies listed on the Bovespa was equivalent to approximately
US$234.2 billion. Although any of the outstanding shares of a listed company may trade on a Brazilian stock exchange, in most cases fewer than half of the listed shares are actually available for trading by the public, the remainder being held by
small groups of controlling persons, by governmental entities or by one principal shareholder. As of December 31, 2003, we accounted for approximately 0.27% of the market capitalization of all listed companies on the Bovespa.

Although at December 31, 2003 the Brazilian equity market was Latin Americas largest in terms of market capitalization, expressed in U.S. dollars, it is relatively small and illiquid
compared to major world markets. In 2003, the average daily trading value was approximately US$220.1 million on the Bovespa.

Index. We have been included in the Bovespa index, or the Ibovespa, since May 2000. The Ibovespa is the most representative indicator of the performance
of the prices of the Brazilian stock market since it clearly shows the behavior of the principal shares traded on the São Paulo Stock Exchange. In August 2000, the Bovespa announced that the Ibovespa for the last four months of 2000 would
contain 7.8% of our preferred shares, an increase from 4.6% . As a result, our preferred shares became the third highest weighted stock in the index. On December 31, 2003, our weighting in the index was 2.01% compared to our weighting of 0.42% on
December 31, 2002. Our securities also trade on several additional markets, including SOMA, a Brazilian electronic trading market, where our convertible debentures began trading in January 2000; the Chicago, Pacific and American option exchanges,
where options on ADSs began trading in February 2000; and Latibex, the market for Latin American companies on the Madrid Stock Exchange, where our shares began trading in July of 2000.

Tax Matters. Trading on Brazilian stock exchanges by a holder not deemed to be domiciled in Brazil for Brazilian tax and regulatory purposes, or a
non-Brazilian holder, is subject to certain limitations under Brazilian foreign investment legislation. With limited exceptions, non-Brazilian holders may only trade on Brazilian stock exchanges in accordance with the requirements of Resolution No.
2,689, of January 26, 2000, of the National Monetary Council. Resolution No. 2,689 requires that securities held by non-Brazilian holders be maintained in the custody of, or in deposit accounts with, financial institutions duly authorized by the
Central Bank and the Brazilian securities commission. In addition, Resolution No. 2,689 requires non-Brazilian holders to restrict their securities trading to transactions on Brazilian stock exchanges or qualified over-the-counter markets. With
limited exceptions, non-Brazilian holders may not transfer the ownership of investments made under Resolution No. 2,689 to other non-Brazilian holders through a private transaction. See Item 10. Additional
InformationTaxationMaterial Brazilian Taxation ConsiderationsTaxation of Gains for a description of certain tax benefits extended to non-Brazilian holders who qualify under Resolution No. 2,689.



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|Level 2 of Bovespa
|------------------

On December 11, 2000, the Bovespa launched three new listing segments designed for the trading of shares issued by publicly held companies: the Special Corporate Governance Level 1, the Special
Corporate Governance Level 2 and the Novo Mercado of Bovespa. These new listing segments were designed for the trading of shares issued by companies that voluntarily undertake to abide by corporate governance practices and disclosure requirements in
addition to those already required under Brazilian corporate law.

The inclusion of a company in any of the new segments implies the adherence to a series of corporate rules, known generally as good corporate governance practices. These rules are designed to
increase shareholders rights and enhance the quality of information provided by Brazilian corporations.

Our shares have been listed in Bovespas Special Corporate Governance Level 2 since June 2002. The principal practices of Corporate Governance Level 2 of Bovespa require that we adopt the
following provisions as part of our corporate structure. We have adopted each of these provisions.

Preferred Shares with Voting Rights. We are obligated to establish voting rights on our preferred shares with respect to the following:

- our transformation, consolidation, merger or spin-off;
- valuation of assets used in increases in our capital;
- approval of certain specified agreements between us and our controlling shareholder or its affiliates;
- choice of company skilled in determining our economic value intended for the public offering of our shares; and
- change or repeal of provisions of our by-laws that alter or modify any Bovespa requirements.

Tag-Along Rights. Upon the acquisition of a controlling interest in us, the purchaser must offer tag-along rights to our remaining shareholders in an
amount equivalent to 100% of the price paid for each share in the controlling stake, in the case of holders of common shares, and at least 70% of the price paid for each share in the controlling stake, in the case of holders of preferred shares. Our
by-laws require the purchaser to offer 100% of the price paid for each share in the controlling stake to our holders of both common and preferred shares.

Establishment of a single one year mandate for the entire board of directors. Our board of directors shall be composed of no fewer than nine and no more
than twelve members elected at a general meeting of shareholders to serve for a unified term of office of one year, with the option for reelection.

Free float. It is required that at all times at least 25% of our total capital stock is held by persons or entities other than those party to our
shareholders agreement. As of March 31, 2004, we were not in compliance with this requirement. However, we received a waiver from Bovespa and must comply with the requirement by September 2004 or request for an extension of the waiver.

Public offers of shares through mechanisms intending to favor capital dispersion and broader retail access. In any and all public distributions of stock,
we shall exert our best efforts towards



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shareholding dispersion, adopting special procedures to ensure (i) access to all interested investors, or (ii) allocation of at least 10% of the total distribution to individuals or non-institutional investors.

Improvement in the quarterly information reports. In addition to the information to be included in quarterly information statements as required by law,
we will be obliged to:

- present a consolidated balance sheet, a consolidated statement of results, and a consolidated performance report, whenever we are required to submit consolidated statements at
year-end;
- disclose any direct or indirect ownership interest exceeding 5% of our voting capital;
- inform, on a consolidated basis, the quantity and characteristics of the companys securities directly or indirectly held by our controlling shareholders, senior managers and
audit committee members;
- report on the purchases and sales of securities held by the persons referred to in the third bullet point above, within the immediately preceding twelve months;
- include, in explanatory notes, our cash flow statement; and
- disclose the quantity of outstanding shares and the percentage expressed in relation to the total amount of shares issued.

In every quarter, the quarterly information statement must be presented no later than fifteen days after the deadline prescribed by law for presentation thereof. The quarterly information
statement must also enclose a special revision report, issued by an independent auditor duly registered with the Comissão de Valores Mobiliários (Brazilian Securities and Exchange Commission), or the CVM, in accordance with CVM
regulations.

Trading of securities and derivatives by senior managers, controlling shareholders and audit committee members. Our senior managers, controlling
shareholders and the audit committee members will be obligated to report to Bovespa the volume and the characteristics of our securities directly or indirectly held by them, including the respective derivatives. Any trades in securities and
derivatives by such persons shall be reported in detail to Bovespa, within ten days as of the end of the month in which such trades occur.

Self-regulatory procedures. We have a self-regulatory body that adopts internal policies comprising the following actions:

- from one month before the end of the financial year until the publication of the notice to shareholders regarding the availability of our financial statements, the senior managers,
the controlling shareholders and the audit committee members shall abstain from trading in our securities and respective derivatives;
- during the period ranging between the decision regarding any capital increase, distribution of dividends, bonuses in stocks and respective derivatives, or splitting of shares until
publication of the respective notices, our senior managers, controlling shareholders and audit committee members shall abstain from trading in our securities and respective
derivatives;



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- the senior managers, the controlling shareholders and the audit committee members shall periodically advise us and Bovespa of their plans to trade in our securities and respective
derivatives, including subsequent changes therein and any departure from such plans.

Shareholder agreement, stock option program and contracts with the same economic group. Upon signing a new shareholders agreement, we must forward
it and notify Bovespa within five days of the respective filing and/or annotation in our files.

A copy of all option plans for our employees or administrators shall also be delivered to Bovespa and disseminated accordingly.

In addition, we shall forward to Bovespa and make public disclosure of any and all contracts entered into between us and our controlled and associated companies, senior managers and the
controlling shareholder, whenever a single contract or a series of related contracts reaches an amount equal to or greater than R$200,000, within any one-year period, or reaches an amount equal to or higher than 1% of our net worth.

Resolution of corporate conflicts through arbitration. We, our controlling shareholders, senior managers and the audit committee members shall undertake
to refer to arbitration any and all disputes or controversies arising out of the new listing segment rules or any other corporate matters.

|Regulation of Brazilian Securities Markets
|------------------------------------------

The Brazilian securities markets are principally governed by Law No. 6,385, of December 7, 1976 and Law No. 6,404, of December 15, 1976, which together as amended and supplemented compose the
Brazilian corporate law, and by regulations issued by the Brazilian securities commission, which has regulatory authority over the stock exchanges and securities markets generally, the National Monetary Council and the Central Bank, which has
licensing authority over brokerage firms and regulates foreign investment and foreign exchange transactions. These laws and regulations, among others, provide for disclosure requirements applicable to issuers of traded securities, protection of
minority shareholders and, effective on March 5, 2002, criminal penalties for insider trading and market manipulation. They also provide for licensing and oversight of brokerage firms and governance of the Brazilian stock exchanges.

Under the Brazilian corporate law, a company is eithercompanhia aberta, or public, such as we are, orcompanhia fechada, or closely held. All public companies, including us, are registered with the Brazilian securities commission and are subject to reporting requirements. A company registered
with the Brazilian securities commission may have its securities traded on the Brazilian stock exchanges or in the Brazilian over-the-counter market. Our preferred shares are listed and traded on the Bovespa and may be traded privately subject to
some limitations.

To be listed on a Brazilian stock exchange, a company must apply for registration with the Brazilian securities commission and the stock exchange where the head office of the company is
located.

We have the option to ask that trading in our securities on the Bovespa be suspended in anticipation of a material announcement. Trading may also be suspended at the discretion of the Bovespa
or the Brazilian securities commission based upon or due to, among other reasons, a belief that a company has provided inadequate information regarding a material event or has provided inadequate responses to the inquiries by the Brazilian
securities commission or the Bovespa.

The Brazilian over-the-counter market consists of direct trades between individuals in which a financial institution registered with the Brazilian securities commission serves as an
intermediary. No



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special application, other than registration with the Brazilian securities commission, is necessary for securities of a public company to be traded in this market. The Brazilian securities commission requires that it be
given notice of all trades carried out in the Brazilian over-the-counter market by the respective intermediaries.

Trading on the Bovespa by non-residents of Brazil is subject to limitations under Brazilian foreign investment and tax legislation. The Brazilian custodian for the preferred shares underlying
the ADSs must, on behalf of the depositary for the ADSs, obtain registration from the Central Bank to remit U.S. dollars abroad for payments of dividends, any other cash distributions, or upon the disposition of the shares and sales proceeds
thereto. In the event that a holder of ADSs exchanges ADSs for preferred shares, the holder will be entitled to continue to rely on the custodians registration for five business days after the exchange. Thereafter, the holder may not be able
to obtain and remit U.S. dollars abroad upon the disposition of the preferred shares, or distributions relating to the preferred shares, unless the holder obtains a new registration.

Trading in Brazilian securities markets is not as highly regulated or supervised as it is in the United States and some other markets. Brazilian law prohibits market manipulation and insider
trading, and it requires a companys insiders, including directors, officers and major shareholders, as defined under Brazilian law, to disclose all their transactions in its securities. It also prohibits a company from trading in its own
shares, subject to very limited exceptions. The enforcement of these legal provisions, and the supervision of trading markets, are not as well developed as they are in the United States.

Part III

ITEM 19. EXHIBITS

ExhibitNumber    Description

|1.1 | By-laws of Net Serviços de Comunicação S.A., as amended on October 30, 2002, together with an English-language translation thereof (incorporated by reference to Exhibit 1.1 of the Registrants
annual report on Form 20-F (No. 0-28860) for the Fiscal Year ended December 31, 2002, filed with the U.S. Securities and Exchange Commission).                                                                                                                                                                                                                                                            
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|2.1 | Indenture, dated as of June 18, 1996, among Multicanal Participações S.A. (predecessor in interest to Net Serviços de Comunicaçâo S.A.), as Issuer, the Guarantors named therein, as
Guarantors, and The Chase Manhattan Bank N.A., as Trustee, with respect to Net Serviços de Comunicação S.A.s issuance of its US$185 million Senior Guaranteed Notes due 2004 (incorporated by reference to Exhibit 2.1 of the
Registrants annual report on Form 20-F (No. 0-28860) for the fiscal year ended December 31, 2001, filed with the U.S. Securities and Exchange Commission).                            
|   
|2.2 | Indenture, dated as of October 31, 1997, among Net Sul TV a Cabo e Participações Ltda., as Issuer, the Guarantors named therein, as Guarantors, The Chase Manhattan Bank, New York, as Trustee, The Chase
Manhattan Bank, New York, as Registrar and Paying Agent, The Chase Manhattan Bank, London Branch, as Transfer Agent, Calculation Agent and Paying Agent, Chase Manhattan Bank Luxembourg, S.A., as Paying Agent, and Chase Trust Bank, as Principal
Paying Agent (incorporated by reference to Exhibit 2.2 of the Registrants annual report on Form 20-F (No. 0-28860) for the Fiscal Year ended
|   



|8
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|    | December 31, 2002, filed with the U.S. Securities and Exchange Commission).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|2.3 | First Supplemental Indenture, dated as of December 18, 1998, to the Indenture, dated as of October 31, 1997, among Net Sul Comunicações S.A. (formerly known as Net Sul TV a Cabo e Participações
Ltda.), as Issuer, the Guarantors named therein, as Guarantors and The Chase Manhattan Bank, as Trustee (incorporated by reference to Exhibit 2.3 of the Registrants annual report on Form 20-F (No. 0-28860) for the Fiscal Year ended December
31, 2002, filed with the U.S. Securities and Exchange Commission).                                                                                                       
|   
|2.4 | Second Supplemental Indenture, dated as of August 30, 2000, to the Indenture, dated as of October 31, 1997, as amended and restated on December 18, 1998, among Net Sul Comunicações S.A. (formerly known as Net
Sul TV a Cabo e Participações Ltda.), as Issuer, the Guarantors named therein, as Guarantors and The Chase Manhattan Bank, as Trustee (incorporated by reference to Exhibit 2.4 of the Registrants annual report on Form 20-F (No.
0-28860) for the Fiscal Year ended December 31, 2002, filed with the U.S. Securities and Exchange Commission).                                                          
|   
|2.5 | Third Supplemental, dated as of October 31, 2000, to the Indenture, dated as of October 31, 1997, as amended and restated on December 18, 1998 and further supplemented as of August 30, 2000, among Net Sul
Comunicações S.A. (formerly known as Net Sul TV a Cabo e Participações Ltda.), as Issuer the Guarantors named therein, as Guarantors and The Chase Manhattan Bank, as Trustee (incorporated by reference to Exhibit 2.5 of
the Registrants annual report on Form 20-F (No. 0-28860) for the Fiscal Year ended December 31, 2002, filed with the U.S. Securities and Exchange Commission).                      
|   
|2.6 | Fourth Supplemental, dated as of October 31, 2000, to the Indenture, dated as of October 31, 1997, as amended and restated on December 18, 1998 and further supplemented as of August 30, 2000 and October 31, 2000 among Net
Sul Comunicações S.A. (formerly known as Net Sul TV a Cabo e Participações Ltda.), as Issuer, the Guarantors named therein, as Guarantors and The Chase Manhattan Bank, as Trustee (incorporated by reference to Exhibit 2.6
of the Registrants annual report on Form 20-F (No. 0-28860) for the Fiscal Year ended December 31, 2002, filed with the U.S. Securities and Exchange Commission).
|   
|2.7 | Letter Agreement, dated as of August 28, 2003, among Net Sul Comunicações Ltda, the Guarantors named therein, as Guarantors, Televisão a Cabo. Cricuma Ltda., as Guarantor, Wells Fargo Bank Minnesota,
National Association, as Trustee, JPMorgan Chase Bank,
as Registrar and Paying Agent, JPMorgan Chase Bank, as Transfer Agent,
Calculation Agent and Paying Agent, J.P. Morgan Bank Luxembourg S.A., as Paying Agent and J.P. Morgan Trust Bank, as Principal
Paying Agent, in respect of the Net Sul Seies A Floating Rate Notes due 2005 and Put Option.*                                                           
|   
|   
|   



|9
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|     | Wells Fargo Bank Minnesota, National Association, as Trustee, JPMorgan Chase Bank, as Registrar and Paying Agent, JPMorgan Chase Bank, as Transfer Agent, Calculation Agent and Paying Agent, J.P. Morgan Bank Luxembourg S.A.,
as Paying Agent and J.P. Morgan Trust Bank, as Principal Paying Agent, in respect of the Net Sul Seies A Floating Rate Notes due 2005 and Put Option.*                                                                                                                                                                                                                                                                                                                    
|---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    
|2.10 | Form of Commitment Letter among Net Serviços de Comunicação S.A. and its creditor.*                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    
|4.1  | Shareholders Agreement, dated as of July 11, 2002, among Distel Holding S.A., Roma Participações Ltda., Bradesplan Participações S.A., BNDES Participações S.A., Microsoft
B.V., RBS Participações S.A., Zero Hora Editora Jornalistica S.A., and, furthermore, as Intervening Parties, Net Serviços de Comunicação S.A.s, Globo Comunicações e Participações
S.A., Bradespar S.A. and Microsoft Corporation, together with an English-language translation thereof (incorporated by reference to Exhibit 4.1 of the Registrants annual report on Form 20-F (No. 0-28860) for the Fiscal Year ended December 31,
2002, filed with the U.S. Securities and Exchange Commission).                        
|    
|4.2  | Programming Agreement (Contrato de Comissão), dated as of June 27, 2004, between Net Brasil S.A. and Net Serviços de Comunicaçâo S.A.*                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    
|4.4  | Protocol of Recapitalization of Globo Cabo S.A., dated as of April 10, 2002, among Distel Holding S.A., Globo Comunicações e Participações S.A., Roma Participações Ltda., Globo Cabo
S.A., Bradesplan Participações S.A., Bradespar S.A., RBS Participações S.A., BNDES Participações S.A., and, as intervening consenting party, Net Brasil S.A., together with an English-language translation thereof (incorporated by reference to Exhibit
4.6 of the Registrants annual report on Form 20-F (No. 0-28860) for the fiscal
year ended December 31, 2001, filed with the U.S. Securities and Exchange Commission).                                                                                    
|    
|4.5  | First Amendment to the Protocol of Recapitalization of Globo Cabo S.A., dated as of April 30, 2002, among
Distel Holding S.A., Globo Comunicações e Participações S.A., Roma Participações Ltda., Globo Cabo S.A.,
Bradesplan Participações S.A., Bradespar S.A., RBS Participações S.A., BNDES Participações S.A., and, as
intervening consenting party, Net Brasil S.A., together with an English-language translation thereof
(incorporated by reference to Exhibit 4.7 of the Registrants annual report on Form 20-F (No. 0-28860) for
the fiscal year ended December 31, 2001, filed with the U.S. Securities and Exchange Commission).                                                             
|    
|4.6  | Second Amendment to the Protocol of Recapitalization of Net Serviços de Comunicação S.A. (formerly Globo
Cabo S.A.), dated as of June 14, 2002, among Distel Holding S.A., Globo Comunicações e Participações S.A.,
Roma Participações Ltda., Net Serviços de Comunicação S.A., Bradesplan Participações S.A., Bradespar S.A.,
RBS Participações S.A., BNDES Participações S.A., and, as intervening consenting party, Net Brasil S.A.,
together with an English-language translation thereof (incorporated by reference to Exhibit 4.8 of the
Registrants annual report on Form 20-F (No. 0-28860) for the fiscal year ended December 31, 2001, filed
with the U.S. Securities and Exchange Commission).
|    
|8.1  | List of our Subsidiaries.*                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    

|12.1 | Certification of Francisco Tosta Valim Filho, Chief Executive Officer of Net Serviços de Comunicação S.A., pursuant to 15 U.S.C. Section 78(m), as adopted pursuant to Section
|---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    



|10
|--



---



|     | 302 of the Sarbanes-Oxley Act of 2002.*                                                                                                                                                                                                                                       
|---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    
|12.2 | Certification of Leonardo Porciúncula Gomes Pereira, Chief Financial Officer of Net Serviços de Comunicação S.A., pursuant to 15 U.S.C. Section 78(m), as adopted pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.*                                                 
|    
|12.3 | Certification of Francisco Tosta Valim Filho, Chief Executive Officer of Net Serviços de Comunicação S.A., pursuant to 15 U.S.C. Section 78(m), as adopted pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002, with respect to Amendment No. 1 to the Form 20-F.       
|    
|12.4 | Certification of Leonardo Porciúncula Gomes Pereira, Chief Financial Officer of Net Serviços de Comunicação S.A., pursuant to 15 U.S.C. Section 78(m), as adopted pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002, with respect to Amendment No. 1 to the Form 20-F.
|    
|13.1 | Certification of Francisco Tosta Valim Filho, Chief Executive Officer of Net Serviços de Comunicação S.A.,
pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*                                                         
|    
|13.2 | Certification of Leonardo Porciúncula Gomes Pereira, Chief Financial Officer of Net Serviços de Comunicação S.A., pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.*                                                  
|    

*Previously filedWe hereby agree to furnish to the Securities and Exchange Commission copies of any of our other long term debt instruments and agreements as the Commission requests.



|11
|--



---



SIGNATURES

The registrant hereby
certifies that it meets all of the requirements for filing on this Amendment No. 1 to
Form 20-F and has duly caused and authorized the undersigned to sign this annual report
on its behalf.

April 11, 2005

| | NET SERVIÇOS DE COMUNICAÇÃO S.A.        
| | ----------------------------------------
|
|
| | /s/ Francisco Tosta Valim Filho         
| |                                         
| | Name: Francisco Tosta Valim Filho       
| | Title: Chief Executive Officer          
|
|
| | /s/ Leonardo Porciúncula Gomes Pereira  
| |                                         
| | Name: Leonardo Porciúncula Gomes Pereira
| | Title: Chief Financial Officer          

---



EXHIBIT INDEX

|Exhibit Number | Description
|-------------- | -----------

|1.1 | By-laws
of Net Serviços de Comunicação S.A., as amended on October 30, 2002, together with an
                    English-language translation thereof (incorporated by reference to
Exhibit 1.1 of the                     Registrants annual report on Form 20-F (No.
0-28860) for the Fiscal Year ended December 31,                     2002, filed with the
U.S. Securities and Exchange Commission).
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|2.1 | Indenture,
dated as of June 18, 1996, among Multicanal Participações S.A. (predecessor in
                    interest to Net Serviços de Comunicação S.A.), as Issuer, the
Guarantors named therein, as                     Guarantors, and The Chase Manhattan Bank
N.A., as Trustee, with respect to Net Serviços de                     Comunicação S.A.s
issuance of its US$185 million Senior Guaranteed Notes due 2004 (incorporated
                    by reference to Exhibit 2.1 of the Registrants annual report on Form
20-F (No. 0-28860) for the                     fiscal year ended December 31, 2001, filed
with the U.S. Securities and Exchange Commission).
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|2.2 | Indenture,
dated as of October 31, 1997, among Net Sul TV a Cabo e Participações Ltda., as
                    Issuer, the Guarantors named therein, as Guarantors, The Chase
Manhattan Bank, New York, as                     Trustee, The Chase Manhattan Bank, New
York, as Registrar and Paying Agent, The Chase Manhattan                     Bank, London
Branch, as Transfer Agent, Calculation Agent and Paying Agent, Chase Manhattan Bank
                    Luxembourg, S.A., as Paying Agent, and Chase Trust Bank, as Principal
Paying Agent (incorporated                     by reference to Exhibit 2.2 of the
Registrants annual report on Form 20-F (No. 0-28860) for the                     Fiscal
Year ended December 31, 2002, filed with the U.S. Securities and Exchange Commission).
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|2.3 | First
Supplemental Indenture, dated as of December 18, 1998, to the Indenture, dated as of
                    October 31, 1997, among Net Sul Comunicações S.A. (formerly known as
Net Sul TV a Cabo e                     Participações Ltda.), as Issuer, the Guarantors
named therein, as Guarantors and The Chase                     Manhattan Bank, as Trustee
(incorporated by reference to Exhibit 2.3 of the Registrants annual
                    report on Form 20-F (No. 0-28860) for the Fiscal Year ended December
31, 2002, filed with the                     U.S. Securities and Exchange Commission).
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|2.4 | Second
Supplemental Indenture, dated as of August 30, 2000, to the Indenture, dated as of
                    October 31, 1997, as amended and restated on December 18, 1998, among
Net Sul Comunicações S.A.                     (formerly known as Net Sul TV a Cabo e
Participações Ltda.), as Issuer, the Guarantors named                     therein, as
Guarantors and The Chase Manhattan Bank, as Trustee (incorporated by reference to
                    Exhibit 2.4 of the Registrants annual report on Form 20-F (No.
0-28860) for the Fiscal Year                     ended December 31, 2002, filed with the
U.S. Securities and Exchange Commission).
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|2.5 | Third
Supplemental, dated as of October 31, 2000, to the Indenture, dated as of October 31,
                    1997, as amended and restated on December 18, 1998 and further
supplemented as of August 30,                     2000, among Net Sul Comunicações S.A.
(formerly known as Net Sul TV a Cabo e Participações                     Ltda.), as
Issuer the Guarantors named therein, as Guarantors and The Chase Manhattan Bank, as
                    Trustee (incorporated by reference to Exhibit 2.5 of the Registrants
annual report on Form 20-F                     (No. 0-28860) for the Fiscal Year ended
December 31, 2002, filed with the U.S. Securities and                     Exchange
Commission).
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

---



|2.6 | Fourth
Supplemental, dated as of October 31, 2000, to the Indenture, dated as of October 31,
                    1997, as amended and restated on December 18, 1998 and further
supplemented as of August 30,                     2000 and October 31, 2000 among Net Sul
Comunicações S.A. (formerly known as Net Sul TV a Cabo e                     Participações
Ltda.), as Issuer, the Guarantors named therein, as Guarantors and The Chase
                    Manhattan Bank, as Trustee (incorporated by reference to Exhibit 2.6
of the Registrants annual                     report on Form 20-F (No. 0-28860) for the
Fiscal Year ended December 31, 2002, filed with the                     U.S. Securities
and Exchange Commission).
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|2.7 | Letter
Agreement, dated as of August 28, 2003, among Net Sul Comunicações Ltda, the Guarantors
                    named therein, as Guarantors, Televisão a Cabo. Cricuma Ltda., as
Guarantor, Wells Fargo Bank                     Minnesota, National Association, as
Trustee, JPMorgan Chase Bank, as Registrar and Paying Agent,                     JPMorgan
Chase Bank, as Transfer Agent, Calculation Agent and Paying Agent, J.P. Morgan Bank
                    Luxembourg S.A., as Paying Agent and J.P. Morgan Trust Bank, as
Principal Paying Agent, in                     respect of the Net Sul Seies A Floating
Rate Notes due 2005 and Put Option.*
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|2.8 | Letter
Agreement, dated as of January 13, 2004, among Net Sul Comunicações Ltda, the Guarantors
                    named therein, as Guarantors, Televisão a Cabo. Cricuma Ltda., as
Guarantor, Wells Fargo Bank                     Minnesota, National Association, as
Trustee, JPMorgan Chase Bank, as Registrar and Paying Agent,                     JPMorgan
Chase Bank, as Transfer Agent, Calculation Agent and Paying Agent, J.P. Morgan Bank
                    Luxembourg S.A., as Paying Agent and J.P. Morgan Trust Bank, as
Principal Paying Agent, in                     respect of the Net Sul Seies A Floating
Rate Notes due 2005 and Put Option.*
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|2.9 | Letter
Agreement, dated as of April 13, 2004, among Net Sul Comunicações Ltda, the Guarantors
                    named therein, as Guarantors, Televisão a Cabo. Cricuma Ltda., as
Guarantor, Wells Fargo Bank                     Minnesota, National Association, as
Trustee, JPMorgan Chase Bank, as Registrar and Paying Agent,                     JPMorgan
Chase Bank, as Transfer Agent, Calculation Agent and Paying Agent, J.P. Morgan Bank
                    Luxembourg S.A., as Paying Agent and J.P. Morgan Trust Bank, as
Principal Paying Agent, in                     respect of the Net Sul Seies A Floating
Rate Notes due 2005 and Put Option.*
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|2.10 | Form
of Commitment Letter among Net Serviços de Comunicação S.A. and its creditor.*
|---- | -----------------------------------------------------------------------------------

|4.1 | Shareholders Agreement,
dated as of July 11, 2002, among Distel Holding S.A., Roma                     Participações
Ltda., Bradesplan Participações S.A., BNDES Participações S.A.,  Microsoft B.V.,
                    RBS Participações S.A., Zero Hora Editora Jornalistica S.A., and,
furthermore, as Intervening                     Parties, Net Serviços de Comunicação S.A.s,
Globo Comunicações e Participações S.A., Bradespar                     S.A. and Microsoft
Corporation, together with an English-language translation thereof
                    (incorporated by reference to Exhibit 4.1 of the Registrants annual
report on Form 20-F (No.                     0-28860) for the Fiscal Year ended December
31, 2002, filed with the U.S. Securities and                     Exchange Commission).
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|4.2 | Programming
Agreement (Contrato de Comissão), dated as of June 27, 2004, between Net Brasil S.A.
                    and Net Serviços de Comunicação S.A.*
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------

|4.4 | Protocol
of Recapitalization of Globo Cabo S.A., dated as of April 10, 2002, among Distel
                    Holding S.A., Globo Comunicações e Participações S.A., Roma Participações
Ltda., Globo Cabo                     S.A., Bradesplan Participações S.A., Bradespar
S.A., RBS Participações S.A., BNDES Participações                     S.A., and, as
intervening consenting party, Net Brasil S.A., together with an English-language
                    translation thereof (incorporated by
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

---



| | reference
to Exhibit 4.6 of the Registrants annual report                     on Form 20-F (No.
0-28860) for the fiscal year ended December 31, 2001, filed with the U.S.
                    Securities and Exchange Commission).
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|4.5 | First
Amendment to the Protocol of Recapitalization of Globo Cabo S.A., dated as of April 30,
                    2002, among Distel Holding S.A., Globo Comunicações e Participações
S.A., Roma Participações                     Ltda., Globo Cabo S.A., Bradesplan Participações
S.A., Bradespar S.A., RBS Participações S.A.,                     BNDES Participações
S.A., and, as intervening consenting party, Net Brasil S.A., together with
                    an English-language translation thereof (incorporated by reference to
Exhibit 4.7 of the                     Registrants annual report on Form 20-F (No.
0-28860) for the fiscal year ended December 31,                     2001, filed with the
U.S. Securities and Exchange Commission).
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|4.6 | Second
Amendment to the Protocol of Recapitalization of Net Serviços de Comunicação S.A.
                    (formerly Globo Cabo S.A.), dated as of June 14, 2002, among Distel
Holding S.A., Globo                     Comunicações e Participações S.A., Roma Participações
Ltda., Net Serviços de Comunicação S.A.,                     Bradesplan Participações
S.A., Bradespar S.A., RBS Participações S.A., BNDES Participações S.A.,
                    and, as intervening consenting party, Net Brasil S.A., together with
an English-language                     translation thereof (incorporated by reference to
Exhibit 4.8 of the Registrants annual report                     on Form 20-F (No.
0-28860) for the fiscal year ended December 31, 2001, filed with the U.S.
                    Securities and Exchange Commission).
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|8.1 | List
of our Subsidiaries.*
|--- | --------------------------

|12.1 | Certification
of Francisco Tosta Valim Filho, Chief Executive Officer of Net Serviços de
                    Comunicação S.A., pursuant to 15 U.S.C. Section 78(m), as adopted
pursuant to Section 302 of the                     Sarbanes-Oxley Act of 2002.*
|---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|12.2 | Certification
of Leonardo Porciúncula Gomes Pereira, Chief Financial Officer of Net Serviços de
                    Comunicação S.A., pursuant to 15 U.S.C. Section 78(m), as adopted
pursuant to Section 302 of the                     Sarbanes-Oxley Act of 2002.*
|---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|12.3 | Certification
of Francisco Tosta Valim Filho, Chief Executive Officer of Net Serviços de
                    Comunicação S.A., pursuant to 15 U.S.C. Section 78(m), as adopted
pursuant to Section 302 of the                     Sarbanes-Oxley Act of 2002, with
respect to Amendment No. 1 to the Form 20-F.
|---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|12.4 | Certification
of Leonardo Porciúncula Gomes Pereira, Chief Financial Officer of Net Serviços de
                    Comunicação S.A., pursuant to 15 U.S.C. Section 78(m), as adopted
pursuant to Section 302 of the                     Sarbanes-Oxley Act of 2002, with
respect to Amendment No. 1 to the Form 20-F.
|---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|13.1 | Certification
of Francisco Tosta Valim Filho, Chief Executive Officer of Net Serviços de
                    Comunicação S.A., pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the                     Sarbanes-Oxley Act of 2002.*
|---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|13.2 | Certification
of Leonardo Porciúncula Gomes Pereira, Chief Financial Officer of Net Serviços de
                    Comunicação S.A., pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the                     Sarbanes-Oxley Act of 2002.*
|---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

*Previously filed

---



We hereby agree to
furnish to the Securities and Exchange Commission copies of any of our other long term
debt instruments and agreements as the Commission requests.

---



Exhibit 12.3

Certification                         Pursuant
to Section 302 of the Sarbanes-Oxley Act of 2002

I, Francisco Tosta
Valim Filho, certify that:

|1. | I
have reviewed this Amendment No. 1 to the annual report on Form 20-F of Net Serviços de
                  Comunicação S.A.; and
|-- | ---------------------------------------------------------------------------------------------------------------------------------

|2. | Based
on my knowledge, this report does not contain any untrue statement of a material
                  fact or omit to state a material fact necessary to make the statements
made, in light of                   the circumstances under which such statements were
made, not misleading with respect to                   the period covered by this report.
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Date:
   April 11, 2005
| | -----------------------

| | /s/ Francisco Tosta Valim Filho  
| | ---------------------------------
| |                                  
| | Name: Francisco Tosta Valim Filho
| | Title: Chief Executive Officer   

---



Exhibit 12.4

Certification                         Pursuant
to Section 302 of the Sarbanes-Oxley Act of 2002

I, Leonardo Porciúncula
Gomes Pereira, certify that:

|1. | I
have reviewed this Amendment No. 1 to the annual report on Form 20-F of Net Serviços de
                  Comunicação S.A.; and
|-- | ---------------------------------------------------------------------------------------------------------------------------------

|2. | Based
on my knowledge, this report does not contain any untrue statement of a material
                  fact or omit to state a material fact necessary to make the statements
made, in light of                   the circumstances under which such statements were
made, not misleading with respect to                   the period covered by this report.
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Date:
   April 11, 2005
| | -----------------------

| | /s/ Leonardo Porciúncula Gomes Pereira   
| | -----------------------------------------
| |                                          
| | Name:  Leonardo Porciúncula Gomes Pereira
| | Title:  Chief Financial Officer