UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                   FORM 10-K/A

(Mark One)

[X]             ANNUAL REPORT PURSUANT TO SECTION 13 OR 5(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended  December 31, 2004
                           ----------------------------------------------------

                                       OR

[ ]           TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

                        Commission File Number 000-08187

                       CabelTel International Corporation
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

             Nevada                                          75-2399477
-------------------------------                     ----------------------------
(State or other jurisdiction of                     (IRS Employer Identification
 Incorporation or organization)                                Number)

1755 Wittington Place, Suite 340, Dallas, Texas                   75234
-----------------------------------------------         ------------------------
    (Address of prinicpal executive offices)                   (Zip Code)

Registrant's Telephone Number, including area code           972-407-8400
                                                    ----------------------------
Securities registered pursuant to Section 12(b) of the Act:

     Title of Each Class               Name of each exchange on which registered

Common Stock, $0.01 par value                  American Stock Exchange
-----------------------------          -----------------------------------------

Securities registered pursuant to Section 12(g) of the Act: None

         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 [ X ] No [ ]

         Indicate by check mark if disclosure of delinquent  filers  pursuant to
Item 405 of Regulation S-K (ss.229.405 of this chapter) is not contained herein,
and will not be contained,  to the best of registrant's knowledge, in definitive
proxy or information  statements  incorporated  by reference in Part III of this
Form 10-K or any amendment to this Form 10-K. [ X ]

         Indicate by check mark whether the registrant is an  accelerated  filer
(as defined in Rule 12b-2 of the Act). Yes [ ] No [ X ]

         The aggregate  market value of the voting stock held by  non-affiliates
of the issuer,  computed  by  reference  to the closing  sales price on June 30,
2004,  was  approximately   $2,424,000.  At  March  31,  2005,  the  issuer  had
outstanding approximately 977,004 shares of par value $0.01 Common Stock.


                       DOCUMENTS INCORPORATED BY REFERENCE
                                      None

<PAGE>

                               AMENDMENT NO. 2 TO
                         ANNUAL REPORT ON FORM 10-K FOR
                       CABELTEL INTERNATIONAL CORPORATION

         The undersigned Registrant hereby amends the following items, exhibits,
or other  portions  of its Annual  Report on Form 10-K for the fiscal year ended
December 31, 2004 as set forth below and as reflected in the  substituted  pages
attached hereto which replace the same numbered pages in the original filing:

         o        Cover  Page  -  Correction  of  typographical  error  on  word
                  "principal."

         o        Page 6 - Correction of symbol (Mbbl) under subcaption "Summary
                  Oil Reserve Data."

         o        Page  12  -  Correction   of   typographical   error  of  word
                  "tortious."

         o        Page 14 - Deletion of "XYZ" under  second  full  paragraph  of
                  Item 5.

         o        Page 16 - Correction of typographical error "assumes."

         o        Page 19 - In  second  full  paragraph,  change  $1,455,000  to
                  $370,000 in 2004,  change  $1,346,000 to $565,000 in 2003, and
                  change $2,414,000 to $2,076,000 in 2002.

                  In third  full  paragraph,  change  of  number  $5,009,000  to
                  $4,165,000  in 2004 and change  $3,829,000  to  $3,461,000  in
                  2003.

                  In fourth full paragraph, change the number $3,479,000 in 2004
                  to $3,720,000, and change $3,487,000 in 2003 to $3,900,000.

         o        Page 28 - Under  subcaption  "Code of Ethics," a typographical
                  error correction of word "principal."

         o        Page  34  -  Correction   of   typographical   error  of  word
                  "therefore" in final paragraph on page.

         o        Page  36  -  Under   "Audit-Related   Fees,"   correction   of
                  grammatical error "are" to "is."

         o        Page F-19 - Note H - Earnings per share on the line designated
                  "Effect of diluted  securities - Employee stock  options," the
                  year 2004  should be -0-,  the year 2003 should be 80, and the
                  year 2002 should be 20.

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



<PAGE>

                                    SIGNATURE

         Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended,  the  Registrant  has duly  caused this  Amendment  to be signed on its
behalf by the undersigned, thereunto duly-authorized.

         Date:  April 20, 2005.

                                        CABELTEL INTERNATIONAL CORPORATION


                                        By: /s/ Gene S. Bertcher
                                           -------------------------------------
                                           Gene S. Bertcher, President and Chief
                                           Financial Officer