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. 3 TO
                         ANNUAL REPORT ON FORM 10-K FOR
                       CABELTEL INTERNATIONAL CORPORATION

         The undersigned  Registrant  hereby further 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    Pages 32-34 - the table of ownership  percentages  has been  corrected
          and the footnotes to the table have been  corrected for  typographical
          errors.

     o    Page 34 - the resulting  percentages  in the  ownership  table and the
          numbers of shares of certain  stockholders  in the paragraph under the
          table have been corrected.

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



<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:  May 6, 2005.

                                        CABELTEL INTERNATIONAL CORPORATION


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




<PAGE>

Item 12.  Security Ownership of Certain Beneficial Owners and Management

         The  following  table  sets  forth  as  of  March  31,  2005,   certain
information  with  respect  to all  stockholders  known  by the  company  to own
beneficially  more than 5% of the  outstanding  common stock,  which is the only
outstanding class of securities of the company, except for Series J 2% Preferred
Stock and Series B preferred  stock (the ownership of which is  immaterial),  as
well  as  information   with  respect  to  the  company's   common  stock  owned
beneficially by each director,  director nominee,  and current executive officer
whose  compensation  from the  company  in 2004  exceeded  $100,000,  and by all
directors and executive officers as a group. Unless otherwise indicated, each of
these  stockholders  has sole voting and  investment  power with  respect to the
shares beneficially owned.

                                                       Common Stock
                                              ----------------------------------
       Name of Beneficial Owner               No. of Shares   Percent of Class*
--------------------------------------------- -------------- -------------------
Victor L. Lund(1)                                  108,994         11.16%
Gene S. Bertcher(2)                                 71,811          7.35%
Roz Campisi Beadle                                     100           **
Ronald C. Finley(8)                                      -            -
James E. Huffstickler                                    -            -
Dan Locklear                                             -            -
JRG Investments, Inc.(3)(5)                        156,884         16.06%
TacCo Financial, Inc.(3)(4)(6)                     228,726         23.41%
International Health Products, Inc.(3)(7)            9,770          1.02%
All  executive  officers  and  directors           180,905         18.52%
as a group (six persons)
-----------------------
*Based on 977,004 shares of common stock outstanding at March 31, 2005.

**less than 1%

     (1)  Consists of 108,994 shares of common stock owned by Mr. Lund.

     (2)  Consists of 71,811 shares of common stock owned by Mr. Bertcher.

     (3)  Based on a Schedule 13D,  amended  December 12, 2004, filed by each of
          these  entities and by Gene E.  Phillips  and each of those  entities,
          each of these  entities  owns of record the number of shares set forth
          for such  entity  in the  table.  The Form 13D  indicates  that  these
          entities and Mr.  Phillips may be deemed a "Person" within the meaning
          of Section 13D of the Securities Exchange Act of 1934.

     (4)  Consists  of 228,726  shares of common  stock  (which does not include
          156,884  shares held by JRG  Investments,  Inc. or an option to 40,000
          shares of common stock at an exercise price of $2.60 per share). TacCo
          Financial,  Inc.  also holds a Warrant to purchase  170,000  shares at
          $3.58  per  share  exercisable  only  after  stockholder  approval  to
          exchange the  Company's  Series J 2% Preferred  Stock for common stock
          before  October 1, 2005 and not  exercisable if such approval does not
          occur.

     (5)  Officers and Directors of JRG Investment  Co., Inc.  ("JRG") are J. T.
          Tackett,  Director,  President  and  Treasurer  and  E.  Wayne  Starr,
          Director,  Chairman and CEO. JRG is a wholly owned subsidiary of Tacco
          Financial, Inc.

     (6)  Officers  and  Directors  of Tacco  Financial,  Inc.  ("TFI") are J.T.
          Tackett, Director, Chairman and CEO; J.T. Tackett, Director, President
          and Treasurer and Mary K. Willett, Vice president and Secretary. TFI;s
          stock  is  owned  by  Electrical   Networks,   Inc.  (75%)  and  Starr
          Investments (25%).

     (7)  Officers and Directors of International Health Products, Inc. ("IHPI")
          are Ken L. Joines,  Director,  President  and  Treasurer;  Bradford A.
          Phillips,  Vice  President and Jamie Cobb,  Secretary.  IHPI is wholly
          owned by a trust for the  benefit of the wife and  children of Gene E.
          Phillips.


<PAGE>

     (8)  It is  anticipated  that  approval  will  occur for the  owners of the
          Series J 2% Preferred  stock to exchange  their  preferred  shares for
          shares of common stock. Mr. Ronald Finley owns 14,175 shares of Series
          J 2%  Preferred  Stock  which  if,  as  anticipated  by  the  Company,
          exchanged for Common Stock would be 3,954,825 shares, or approximately
          40.5% of the then outstanding common stock.



         On October 12, 2004, the Company entered into an Acquisition  Agreement
with four individuals, Ronald C. Finley, Jeffrey A. Finley, Bradford A. Phillips
and  Gene  E.   Phillips,   pursuant  to  which  the   Company   acquired  in  a
stock-for-stock  exchange all of the issued and outstanding  equity interests of
two privately-held U.S. Corporations, Finley Equities, Inc., a Texas corporation
("FEINC") and American Realty Management, Inc., a Nevada corporation ("ARM"), in
exchange  for the issuance of 31, 500 shares of the  Company's  newly-designated
Series J 2% Preferred Stock,  liquidation value $1,000 per share.  FEINC and ARM
each owned an  undivided  one-half of the equity  interest in Tacaruna  B.V.,  a
Netherlands  company,  which in turn directly owned 30% of CableTEL AD. Tacaruna
B.V. also owned 64% of the equity of Narisma  Holdings,  Ltd., a Cyprus company,
which in turn owns the balance of 70% of CableTEL AD. Prior to this transaction,
the Company  had no material  relationship  with  Ronald C.  Finley,  Jeffrey A.
Finley or  Bradford  A.  Phillips.  Bradford  A.  Phillips is the son of Gene E.
Phillips. Gene E. Phillips is an individual who has significant contact with and
influence  upon  matters  handled by Basic  Capital  Management,  Inc., a Nevada
corporation ("BCM"),  International Health Products,  Inc., a Nevada corporation
("IHPI"),  TacCo  Financial,   Inc.,  a  Nevada  corporation  ("TFI"),  and  its
wholly-owned subsidiary, JRG Investment Co., Inc., a Nevada corporation ("JRG").
Reference is made to the preceding  table for the common stock ownership of such
entities.

         The  consideration  given by the Company for the assets received was an
aggregate  of  31,500  shares  of the  Company's  newly-designated  Series  J 2%
Preferred Stock,  liquidation value $1,000 per share. Such Series J 2% Preferred
Stock has the right to receive  cumulative  cash  dividends of $20 per share per
annum,  payable  quarterly,  payment  of  $1,000  per  share  in  the  event  of
dissolution, liquidation or winding-up of the Company before any distribution is
made by the Company to its common stockholders,  optional redemption at any time
after  September  30,  2006 at a price  of  $1,000  per  share  plus  cumulative
dividends,  no initial  right of  conversion  into any other  securities  of the
Company,  and voting rights  consisting of five votes per share voting  together
with all other  classes of stock.  Subsequently,  on February 16, 2005,  Gene E.
Phillips  contributed  all 12,600  shares of Series J 2% Preferred  Stock to CIC
Investment LLC, a Nevada limited liability company, of which Gene E. Phillips is
the sole  member.  Also on February  15,  2005,  Bradford A.  Phillips  sold and
transferred 1,575 shares of Series J 2% Preferred Stock to PS II Management LLC,
a Texas limited liability company,  which is indirectly owned by a trust for the
benefit of the children of Bradford A. Phillips.  Bradford A. Phillips  retained
the other 1,575 shares of Series J 2% Preferred Stock.

         The  Acquisition   Agreement   contained   customary   representations,
warranties  and  covenants by the parties,  but also  required,  that as soon as
reasonably  practicable  and in no event later than September 30, 2005, that the
Company  present  the  transaction  represented  by the  Acquisition  Agreement,
together with a proposed  mandatory  exchange of Series J 2% Preferred Stock for
Common  Stock to its current  stockholders  in  accordance  with the  applicable
requirements  of the Securities and Exchange  Commission and the AMEX for a vote
(or written  consent by the  requisite  number) of  stockholders  to approve the
transaction,  including  a  mandatory  exchange  of all  shares  of  Series J 2%
Preferred  Stock for shares of the  Company's  Common  Stock on the basis of 279
shares of Common  Stock for each  share of Series J 2%  Preferred  Stock,  which
would result in an aggregate of 8,788,500 shares of Common Stock being issued to
the four individuals or their transferees,  which would then constitute at least
89% of the total issued and  outstanding  shares of Common Stock of the Company,

<PAGE>
<TABLE>
<CAPTION>

all  subject to the  listing  requirements  with the AMEX.  If the  proposal  is
ultimately  approved by the requisite number of votes of stockholders,  it would
result in the following  individuals or entities  owning the number of shares of
Common Stock of the Company set forth opposite their  respective  names below by
virtue of the exchange of the shares of Series J 2%  Preferred  Stock for Common
Stock, which, based upon a new total number of shares of Common Stock then to be
outstanding of 9,765,504  shares,  would result in such  individuals or entities
owning the then percentage of the total  outstanding  shares of Common Stock set
forth opposite the number of shares in the table below:


                                                                          Anticipated
                           No. of Shares of                            Percentage of Then
                              Series J            Assumed Exchange     Outstanding Shares
                          2% Preferred Stock      of Common Stock       of Common Stock
 Name of Stockholder             Owned          No. of Shares Owned     After Exchange
<S>                       <C>                   <C>                     <C>
Jeffrey A. Finley                 1,575                439,425               4.50%
Ronald C. Finley                 14,175              3,954,825              40.50%
Bradford A. Phillips              1,575                439,425               4.50%
CIC Investment LLC               12,600              3,515,400              36.00%
PS II Management LLC              1,575                439,425               4.50%
</TABLE>

         Assuming the proposal is ultimately approved by the requisite number of
votes,  a change in  control of the  Company  would  occur.  As a result of such
exchange,  Gene E.  Phillips,  the sole  member  of CIC  Investment  LLC,  would
beneficially own 3,515,400 shares of Common Stock,  constituting 36% of the then
issued and outstanding shares of Common Stock, and three corporations,  TFI, JRG
and IHPI would also own in the aggregate  395,380  shares of Common Stock of the
Company,  or  approximately  4.05% of the then issued and outstanding  shares of
Common Stock. Also, Ronald C. Finley,  Chairman of the Board and Chief Executive
Officer of the Company,  would beneficially own 3,954,825 shares of Common Stock
of the Company, or approximately 40.5% of the then issued and outstanding shares
of Common Stock.

         If the  proposal  does  not  ultimately  receive  the  approval  of the
requisite number of votes of stockholders, prior to September 30, 2005, then, at
any time  thereafter  until  September  30,  2006,  the holders of the shares of
Series J 2%  Preferred  Stock  have  the  option  exercisable  by all of them to
either:

     o    rescind in full and revoke the transaction  covered by the Acquisition
          Agreement  by  returning  all 31,500  shares of Series J 2%  Preferred
          Stock to the  Company,  upon which the Company  shall be  obligated to
          deliver  back to such  holders  all  equity  securities  of any entity
          owning all of the ordinary shares and other  securities of Tacaruna BV
          or CableTEL AD, or

     o    deliver  to the  Company  all 31,500  shares of Series J 2%  Preferred
          Stock and receive in exchange  therefor all of the ordinary shares and
          other  securities of Tacaruna BV outstanding  and owned by the Company
          such that such  holders  will  become the owners and holders of all of
          the issued and  outstanding  securities  of Tacaruna BV, which in turn
          continues to own shares of CableTEL AD and shares of Narisma Holdings,
          Ltd.