424B5 1 y04567e424b5.htm FILED PURSUANT TO RULE 424B5 FILED PURSUANT TO RULE 424B5
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Filed pursuant to Rule 424(b)(5)
Registration No. 333-117111
PROSPECTUS SUPPLEMENT
(to Prospectus Dated December 27, 2004)

The Republic of Argentina

Offers to Owners of

EACH SERIES OF BONDS LISTED IN ANNEX A TO THIS PROSPECTUS SUPPLEMENT
(collectively, the “Eligible Securities”)
to exchange Eligible Securities for its
PAR BONDS DUE DECEMBER 2038 (“PARS”),
DISCOUNT BONDS DUE DECEMBER 2033 (“DISCOUNTS”),
QUASI-PAR BONDS DUE DECEMBER 2045 (“QUASI-PARS”) AND
GDP-LINKED SECURITIES THAT EXPIRE IN DECEMBER 2035 (“GDP-LINKED SECURITIES”)
collectively, the “New Securities,” on the terms and conditions described in this prospectus supplement.

The GDP-linked Securities will initially be attached to the Pars, Discounts and Quasi-pars.

The aggregate Eligible Amount (as defined below) of all Eligible Securities currently outstanding is U.S.$81.8 billion, comprising U.S.$79.7 billion of principal and U.S.$2.1 billion of accrued but unpaid interest as of December 31, 2001, based on exchange rates in effect on December 31, 2003.

For a discussion of risk factors which you should consider in evaluating this Offer, see “Risk Factors” beginning on page S-29 of this prospectus supplement and page 18 of the accompanying prospectus.

      THE OFFER WILL EXPIRE AT 4:15 P.M. (NEW YORK CITY TIME) ON FEBRUARY 25, 2005, UNLESS EXTENDED OR EARLIER TERMINATED BY ARGENTINA IN ITS SOLE DISCRETION (THE “EXPIRATION DATE”). ONLY LIMITED WITHDRAWAL RIGHTS WILL BE AVAILABLE AND ALL TENDERS WILL BE IRREVOCABLE EXCEPT UNDER CERTAIN CIRCUMSTANCES AS DESCRIBED IN THIS PROSPECTUS SUPPLEMENT.


     The New Securities, other than those governed by Argentine law, will contain provisions regarding acceleration and future modifications to their terms that differ from those applicable to substantially all of Argentina’s outstanding public external indebtedness. These provisions, which are commonly referred to as “collective action clauses,” are described in the sections entitled “Description of the Securities — Default and Acceleration of Maturity” and “Description of the Securities — Modifications” on pages 204 and 206, respectively, of the accompanying prospectus. Under those provisions, modifications affecting certain reserved matters, including modifications to payment and other important terms, may be made to a single series of New Securities, other than those governed by Argentine law, with the consent of the holders of 75% of the aggregate principal amount outstanding of that series, and to multiple series of New Securities with the consent of the holders of 85% of the aggregate principal amount outstanding of all affected series and 66 2/3% in aggregate principal amount outstanding of each affected series.


     Application has been made to list each series of the Pars, Discounts and GDP-linked Securities on the Luxembourg Stock Exchange, and application will be made to list each series of the New Securities on the Buenos Aires Stock Exchange and on the Mercado Abierto Electrónico. Argentina intends to make an application to list each series of U.S. dollar- or euro-denominated Pars, Discounts and GDP-linked Securities on a regulated market organized and managed by Borsa Italiana S.p.A., provided all requirements for such listing are met. See “Plan of Distribution.”

     This prospectus supplement and the accompanying prospectus may only be used in the United States, Luxembourg and in the jurisdictions in which Argentina and the international joint dealer managers are relying either on exemptions from approval by regulatory authorities or approval of this prospectus supplement and accompanying prospectus on the basis of mutual recognition of the certificate of approval issued by the Luxembourg Commission de Surveillance du Secteur Financier (which we refer to as the “CSSF”), together with such additional disclosure required by the regulatory authority in that jurisdiction. Holders of Eligible Securities outside the United States and Luxembourg should carefully read the sections entitled “Global Offering,” “Certain Legal Restrictions” and “Jurisdictional Restrictions” in this prospectus supplement to determine if they may rely on this prospectus supplement or participate in the Offer.


     Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus supplement or the prospectus to which it relates. Any representation to the contrary is a criminal offense.


The international joint dealer managers for the Offer are:

 
Barclays Capital Merrill Lynch & Co. UBS Investment Bank

The date of this prospectus supplement is January 10, 2005.


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      In this prospectus supplement, references to “we,” “our” and “us” are to Argentina.

      This prospectus supplement, the accompanying prospectus and the related acceptance notices are together referred to as the “Offer Materials.” Transactions contemplated by the Offer Materials are referred to as the “Offer.”

      A “series” of Eligible Securities refers to each issue of Eligible Securities listed in Annex A to this prospectus supplement. A “series” of New Securities refers to each issue of New Securities, including GDP-linked Securities initially attached to each series of Pars, Quasi-pars and Discounts, as described in this prospectus supplement.

      When we refer to the “Par Brady Bonds and Discount Brady Bonds” in this prospectus supplement, we mean the following series of Eligible Securities:

  •  Discount USD L + 0.8125% (BR) due 2023,
 
  •  Discount USD L + 0.8125% (RG) due 2023,
 
  •  PAR Bonds USD 6% (BR) due 2023,
 
  •  PAR Bonds USD 6% (RG) due 2023,
 
  •  Discount DEM L + 0.8125% Due 2023, and
 
  •  PAR Bonds DEM 5.87% Due 2023.


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INTRODUCTION

      When you make your investment decision, you should rely only on the information contained in this prospectus supplement and the accompanying prospectus. The Republic of Argentina (“Argentina”) has not authorized anyone to provide you with information that is different. This document may only be used where it is legal to offer and sell these securities. The information in this prospectus supplement and the accompanying prospectus may only be accurate as of the date of this prospectus supplement or the accompanying prospectus, as applicable.

      Argentina is furnishing this prospectus supplement and the accompanying prospectus to you solely for use in the context of the Offer and for Luxembourg listing purposes. After having made all reasonable queries, Argentina confirms that:

  •  the information contained in this prospectus supplement and the accompanying prospectus is true and correct in all material respects and is not misleading as of the date of this prospectus supplement or the accompanying prospectus, as applicable;
 
  •  it holds the opinions and intentions expressed in this prospectus supplement and the accompanying prospectus;
 
  •  to the best of its knowledge and belief, it has not omitted other facts, the omission of which makes this prospectus supplement or the accompanying prospectus as a whole misleading as of the date of this prospectus supplement or the accompanying prospectus, as applicable; and
 
  •  it accepts responsibility for the information it has provided in this prospectus supplement and the accompanying prospectus.

      Argentina is a foreign sovereign state. Consequently, it may be difficult for you to obtain or realize upon judgments of courts in the United States and other jurisdictions against Argentina.

      The New Securities that Argentina issues to tendering holders of Eligible Securities in the United States are being offered under Argentina’s registration statement (file no. 333-117111) initially filed with the United States Securities and Exchange Commission (the “SEC”) under Schedule B of the Securities Act of 1933, as amended (the “Act”), on July 2, 2004, and declared effective by the SEC on September 29, 2004. On December 23, 2004, Argentina filed with the SEC Post-Effective Amendment No. 1 to its registration statement, which was declared effective by the SEC on December 27, 2004.

      The accompanying prospectus provides you with a general description of the securities that Argentina may offer under its registration statement, and this prospectus supplement contains specific information about the terms of the Offer and the New Securities. This prospectus supplement also adds, updates or changes information provided in the accompanying prospectus. Consequently, before you participate in the Offer, you should read this prospectus supplement and the accompanying prospectus, together with any additional information described under “General Information — Where You Can Find More Information” in this prospectus supplement.

      None of Argentina, any international joint dealer manager, the information agent, the exchange agent or the Luxembourg exchange agent has expressed any opinion as to whether the terms of the Offer are fair. In addition, none of the clearing systems through which you may tender your Eligible Securities has expressed any opinion as to whether the terms of the Offer are fair. None of Argentina, any international joint dealer manager, the information agent, the exchange agent or the Luxembourg exchange agent makes any recommendation that you tender your Eligible Securities for exchange or refrain from doing so pursuant to the Offer, and no one has been authorized by Argentina, any international joint dealer manager, the information agent, the exchange agent or the Luxembourg exchange agent to make any such recommendation. You must make your own decision as to whether to tender Eligible Securities in exchange for New Securities or refrain from doing so, and, if you do tender Eligible Securities, the principal amount of Eligible Securities to tender.

      All references in this document to the website relating to the Offer (which we refer to as the “Offer Website”), are to the website created and maintained by the information agent, which can be accessed

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through the Internet address http://www.georgesonshareholder.com/argentina. These references are inserted as inactive textual references to this “uniform resource locator” or “URL” and are for your informational reference only. Access to the Offer Website by holders in certain non-U.S. jurisdictions will be subject to certain restrictions in compliance with exemptions from regulatory approval being relied on by Argentina in such jurisdictions. See “Jurisdictional Restrictions” below. Information on the Offer Website is not incorporated by reference in this document. Argentina does not assume responsibility for the information that appears on the Offer Website, other than the Offer Materials and other information that Argentina has authorized for display on the Offer Website under the information agent agreement.

GLOBAL OFFERING

      The Offer is being extended to holders of Eligible Securities in the United States, Luxembourg and Denmark on the basis of this prospectus supplement and the accompanying prospectus. The Offer is also being extended on the basis of this prospectus supplement and the accompanying prospectus in certain jurisdictions where Argentina and the international joint dealer managers are relying on exemptions from regulatory approval by the relevant authorities. For further information concerning the exemptions in these jurisdictions, see “Jurisdictional Restrictions.”

      The Offer is also being extended to holders of Eligible Securities in Argentina, Germany and Italy on the basis of separate prospectuses approved by the relevant regulatory authorities in these jurisdictions, and in the Netherlands and Spain on the basis of prospectuses consisting of this prospectus supplement and the accompanying prospectus, together with such additional disclosure required by the regulatory authorities in the Netherlands and Spain, as the case may be. Holders in Argentina, Germany, Italy, the Netherlands and Spain should review, and make their decision to participate in the Offer, solely on the basis of the prospectus approved by the relevant regulatory authority in that jurisdiction, copies of which may be obtained on the Offer Website. The Offer in Argentina is being managed by the Argentine joint dealer managers. For further information concerning the Offer and the prospectuses in these jurisdictions, see “Jurisdictional Restrictions.”

      The Offer is only being extended where offers and solicitations are permitted by law, and only in accordance with the applicable laws, rules and regulations of the relevant jurisdiction.

      The Offer being extended under this prospectus supplement and the accompanying prospectus and the offers being extended on the basis of separate prospectuses approved in the jurisdictions named above constitute one and the same Offer, subject to the same terms and conditions (as set forth in this prospectus supplement), except as required by applicable law or as otherwise noted in this prospectus supplement.

Offer in Japan

      Subject to regulatory approval, Argentina intends to offer to holders of Eligible Securities in Japan, concurrently with the Offer or as soon as practicable thereafter, securities with terms that are substantially similar to those of the Pars, Discounts and GDP-linked Securities, as well as additional securities that are denominated in yen and governed by Japanese law. The offer in Japan would be extended on terms that are substantially similar to the terms of this Offer. The details of the offer in Japan will be set forth in a separate prospectus approved by the relevant regulatory authorities in Japan. We refer to the offer in Japan as the “offer in Japan.”

      All calculations for purposes of determining the maximum aggregate principal amount of Pars that Argentina will issue, and whether the maximum aggregate principal amounts of Pars and Quasi-pars have been reached (as described under “Terms of the Offer — Limitation on Issuance and Allocation of New Securities — Limits on and Allocation of Pars” and “Terms of the Offer — Limitation on Issuance and Allocation of New Securities — Limits on and Allocation of Quasi-pars”), will include Pars and Quasi-pars issued pursuant to the offer in Japan. However, no amount of Pars or Quasi-pars will be specifically reserved for purposes of the offer in Japan. Accordingly, should the offer in Japan not occur concurrently with the Offer, Pars or Quasi-pars might not be available for holders participating in such offer, depending on the demand for Pars or Quasi-pars pursuant to this Offer.

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      Similarly, the allocation of Pars and Quasi-pars in accordance with the procedures described under “Terms of the Offer — Limitation on Issuance and Allocation of New Securities — Limits on and Allocation of Pars” and “Terms of the Offer — Limitation on Issuance and Allocation of New Securities — Limits on and Allocation of Quasi-pars” will encompass all tenders of Pars and Quasi-pars submitted in the Offer and the offer in Japan. If the offer in Japan does not occur concurrently with the Offer, holders participating in the offer in Japan may not realize any of the allocation benefits accorded to holders that tender their Eligible Securities early.

      The Offer Materials have not been filed with or approved by the Kanto Local Finance Bureau. Accordingly, holders of Eligible Securities who are Japanese residents or persons located in Japan should not rely on the Offer Materials as a source of information or for instructions on how to tender Eligible Securities. See “Jurisdictional Restrictions.”

CERTAIN LEGAL RESTRICTIONS

      The distribution of the Offer Materials and the transactions contemplated by the Offer Materials are restricted by law in certain jurisdictions. If the Offer Materials come into your possession, you are required by Argentina to inform yourself of and to observe all of these restrictions. The Offer Materials do not constitute, and may not be used in connection with, an offer or solicitation in any jurisdiction where offers or solicitations are not permitted by law. Holders of Eligible Securities outside the United States and Luxembourg should carefully review the restrictions and limitations applicable in certain jurisdictions and the manner in which the Offer Materials will be made available in such jurisdictions, as set forth in the “Jurisdictional Restrictions” section.

      If a jurisdiction requires that the Offer be made by a licensed broker or dealer and any international joint dealer manager or any affiliate of any international joint dealer manager is a licensed broker or dealer in that jurisdiction, the Offer shall be deemed to be made by such international joint dealer manager or such affiliate on behalf of Argentina in that jurisdiction.

      Until forty days after the Announcement Date (as defined in “Summary Time Schedule for the Offer”), all dealers effecting transactions in the New Securities in the United States, whether or not participating in this distribution, may be required to deliver a copy of this prospectus supplement and the accompanying prospectus.

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CURRENCY EXCHANGE RATES

      Several calculations in this prospectus supplement are performed using currency exchange rates in effect on December 31, 2003. Those exchange rates per U.S. dollar are set forth below:

         
Rate per U.S. dollar
Currency on December 31, 2003


Argentine pesos
      2.9175
Swiss francs
      1.2409
Euro
      0.7945
Pounds sterling
      0.5599
Japanese yen
      107.3900


Source: Reuters Group PLC

     For purposes of the Offer, all calculations made with respect to Eligible Securities denominated in a predecessor currency to the euro will be performed in euro. Accordingly, if you hold any such Eligible Securities, you should convert all amounts relating to such securities into euro at the conversion rate applicable to such predecessor currency as set forth in the table below:

         
Predecessor Currency Rate per euro


Deutsche mark
      1.9558
Italian lira
      1936.2700
Austrian schilling
      13.7603
Spanish peseta
      166.3860


Source: European Central Bank

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SUMMARY TIME SCHEDULE FOR THE OFFER

      The following summarizes the anticipated time schedule for the Offer assuming, among other things, that the Expiration Date is not extended and that the Offer is not earlier terminated. This summary is qualified in its entirety by, and should be read in conjunction with, the more detailed information appearing elsewhere in this prospectus supplement.

 
January 14, 2005 Commencement
 
Offer commences. Announcement of the terms of the Offer. We refer to this date as the “Launch Date.”
 
January 14, 2005, through
February 25, 2005

Submission Period (unless extended or earlier terminated)
 
The Offer is open during this period, unless Argentina extends it or terminates it earlier in its sole discretion. We refer to this time period as the “Submission Period.” Tendering holders of Eligible Securities may submit tenders by delivering, or giving instructions for delivery of, acceptance notices as described in this prospectus supplement. Once acceptance notices are submitted, tenders will be irrevocable, except under certain limited circumstances as described in this prospectus supplement. See “Risk Factors — Risk Factors Relating to the Offer — Risks of Participating in the Offer”, “Terms of the Offer — Irrevocability; Limited Withdrawal Rights” and “Terms of the Offer — Tender Procedures.”
 
Argentina has divided the Submission Period into two periods for purposes of allocation of Pars: an early tender period, comprising the first three weeks of the Submission Period (unless extended), and a late tender period, comprising the remainder of the Submission Period. To benefit from an early-tender allocation of Pars, your duly completed electronic acceptance notice must be received by the principal clearing system (as defined below) through which you tender your Eligible Securities by no later than 4:15 P.M. (New York City time) on February 4, 2005 (unless the early-tender period is extended). We refer to this date and time as the “Early-tender Deadline.”
 
Quasi-pars will be allocated on a daily first-come first-served basis. If you wish to receive Quasi-pars, your duly completed electronic acceptance notice must be received by the principal clearing system (as defined below) through which you tender your Eligible Securities as soon as practicable after the Launch Date.
 
4:15 P.M. (New York City time), February 4, 2005
Early-tender Deadline (unless extended)
 
The early-tender period ends, unless Argentina extends it. You will not be eligible to receive an early-tender allocation of Pars unless your duly completed electronic acceptance notice is received by this date and time.

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4:15 P.M. (New York City time), February 25, 2005
Expiration (unless Submission Period is extended or earlier terminated)
 
The Submission Period ends and the Offer expires, unless Argentina extends it or terminates it earlier in its sole discretion. After this date, you may no longer submit tenders. We refer to this date as the “Expiration Date.”
 
At or around 5:00 P.M. (New York City time), March 18, 2005, or as soon as practicable thereafter

Announcement (unless postponed or Submission Period is extended or earlier terminated)
 
Unless it has terminated the Offer earlier, Argentina determines in its sole discretion whether to accept tenders and announces the results of the Offer, including the aggregate principal amount of each series of New Securities to be issued. We refer to this date as the “Announcement Date.” The Announcement Date may be postponed by Argentina for any reason, including if the Submission Period is extended.
 
Argentina expects that trading in New Securities on a when-and-if issued basis will commence following the announcement of the results of the Offer. However, there can be no assurances that this will occur.
 
April 1, 2005, or as soon as practicable thereafter
Settlement (unless postponed or Submission Period is extended or earlier terminated)
 
Title to your tendered and accepted Eligible Securities is transferred to Argentina and you receive in exchange any New Securities and cash payments to which you are entitled. If necessary to facilitate the settlement of the Offer, the settlement of the Offer may take up to seven business days. We refer to this date, or these dates, if multiple business days are necessary, as the “Settlement Date.” The length of the Settlement Date will have no effect on the New Securities that you may receive in the Offer.
 
A “business day” for this purpose and as used elsewhere in this prospectus supplement (unless noted otherwise) is any day that is not a Saturday or Sunday, and that is not a day on which banking or trust institutions are authorized generally or obligated by law, regulation or executive order to close in New York City, and that is also a day on which the Trans-European Automated Real-Time Gross Settlement Express Transfer (TARGET) System, or any successor system, is open for business.

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SUMMARY

      This summary highlights information contained elsewhere in this prospectus supplement. It is not complete and may not contain all the information that you should consider before tendering Eligible Securities in exchange for New Securities. You should read the entire prospectus supplement, including the “Risk Factors” section, and the accompanying prospectus carefully.

Terms of the Offer

 
General Argentina is offering holders of Eligible Securities the opportunity to tender their Eligible Securities in exchange for newly issued New Securities on the terms and subject to the conditions set forth in this prospectus supplement and the related acceptance notices.
 
Purpose of the Offer To restructure outstanding debt obligations of Argentina that are currently in default.
 
Acceptance Argentina has not conditioned its acceptance of tenders or the consummation of the Offer on any minimum level of participation by holders of Eligible Securities. Argentina reserves the right not to accept tenders in its sole discretion.
 
If Argentina elects to accept any tenders, it will announce the results of the Offer, including the aggregate amount of each series of New Securities to be issued, at or around 5:00 P.M. (New York City time), on the Announcement Date.
 
Termination, Amendments At any time before Argentina announces the acceptance of any tenders on the Announcement Date, Argentina may, in its sole discretion and to the extent permitted by the applicable laws, rules and regulations in each jurisdiction where Argentina is making the Offer:
 
• terminate the Offer (including with respect to tenders submitted prior to the time of the   termination),
 
• extend the Offer past the originally scheduled Expiration Date,
 
• withdraw the Offer from any one or more jurisdictions, or
 
• amend the Offer, including amendments in any one or more jurisdictions.
 
Consideration to be Received Other than by Holders of Par Brady Bonds and Discount Brady Bonds

Subject to the terms and conditions of the Offer described in this prospectus supplement, you may elect to receive Pars, Discounts or Quasi-pars in exchange for any Eligible Securities (other than Par Brady Bonds and Discount Brady Bonds) you tender that are accepted by Argentina.
 
For purposes of the Offer, your Eligible Securities will be assigned an “Eligible Amount” equal to (i) their outstanding principal amount as of December 31, 2001, plus (ii) any accrued but unpaid interest up to but excluding December 31, 2001.
 
The original principal amount of any Pars, Discounts and Quasi-pars you receive pursuant to the Offer will be equal to the Eligible Amount of Eligible Securities (other than Par Brady Bonds and

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Discount Brady Bonds) you tender, multiplied by the following exchange ratios (applicable to Eligible Securities exchanged for New Securities in the same currency):
     
Exchange Ratio
(per unit of Eligible
Amount in the same
New Security currency)


Pars
  1.000
Discounts
  0.337
Quasi-pars
  0.699

 
The exchange ratios for Eligible Securities exchanged for New Securities in different currencies are adjusted based on exchange rates in effect on December 31, 2003. For a complete list of exchange ratios, see “Terms of the Offer — Consideration to be Received Other than by Holders of Par Brady Bonds and Discount Brady Bonds.”
 
In addition to any Pars, Discounts or Quasi-pars that you elect to receive, you will receive GDP-linked Securities in a notional amount equal to the Eligible Amount of the Eligible Securities you tender that are accepted by Argentina.
 
You will not receive payment of any accrued and unpaid interest on your tendered Eligible Securities (other than Par Brady Bonds and Discount Brady Bonds) for the period subsequent to December 31, 2001.
 
As used above and elsewhere in this prospectus supplement, the “original principal amount” of any New Securities refers to the principal amount of those New Securities as of December 31, 2003.
 
Consideration to be Received Pursuant to Tenders of Par Brady Bonds and Discount Brady Bonds

For purposes of the Offer, your Par Brady Bonds and Discount Brady Bonds will be assigned a “Brady Residual Amount” equal to (i) their outstanding principal amount at December 31, 2001, minus (ii) their Cash Value (as defined below) and minus (iii) interest accrued after December 31, 2001, on which holders of these bonds have received payment, or are entitled to receive payment, by exercising their rights against the collateral securing such interest payments.
 
Subject to the terms and conditions of the Offer described in this prospectus supplement, you will receive in exchange for your tendered and accepted Par Brady Bonds and Discount Brady Bonds:
 
• the cash proceeds corresponding to your tendered Par Brady Bonds and Discount Brady Bonds resulting from the release of the Brady Collateral (as defined in this prospectus supplement) and redemption by the U.S. Treasury or Kreditanstalt für Wiederaufbau (“KfW”), as the case may be, of the securities constituting that collateral (we refer to these proceeds as the “Cash Value”); and

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• Discounts in an original principal amount equal to 33.7% of the Brady Residual Amount corresponding to your tendered Par Brady Bonds and Discount Brady Bonds, plus GDP-linked Securities in a notional amount equal to the corresponding Brady Residual Amount. The exchange ratio set forth above assumes an exchange of Par Brady Bonds or Discount Brady Bonds for Discounts denominated in the same currency. This exchange ratio has been adjusted for purposes of exchanging Par Brady Bonds and Discount Brady Bonds for Discounts denominated in a different currency, based on exchange rates in effect on December 31, 2003. See “Terms of the Offer — Consideration to be Received Pursuant to Tenders of Par Brady Bonds and Discount Brady Bonds.”
 
Interest on New Securities Other Than GDP-linked Securities
Any New Securities you receive in exchange for your Eligible Securities, other than GDP-linked Securities, will begin to accrue interest from and including December 31, 2003.
 
Interest payment dates for Pars are March 31 and September 30 of each year, and December 31, 2038. Interest accrued on Pars from and including December 31, 2003, to but excluding March 31, 2005, will be paid in cash on the Settlement Date.
 
Interest payment dates for Discounts are June 30 and December 31 of each year. For Discounts, interest that would have been payable in cash on June 30, 2004, and December 31, 2004, will be paid in cash on the Settlement Date. The portion of interest that would have been capitalized on June 30, 2004, and December 31, 2004, will be capitalized as of such dates. The principal amount of Discounts you receive upon settlement of the Offer will equal the original principal amount to which you are entitled (as provided above under “— Consideration to be Received Other than by Holders of Par Brady Bonds and Discount Brady Bonds,” and “Consideration to be Received Pursuant to Tenders of Par Brady Bonds and Discount Brady Bonds”) plus such capitalized interest.
 
Interest payment dates for Quasi-pars are June 30 and December 31 of each year. Interest accrued on Quasi-pars that would have been capitalized on June 30, 2004, and December 31, 2004, will be capitalized as of such dates. The principal amount of Quasi-pars you receive upon settlement of the Offer will equal the original principal amount as of to which you are entitled (as provided above under “— Consideration to be Received Other than by Holders of Par Brady Bonds and Discount Brady Bonds) plus such capitalized interest.
 
Argentina’s annual budget for 2005 includes allocations for interest accrued on the New Securities and payable in cash on the Settlement Date.
 
Limitation on Issuance of Pars Argentina may issue Pars only up to a maximum aggregate principal amount of:
 
• U.S.$10.0 billion or the equivalent in other currencies, if the aggregate Eligible Amount of Eligible Securities tendered and

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accepted pursuant to the Offer and, if concurrent with the Offer, the offer in Japan, is less than or equal to 70% (U.S.$57.3 billion equivalent) of the aggregate Eligible Amount of all outstanding Eligible Securities, or
 
• U.S.$15.0 billion or the equivalent in other currencies, if the aggregate Eligible Amount of Eligible Securities tendered and accepted pursuant to the Offer and, if concurrent with the Offer, the offer in Japan, is greater than 70% (U.S.$57.3 billion equivalent) of the aggregate Eligible Amount of all outstanding Eligible Securities.
 
Allocation of Pars Argentina has divided the Submission Period into two periods for purposes of allocation of Pars: an early-tender period, comprising the first three weeks of the Submission Period and expiring at the Early-tender Deadline (unless extended), and a late-tender period, commencing immediately after the Early-tender Deadline and ending on the Expiration Date.
 
For purposes of implementing the allocation process, if you tender an Eligible Security in an outstanding principal amount in excess of U.S.$50,000, £30,000, ¥5,000,000, Ps.150,000, 40,000 or Sfr.60,000, as the case may be (each, a “U.S.$50,000 equivalent”), the principal amount of your tendered Eligible Security will be split into the following two components: one will comprise the outstanding principal amount of your tendered Eligible Security up to and including U.S.$50,000 equivalent, and the other component will comprise the outstanding principal amount of your tendered Eligible Security in excess of U.S.$50,000 equivalent.
 
Argentina will allocate the maximum aggregate principal amount of Pars among tendering holders that elect to receive Pars in the following order of priority:
 
• First, among early tenders up to and including U.S.$50,000 equivalent. Holders who tender an Eligible Security during the early tender period (whom we refer to as “early-tender holders”) will be entitled to receive Pars in exchange for the outstanding principal amount of their tendered Eligible Security up to and including U.S.$50,000 equivalent. If such allocation exceeds the maximum aggregate principal amount of Pars, Argentina will allocate this maximum amount among early-tender holders on a pro rata basis (as described under “Terms of the Offer — Limitation on Issuance and Allocation of New Securities — Pro Rata Allocation”).
 
• Second, among late tenders up to and including U.S.$50,000 equivalent. If, after the first allocation, Argentina has not allocated in full the maximum aggregate principal amount of Pars, holders who tender an Eligible Security during the late-tender period (who we refer to as “late-tender holders”) will be entitled to receive Pars in exchange for the outstanding principal amount of their tendered Eligible Security up to and including U.S.$50,000 equivalent. If such allocation exceeds the remainder of Pars available after the first allocation, Argentina will allocate this remainder among late-tender holders on a pro rata

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basis (as described under “Terms of the Offer — Limitation on Issuance and Allocation of New Securities — Pro Rata Allocation”).
 
• Third, among early tenders in excess of U.S.$50,000 equivalent. If, after the first and second allocation, Argentina has not allocated in full the maximum aggregate principal amount of Pars, early-tender holders will be entitled to receive Pars in exchange for the outstanding principal amount of their tendered Eligible Security in excess of U.S.$50,000 equivalent. If such allocation exceeds the remainder of Pars available after the first and second allocations, Argentina will allocate this remainder among early-tender holders on a pro rata basis (as described under “Terms of the Offer — Limitation on Issuance and Allocation of New Securities — Pro Rata Allocation”).
 
• Fourth, among late tenders in excess of U.S.$50,000 equivalent. If, after the first, second and third allocations, Argentina has not allocated in full the maximum aggregate principal amount of Pars, late-tender holders will be entitled to receive Pars in exchange for the outstanding principal amount of their tendered Eligible Security in excess of U.S.$50,000 equivalent. If such allocation exceeds the remainder of Pars available after the first, second and third allocations, Argentina will allocate this remainder among late-tender holders on a pro rata basis (as described under “Terms of the Offer — Limitation on Issuance and Allocation of New Securities — Pro Rata Allocation”).
 
As described above, for purposes of the allocation of Pars the applicable U.S.$50,000 equivalent threshold is measured in relation to the outstanding principal amount of the Eligible Security you tender. However, in order to determine the principal amount of New Securities you are entitled to receive pursuant to the Offer, this principal amount corresponds to an Eligible Amount calculated as provided under “Terms of the Offer — Eligible Amount.”
 
The allocation of Pars among tendering holders will encompass all tenders for Pars submitted in the Offer and, if concurrent with the Offer, the offer in Japan. All determinations made by Argentina in the allocation of Pars as provided above will be binding and final.
 
Limitation on Issuance of Quasi-Pars Argentina will issue Quasi-pars only up to a maximum original aggregate principal amount of Ps.24.3 billion.
 
Allocation of Quasi-Pars Quasi-pars will be allocated among tendering holders on a daily first-come first-served basis. Accordingly, all holders who tender on the same day will be accorded equal priority, but will have precedence in the allocation of Quasi-pars over any holders that tender on subsequent days. If, on any given day, the demand for Quasi-pars exceeds the principal amount of Quasi-pars then available for exchange (after deducting the principal amount of Quasi-pars allocated in prior days from the maximum aggregate principal amount of Quasi-pars), the available Quasi-pars will be allocated on a pro rata basis among all holders who tender their Eligible Securities on that day. For purposes of the allocation of Quasi-pars, the daily cutoff time will be 4:15 P.M. (New York City time).

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The allocation of Quasi-pars among tendering holders will encompass all tenders for Quasi-pars submitted in the Offer and, if concurrent with the Offer, the offer in Japan. All determinations made by Argentina in the allocation of Quasi-pars as provided above will be binding and final.
 
No Limitation on Issuance of Discounts
There is no limit on the allocation of Discounts within the Offer. If you elect to receive any Pars or Quasi-pars and the amount you would receive would (in the absence of any limitation on the issuance of Pars or Quasi-pars) exceed the maximum amount of Pars and Quasi-pars that you are permitted to receive in the Offer (as provided above), the Eligible Securities that cannot be exchanged for Pars or Quasi-pars as a result of that limitation will instead be exchanged for Discounts denominated in the same currency you selected for the Pars or Quasi- pars.
 
Currency Denomination of the New Securities
The currency of the Eligible Securities you tender determines the currency you may select for any Pars or Discounts you elect to receive, as follows:
 
• Eligible Securities denominated in U.S. dollars or euro (or any Eligible Securities originally denominated in a predecessor currency to the euro, which currencies for this purpose are deemed to have been originally denominated in euro). You may elect to receive Pars or Discounts in the same currency as your tendered Eligible Securities or in pesos.
 
• Eligible Securities denominated in pounds sterling or Swiss francs. You may elect to receive Pars or Discounts denominated in euro or pesos.
 
• Eligible Securities denominated in yen. You may elect to receive Pars or Discounts in euro or pesos, except that if your yen-denominated Eligible Securities are governed by Japanese law you may only receive Pars or Discounts denominated in pesos.
 
• Eligible Securities denominated in pesos. You may elect to receive Pars or Discounts in pesos.
 
If you fail to or incorrectly designate your currency selection, you will receive Pars or Discounts denominated in the same currency as your tendered Eligible Securities except that: if your tendered Eligible Securities were originally denominated in pounds sterling, Swiss francs, Japanese yen (except for Eligible Securities governed by Japanese law) or any predecessor currency to the euro, you will be deemed to have elected to receive your Pars or Discounts in euro; or if your Eligible Securities were originally denominated in Japanese yen and governed by Japanese law, you will be deemed to have elected to receive your Pars or Discounts in pesos.
 
While holders of yen-denominated Eligible Securities governed by Japanese law will not be able to receive yen-denominated securities governed by Japanese law pursuant to the Offer, they will be able to do so pursuant to the offer in Japan, if conducted by Argentina.

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Argentina, however, will only launch an offer in Japan after having received all necessary regulatory approvals from Japanese authorities. (See “Global Offering — Offer in Japan”).
 
The Quasi-pars will be denominated in pesos only.
 
The GDP-linked Securities will be denominated in the same currency as the currency of the Pars, Discounts or Quasi-pars to which they are initially attached.
 
Solely for purposes of the Offer, Argentina will treat Eligible Securities originally denominated in a currency other than pesos and governed by Argentine law as if they were denominated in the currency in which they were originally issued.
 
Governing Law of the New
Securities

If the Eligible Securities you tender are not governed by Argentine law, the governing law of any Pars or Discounts you receive will be as follows:
 
• Pars or Discounts denominated in U.S. dollars will be governed by New York law,
 
• Pars or Discounts denominated in euro will be governed by English law,
 
• Pars or Discounts denominated in pesos will be governed by Argentine law.
 
If the Eligible Securities you tender are governed by Argentine law, you may elect to receive Pars or Discounts governed only by Argentine law (whether or not they are denominated in pesos).
 
The Quasi-pars will only be governed by Argentine law.
 
The GDP-linked Securities will be governed by the law that governs the New Securities to which they are initially attached.
 
Minimum Tender Amount You must tender your Eligible Securities in the minimum denomination and the integral multiples in excess of such minimum denomination that are set forth in the terms of such Eligible Securities.
 
You will not, however, be permitted to exchange Eligible Securities for Quasi-pars unless the outstanding principal amount of the Eligible Securities you tender for Quasi-pars is at least U.S.$350,000, £200,000, ¥37,600,000, Ps.1,025,000, 280,000 or Sfr.435,000, as the case may be.
 
Limited Withdrawal Rights Tenders will be irrevocable and may not be withdrawn unless Argentina:
 
• extends the Submission Period of the Offer for more than 30 calendar days;
 
• amends any of the financial terms of the New Securities (such as the maturity, principal amount or interest rate) or any of the following terms of the Offer: exchange ratios, method or extent of limitation on issuance of New Securities, method of allocation of New Securities, including timing of expiration of the early

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tender period for allocation of Pars (except if Argentina extends the early-tender period due to a postponement in the launch of the Offer in any jurisdiction or in the launch of the offer in Japan, if applicable, in either case resulting from a delay in procuring any necessary regulatory approvals) or calculation of the Eligible Amount; or
 
• files or otherwise makes public an amendment, modification or supplement to this prospectus supplement (or to a comparable offering document used in any jurisdiction where the Offer is being made) that contains a change in the information contained in this prospectus supplement (or comparable offering document used in any jurisdiction where the Offer is being made) that Argentina, in its sole discretion, determines is material to the tendering holders of Eligible Securities, except for any amendment, modification or supplement made solely for the purpose of announcing the results of the Offer (including the allocation of the New Securities or whether the limits on the issuance of Pars or Quasi-pars have been reached).
 
In any of these cases, you will have the right to withdraw your tender for a period of 15 calendar days from the date Argentina first publicly announces the granting of withdrawal rights. See “Risk Factors — Risk Factors Relating to the Offer — Risks of Participating in the Offer.”
 
Tender Procedures To participate in the Offer, you must submit, or arrange to have submitted on your behalf, to a principal clearing system (as defined below), by 4:15 P.M. (New York City time) on the Expiration Date, a duly completed electronic acceptance notice. Your electronic acceptance notice must:
 
• clearly state the type (Pars, Discounts or Quasi-pars) and currency of New Securities you wish to receive in exchange for the Eligible Securities you tender (except in the case of Par Brady Bonds and Discount Brady Bonds, in which case you will be deemed to have elected to receive Discounts). If you fail to or incorrectly designate the type and currency of the New Securities you wish to receive, you will be deemed to have elected to receive Discounts in the same currency as your tendered Eligible Securities, except as provided above under “Currency Denomination of the New Securities,” and
 
• clearly designate an account, as applicable, at the Depository Trust Company, which we refer to as “DTC,” Euroclear Bank S.A./ N.V., as operator of the Euroclear System, which we refer to as “Euroclear,” Clearstream Banking société anonyme, which we refer to as “Clearstream, Luxembourg,” or at Caja de Valores S.A., which we refer to as “Caja de Valores,” where your New Securities and any cash payment that you are entitled to receive can be credited upon settlement of the Offer.
 
Eligible Securities tendered in the Offer will be “blocked” for transfers to third parties pending settlement of the Offer.

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How to Participate if You Hold Eligible Securities:
The procedures you must follow to effectively tender Eligible Securities depend upon the manner in which you hold your Eligible Securities.
 
  In Book-Entry Form Beneficial ownership of Eligible Securities held in electronic or book-entry form generally represents an interest in a global security that is registered in the name of a clearing system or such clearing system’s nominee. These beneficial interests may be held directly if you have an account with the relevant clearing system, or indirectly through institutions, such as securities brokers and dealers, that have an account with the relevant clearing system. We refer to institutions that have an account with the relevant clearing system as “direct participants” in such system. Only these direct participants may submit electronic acceptance notices to the relevant clearing system. If you are not a direct participant, you (or your broker, dealer, bank, trust company, trustee or other custodian on your behalf) must arrange for the direct participant through which you hold your Eligible Securities to submit an electronic acceptance notice on your behalf to the relevant clearing system.
 
Argentina has made special arrangements with certain clearing systems that will allow these clearing systems to submit electronic acceptance notices on behalf of tendering holders directly to the exchange agent. These clearing systems will be able to perform this function even with respect to the Eligible Securities that are not registered in their name (or the name of their depositary nominee). We refer to these clearing systems as the “principal clearing systems.” These include: DTC, Caja de Valores, Clearstream AG, Clearstream, Luxembourg, Euroclear, Monte Titoli S.p.A. and SIS AG. For more information, you may contact the information agent.
 
For your tender of Eligible Securities to be effective, a direct participant in a principal clearing system through which you tender your Eligible Securities must submit an electronic acceptance notice on your behalf to such principal clearing system prior to 4:15 P.M. (New York City time) on the Expiration Date. The principal clearing systems will not submit to the exchange agent any electronic acceptance notice they receive after this time.
 
For your tender of Eligible Securities to be effective, the principal clearing system through which you tender your Eligible Securities must deliver your duly completed electronic acceptance notice to the exchange agent no later than three business days after the Expiration Date.
 
Upon receipt of your electronic acceptance notice, the principal clearing system will submit your electronic acceptance notice to the exchange agent.
 
The receipt of your electronic acceptance notice by a principal clearing system will result in the blocking of your tendered Eligible Securities in such clearing system. This will prevent you from being able to transfer your tendered Eligible Securities to third parties.

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  Through DTC The exchange agent and DTC have confirmed that the Offer is eligible for DTC’s Automated Tender Offer Program, or “ATOP,” system. Accordingly, if you hold Eligible Securities through DTC, you may instruct DTC to make a book-entry transfer of your tendered Eligible Securities into the exchange agent’s account at DTC and electronically submit your duly completed electronic acceptance notice through DTC’s ATOP system (if you are a direct participant), or arrange to have a direct participant do so on your behalf.
 
   Through Euroclear or Clearstream,   Luxembourg
If you hold Eligible Securities through Euroclear or Clearstream, Luxembourg, you may submit (if you are a direct participant), or arrange to have a direct participant submit on your behalf, an electronic acceptance notice in accordance with the procedures established by Euroclear or Clearstream, Luxembourg, as applicable, to participate in this Offer. Participants should refer to the respective notifications of Euroclear and Clearstream, Luxembourg for detailed information regarding tender procedures.
 
  Through Caja de Valores If you hold Eligible Securities through Caja de Valores, you may submit (if you are a direct participant), or arrange to have a direct participant submit on your behalf, an electronic acceptance notice in accordance with the procedures established by Caja de Valores for the Offer. You may contact Caja de Valores for assistance in effecting your tender in accordance with the applicable procedures.
 
  Through Other Clearing Systems If you hold Eligible Securities through any other clearing system, you must follow the procedures established and deadlines required by such clearing system in order for your tender to be received by a principal clearing system prior to 4:15 P.M. (New York City time) on the Expiration Date. You may contact the information agent for assistance in effecting your tender in accordance with the applicable procedures and deadlines.
 
   Through a Custodian or Other   Securities Intermediary
If your Eligible Securities are held in the name of a custodian or other securities intermediary, such as a broker, dealer, bank, trustee or trust company, you must contact such custodian or other securities intermediary and instruct it to tender your Eligible Securities on your behalf. You should contact your custodian or other securities intermediary well in advance of the Expiration Date, since your custodian or other securities intermediary may have earlier deadlines by which it must receive your instructions in order to have adequate time to meet the deadlines of the clearing system through which your Eligible Securities are tendered.
 
  In Physical Form Eligible Securities held in physical form may not be tendered pursuant to the Offer. If you hold Eligible Securities in physical form, you may only participate in the Offer by first exchanging your physical securities for an interest in the corresponding global security, which will be recorded in book-entry form. This can be accomplished by (i) selecting a broker, dealer, bank, trust company, trustee or other custodian that has a direct or indirect account with the clearing system that acts as depositary for the

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global security corresponding to your physical certificate, (ii) surrendering the physical certificates representing your Eligible Securities to the trustee or fiscal agent for those securities, and (iii) instructing the trustee or fiscal agent to exchange your physical certificate for an interest in the corresponding global security, specifying the account at the relevant clearing system where your interest in the global security should be credited.
 
Upon receiving your physical certificates and instructions as specified above, the trustee or fiscal agent will exchange your physical certificate for an interest in the corresponding global security, and credit your custodian’s account at the relevant clearing system. Although your Eligible Securities will no longer be represented by a separate physical certificate, your interest in the Eligible Securities will otherwise remain unchanged.
 
The process for converting physical securities into securities held in book-entry form as provided above may entail some delay. Accordingly, if you hold your Eligible Securities in physical form and wish to participate in the Offer, you should begin this process as soon as possible.
 
Once you hold your Eligible Securities in electronic form, you will be able to tender your Eligible Securities pursuant to the Offer in accordance with the procedures set forth in this prospectus supplement under “Terms of the Offer — Tender Procedures — If You Hold Eligible Securities in Electronic or Book-Entry Form.”
 
  In Bearer Form Tenders of Eligible Securities held in bearer form will not be accepted in the United States.
 
  In Luxembourg Holders of Eligible Securities in Luxembourg may contact the Luxembourg exchange agent for assistance in effecting their tenders in accordance with these procedures.
 
Tax Consequences Please see the section entitled “Taxation” for important information regarding the possible U.S., Luxembourg and Argentine tax consequences for tendering holders who exchange Eligible Securities for New Securities.
 
Restrictions Argentina is making the Offer only in those jurisdictions where it is legal to make such offers, including in certain jurisdictions in reliance on exemptions from approval by regulatory authorities. See the “Global Offering”, “Certain Legal Restrictions” and “Jurisdictional Restrictions” sections in this prospectus supplement.
 
International Joint Dealer Managers
Barclays Capital Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated and UBS Securities LLC.
 
Information Agent Georgeson Shareholder Communications Inc. will act as information agent for the Offer. The address and telephone number of the information agent can be found on the back cover page of this prospectus supplement.
 
Exchange Agent The Bank of New York will act as exchange agent for the Offer. The address and telephone number of the exchange agent can be found on the back cover page of this prospectus supplement.

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Luxembourg Exchange Agent The Bank of New York (Luxembourg) S.A. will act as Luxembourg exchange agent for the Offer. The address and telephone number of the Luxembourg exchange agent can be found on the back cover page of this prospectus supplement.
 
Luxembourg Listing Agent Kredietbank S.A. Luxembourgeoise will act as Luxembourg listing agent for the listing of the Pars, Discounts and GDP-linked Securities on the Luxembourg Stock Exchange. The address and telephone number of the Luxembourg listing agent can be found on the back cover page of this prospectus supplement.
 
U.S. — European Trustee The Bank of New York will act as trustee for holders of New Securities governed by either New York law or English law. The address and telephone number of the U.S.-European trustee can be found on the back cover page of this prospectus supplement.
 
Retail Processing Fee Each retail processing dealer (as defined below) who successfully processes tenders from a retail beneficial owner (as defined below) of DMA Eligible Securities (as defined in “Plan of Distribution”) will be eligible to receive a fee payable in U.S. dollars (which we refer to as the “retail processing fee”) from the international joint dealer managers equal to:
 
• 0.03% for every U.S.$1 principal amount (or the equivalent in another currency based on exchange rates in effect on December 31, 2003) of DMA Eligible Securities tendered by or on behalf of such retail beneficial owner and accepted pursuant to the Offer, if 66 2/3% or less of the aggregate principal amount of all DMA Eligible Securities is tendered and validly accepted by Argentina, or
 
• 0.05% for every U.S.$1 principal amount (or the equivalent in another currency based on exchange rates in effect on December 31, 2003) of DMA Eligible Securities tendered by or on behalf of such retail beneficial owner and accepted pursuant to the Offer, if greater than 66 2/3% of the aggregate principal amount of all DMA Eligible Securities is tendered and validly accepted by Argentina.
 
Based on the exchange rates in effect on December 31, 2003, the amounts in U.S. dollars to be paid are as follows:

 

         
If If
participation participation
Principal Amount Tendered and Accepted £ 66 2/3% > 66 2/3%



Per 100 U.S. dollars
  0.03000   0.05000
Per 100 euro
  0.03776   0.06293
Per 100 pounds sterling
  0.05358   0.08930
Per 100 Swiss francs
  0.02417   0.04029
Per 10,000 yen
  0.02793   0.04656
Per 100 pesos
  0.01028   0.01714

 

 
The international joint dealer managers will pay the retail processing fee as provided above only if they (i) have received payment in full of related fees and expenses due from Argentina in connection with the Offer and (ii) such fees and expenses are not subject to

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litigation in connection with the Offer. Under no circumstances will Argentina be liable for payment of the retail processing fee.
 
The retail processing fee will only be paid to each retail processing dealer who is properly designated as a “retail processing dealer” by registering as such with the information agent and providing all necessary information. In addition, the international joint dealer managers reserve the right to request additional information from such a registrant in order to validate any retail processing fee payment claims.
 
Only direct participants in the relevant clearing system will be eligible to register as a retail processing dealer. If you are not a direct participant, you must instruct the direct participant through which you tender your Eligible Securities to register as a retail processing dealer on your behalf.
 
A “retail beneficial owner” of Eligible Securities is a beneficial owner of Eligible Securities that tenders Eligible Securities with an aggregate principal amount of U.S.$250,000, £140,000, ¥27,000,000, 200,000, Sfr.310,000, Ps.730,000 or less, as the case may be.
 
Retail processing dealers who successfully process tenders from retail beneficial owners of Argentine Eligible Securities will be eligible to receive a fee payable by the Argentine joint dealer managers as described in the offering materials being used to extend the Offer in Argentina.

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Summary of Options for Eligible Securities

(Other than Par Brady Bonds and Discount Brady Bonds)

      The following chart summarizes the possible New Securities you could receive in exchange for your Eligible Securities (other than Par Brady Bonds and Discount Brady Bonds) pursuant to the Offer:

                         

 If Your Eligible Security has: You may receive:

 Currency Governing Law Currency Governing Law New Security Exchange Ratio* 

U.S. Dollars
  New York           Pars     1.000  
               
    English   U.S. Dollars   New York   Discounts     0.337  
       
                Pars     2.918  
               
                Discounts     0.983  
               
        Pesos   Argentine   Quasi-pars     2.040  

U.S. Dollars
  Argentine           Pars     1.000  
               
        U.S. Dollars   Argentine   Discounts     0.337  
       
                Pars     2.918  
               
                Discounts     0.983  
               
        Pesos   Argentine   Quasi-pars     2.040  

Euro (or any
  English           Pars     1.000  
               
predecessor
  German   Euro   English   Discounts     0.337  
       
currency
  Italian           Pars     3.672  
               
to the Euro)
  Spanish           Discounts     1.238  
               
    New York   Pesos   Argentine   Quasi-pars     2.567  

Pounds Sterling
  English           Pars     1.419  
               
        Euro   English   Discounts     0.478  
       
                Pars     5.211  
               
                Discounts     1.756  
               
        Pesos   Argentine   Quasi-pars     3.642  

Swiss Francs
  Swiss           Pars     0.640  
               
        Euro   English   Discounts     0.216  
       
                Pars     2.351  
               
                Discounts     0.792  
               
        Pesos   Argentine   Quasi-pars     1.643  

Yen
  English           Pars     0.740  
               
        Euro   English   Discounts     0.249  
       
                Pars     2.717  
               
                Discounts     0.916  
               
        Pesos   Argentine   Quasi-pars     1.899  

Yen**
  Japanese           Pars     2.717  
               
                Discounts     0.916  
               
        Pesos   Argentine   Quasi-pars     1.899  

Pesos
  Argentine           Pars     1.000  
               
    English           Discounts     0.337  
               
    New York   Pesos   Argentine   Quasi-pars     0.699  

 *  Calculated using exchange rates at December 31, 2003. In the case of yen-denominated Eligible Securities, the exchange ratio is applied per ¥100.
 
**  While holders of yen-denominated Eligible Securities governed by Japanese law will not be able to receive yen-denominated securities governed by Japanese law pursuant to the Offer, they will be able to do so pursuant to the offer in Japan, if conducted by Argentina. Argentina, however, will only launch an offer in Japan after having received all necessary regulatory approvals from Japanese authorities. (See “Global Offering — Offer in Japan”).

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Common Terms of The New Securities

The following terms will apply to all New Securities:

 
Issuer The Republic of Argentina
 
Securities Offered Pars due December 31, 2038:
– U.S. dollar-denominated Pars (governed by New York law),
– U.S. dollar-denominated Pars (governed by Argentine law),
– Euro-denominated Pars (governed by English law), and
– Peso-denominated Pars (governed by Argentine law).
 
Discounts due December 31, 2033:
– U.S. dollar-denominated Discounts (governed by New York law),
– U.S. dollar-denominated Discounts (governed by Argentine law),
– Euro-denominated Discounts (governed by English law), and
– Peso-denominated Discounts (governed by Argentine law).
 
Quasi-pars due December 31, 2045, denominated in pesos (governed by Argentine law).
 
GDP-linked Securities expiring no later than December 15, 2035, initially attached to each series of Pars, Discounts and Quasi-pars. Each GDP-linked Security will be denominated in the same currency, and governed by the same law, as the Pars, Discounts or Quasi-pars to which such GDP-linked Security is initially attached.
 
The terms of the New Securities are described in greater detail under “Description of the New Securities” in this prospectus supplement.
 
Listing Application has been made to list each series of Pars, Discounts and GDP-linked Securities on the Luxembourg Stock Exchange, and application will be made to list each series of New Securities on the Buenos Aires Stock Exchange and on Mercado Abierto Electrónico.
 
Argentina intends to make an application to list each series of euro-denominated and U.S. dollar-denominated Pars, Discounts and GDP- linked Securities on a regulated market organized and managed by Borsa Italiana S.p.A., provided all requirements for such listing are met; however, we can offer no assurance that such application, if made, will be approved before the Settlement Date or at all.
 
Claim to Full Principal The Pars, Discounts and Quasi-pars will represent a claim to their full principal at maturity (plus accrued and unpaid interest) or upon earlier acceleration in accordance with the terms thereof. There are no principal payments in respect of the GDP-linked Securities.

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Redemption The New Securities will not be redeemable before maturity (although they may amortize or expire early as described below) and will not be entitled to the benefit of any sinking fund.
 
Rights Upon Future Offers Under the terms of the Pars, Discounts and Quasi-pars, if following the expiration of the Offer until December 31, 2014, Argentina voluntarily makes an offer to purchase or exchange or solicits consents to amend any Eligible Securities not tendered or accepted pursuant to the Offer, Argentina has agreed that it will take all steps necessary so that each holder of Pars, Discounts or Quasi-pars will have the right, for a period of at least 30 calendar days following the announcement of such offer, to exchange any of such holder’s Pars, Discounts or Quasi-pars for the consideration in cash or in kind received in connection with such purchase or exchange offer or securities having terms substantially the same as those resulting from such amendment process, in each case in accordance with the terms and conditions of such purchases, exchange offer or amendment process. The right of tendering holders to participate in any such transaction is subject to certain conditions described under “Description of the New Securities — Rights Upon Future Offers” below.
 
Repurchase of New Securities and Other Debt Obligations with Excess Payment Capacity

Under the terms of the New Securities, Argentina undertakes to apply the annual excess payment capacity (as defined below) for any given calendar year through 2009 towards the repurchase of any outstanding New Securities or other outstanding debt obligations (excluding Eligible Securities not tendered or accepted pursuant to the Offer, or any subsequent offer, nor resulting from Eligible Securities amended subsequent to the settlement of the Offer). Any such repurchased New Securities or other debt obligations will be cancelled.
 
“Annual excess payment capacity” is the difference between annual payment capacity (see table on page S-68) and the cash amounts of principal and interest that Argentina is required to pay in respect of any outstanding Pars, Discounts and Quasi-pars, whether issued pursuant to the Offer or otherwise, in any given calendar year. “Annual payment capacity” is Argentina’s payment obligations under the Pars, Discounts and Quasi-pars if it were to achieve 100% holder participation in the Offer and were to issue, in U.S. dollars, (i) the maximum aggregate principal amount of Pars and Quasi-pars permissible under the terms set forth in this prospectus supplement and (ii) Discounts to the extent demand for Pars and Quasi-pars exceeded these limits. See “Description of New Securities — Repurchase of New Securities and Other Debt Obligations with Excess Payment Capacity” for further details.
 
Argentina will determine within its sole discretion which New Securities or other eligible debt obligations to repurchase. These repurchases will be conducted, at Argentina’s sole discretion, through a bidding process in which holders of New Securities or other eligible debt obligations are invited to present competing offers for the sale of their New Securities or other eligible debt

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obligations, in the secondary market or otherwise. No holder of New Securities will be entitled to demand that Argentina so repurchase or offer to repurchase such holder’s New Securities. Argentina will announce any such repurchases to be conducted through a bidding process by publishing prior notice in various newspapers as described under “Description of the New Securities — Notices.”
 
Repurchase of New Securities with Excess GDP
Under the terms of the New Securities, in respect of any reference year from 2005 through 2010, Argentina undertakes to apply towards the repurchase of any outstanding New Securities, 5% of the Excess GDP for the relevant reference year. All New Securities so repurchased will be cancelled. Such repurchases would take place during the calendar year following the calculation date (as defined below) for the relevant reference year.
 
Argentina will determine within its sole discretion which New Securities to repurchase. These repurchases will be conducted, at Argentina’s sole discretion, through a bidding process in which holders of New Securities are invited to present competing offers for the sale of their New Securities, in the secondary market or otherwise. No holder of New Securities will be entitled to demand that Argentina so repurchase or offer to repurchase such holder’s New Securities. Argentina will announce any such repurchases to be conducted through a bidding process by publishing prior notice in various newspapers as described under “Description of the New Securities — Notices.”
 
Denomination The New Securities will be issued in denominations of one unit of the currency in which they are denominated and integral multiples thereof.
 
Form and Settlement Argentina will issue each of the New Securities in the form of one or more fully registered global securities, which will clear and settle as follows:
 
•  U.S. dollar-denominated New Securities (excluding U.S. dollar-denominated New Securities governed by Argentine law).     Will be registered in the name of a nominee of DTC and deposited with a custodian for DTC. You may hold a beneficial interest directly if you have an account with DTC or indirectly through a financial institution that has an account with DTC. Each of Euroclear and Clearstream, Luxembourg participate in DTC through their New York depositaries, which act as links between the clearing systems. Caja de Valores has an account with DTC.
 
•  Euro-denominated New Securities.     Will be registered in the name of a nominee of a common depositary for Clearstream, Luxembourg and Euroclear and deposited with that common depositary. You may hold a beneficial interest directly if you have an account with Clearstream, Luxembourg or Euroclear or indirectly through a financial institution that has an account with either of these clearing systems. Caja de Valores has an account with each of these clearing systems.

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• Peso-denominated New Securities (including Quasi-pars) and U.S. dollar-denominated New Securities governed by Argentine law.     Will be deposited with and registered in the name of CRYL. You may hold a beneficial interest directly through an account with CRYL or indirectly through any institution that has an account with CRYL. Caja de Valores has an account with CRYL. Each of Euroclear and Clearstream, Luxembourg has an account with an Argentine depositary, which acts as a link with Caja de Valores.
 
Taxation For a discussion of the Argentine, Luxembourg and United States tax consequences associated with the New Securities, see “Taxation.” Tendering holders should consult their own tax advisors in determining the Argentine, Luxembourg, United States federal, state, local and any other tax consequences to them of ownership and disposition of the New Securities.

The following terms will apply only to New Securities governed by New York law or English law:

 
Additional Amounts Argentina will make payments of principal and interest in respect of the New Securities without withholding or deduction for or on account of any present or future Argentine taxes, duties, assessments or governmental charges of whatever nature except as set forth in “Description of Securities — Additional Amounts” in the accompanying prospectus.
 
Further Issues Argentina may, from time to time without the consent of holders of the New Securities governed by New York law or English law, create and issue additional debt securities ranking pari passu with the New Securities and having the same terms and conditions as any series of the New Securities, or the same terms and conditions except for the amount of the first payment of interest on such additional debt securities. Argentina may also consolidate the additional debt securities to form a single series with any outstanding series of New Securities.
 
Any such additional debt securities, however, may not have, for purposes of U.S. federal income taxation, a greater amount of original issue discount than the relevant series of New Securities have as of the date of the issuance of such additional debt securities.
 
Seniority New Securities governed by New York law or English law will be direct, unconditional, unsecured and unsubordinated obligations of Argentina, and will rank pari passu and without preference among themselves and at least equally with all of Argentina’s other present and future unsecured and unsubordinated External Indebtedness (as defined in the accompanying prospectus under “Description of the Securities — Negative Pledge”).

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The following terms will apply only to New Securities governed by Argentine law:

 
Inflation Adjustment The outstanding principal amount of all Pars, Discounts and Quasi-pars denominated in pesos will be adjusted for inflation based on the Coeficiente de Estabilización de Referencia, or “CER,” a unit of account whose value in pesos is indexed to consumer price inflation in Argentina, as measured by changes in the consumer price index, or “CPI.” The CER is published by the Central Bank on a monthly basis. The amount of principal amortizations on any Pars, Discount or Quasi-pars will be adjusted over time to reflect the CER-adjusted principal amount of these securities. Likewise, the amount of interest that accrues on these securities will be determined on the CER-adjusted principal amount.
 
The CER-adjusted principal amount of any peso-denominated Pars, Discount or Quasi-pars will be determined by the Office of National Public Credit of the Ministry of Economy and Production of Argentina prior to the date on which any principal and/or interest payments on such securities is due (in the case of interest, whether payable in cash or capitalized). The Office of National Public Credit will determine this CER-adjusted principal amount by multiplying (x) the original principal amount of the peso-denominated Pars, Discounts or Quasi-pars as of December 31, 2003, by (y) a fraction, the numerator of which is equal to the CER corresponding to the 10-day period immediately preceding the relevant payment date, and the denominator of which is the CER corresponding to the 10-day period immediately preceding December 31, 2003. Argentina will announce any such adjustments to the outstanding principal amount of any peso-denominated Pars, Discounts or Quasi-pars at least annually by publishing notices in relevant newspapers, as necessary, as described under “Description of the New Securities — Notices.”
 
Further Issues New Securities governed by Argentine law (including all Quasi-pars) do not contain provisions restricting Argentina’s ability to create and issue additional debt securities ranking pari passu with the New Securities or having the same terms and conditions as any series of the New Securities.
 
Absence of Certain Covenants under New Securities governed by Argentine Law

New Securities governed by Argentine law, including all Quasi-pars, will be issued under an Argentine government decree that will not contain certain covenants granted to holders of New Securities governed by New York law or English law. Argentina will have no obligation with respect to New Securities governed by Argentine law (including any Quasi- pars) to pay additional amounts for any withholding of Argentine taxes, duties or assessments on payments of principal or interest on such New Securities. Nor will New Securities governed by Argentine law include certain of the covenants set forth in the accompanying prospectus, such as negative pledge or events of default.

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The Pars

 
Securities Offered Pars due December 31, 2038.
 
Maximum Principal Amount The maximum aggregate principal amount of Pars that Argentina may issue pursuant to the Offer is:
 
•  U.S.$10.0 billion or the equivalent in other currencies, if the aggregate Eligible Amount of Eligible Securities tendered and accepted pursuant to the Offer and, if concurrent with the Offer, the offer in Japan, is less than or equal to 70% (U.S.$57.3 billion equivalent) of the aggregate Eligible Amount of all outstanding Eligible Securities, or
 
•  U.S.$15.0 billion or the equivalent in other currencies, if the aggregate Eligible Amount of Eligible Securities tendered and accepted pursuant to the Offer and, if concurrent with the Offer, the offer in Japan, is greater than 70% (U.S.$57.3 billion equivalent) of the aggregate Eligible Amount of all outstanding Eligible Securities.
 
For purposes of determining these amounts, Pars issued in currencies other than U.S. dollars will be converted into U.S. dollars based on exchange rates in effect on December 31, 2003.
 
Principal Payments Argentina will pay principal in twenty equal payments, except that in the case of peso-denominated Pars, payment amounts will be adjusted for inflation based on CER. Argentina will pay the first nineteen installments on March 31 and September 30 of each year, commencing on September 30, 2029, and will pay the last installment on December 31, 2038. Annex B to this prospectus supplement contains a schedule for principal payments on U.S. dollar-denominated Pars.
 
Interest The Pars will bear interest, computed on the basis of a 360-day year of twelve 30-day months, accruing as follows:
                             
Currency

From and including   To but excluding   U.S. dollars Euro Pesos





December 31, 2003
  March 31, 2009     1.33%       1.20%       0.63%  
March 31, 2009
  March 31, 2019     2.50%       2.26%       1.18%  
March 31, 2019
  March 31, 2029     3.75%       3.38%       1.77%  
March 31, 2029
  December 31, 2038     5.25%       4.74%       2.48%  

 
Interest payment dates for Pars are March 31 and September 30 of each year, and December 31, 2038. Interest accrued on Pars from and including December 31, 2003, to but excluding March 31, 2005, will be paid in cash on the Settlement Date. The payment on the first interest payment date following the Settlement Date will consist of interest accrued from and including March 31, 2005, to but excluding such payment date.

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The Discounts

 
Securities Offered Discounts due December 31, 2033.
 
Maximum Principal Amount There is no limit on the allocation of Discounts within the Offer.
 
Principal Payments Argentina will pay principal in twenty equal semi-annual payments on June 30 and December 31 of each year, commencing on June 30, 2024, except that in the case of peso-denominated Discounts, payment amounts will be adjusted for inflation based on CER. The twenty equal semi-annual payments will include the capitalized amounts accrued prior to the first amortization date. Annex B to this prospectus supplement contains a schedule for principal payments on U.S. dollar-denominated Discounts.
 
Interest The Discounts will bear interest, computed on the basis of a 360-day year of twelve 30-day months, accruing from and including December 31, 2003, to but excluding December 31, 2033, at a rate per annum as follows:
         
Annual
Currency Denomination Interest Rate


U.S. dollars
    8.25%
Euro
    7.82%
Pesos
    5.83%

 
Part of the interest accrued prior to December 31, 2013, will be paid in cash and part will be capitalized. This means that on the relevant payment date the portion of interest that is capitalized is not paid in cash but is instead added to the amount of principal of your Discounts, and future calculations of interest are based on this adjusted principal amount. Cash payments will be made in the currency in which your Discounts are denominated. The table below sets forth the annual rates of interest on the Discounts, broken down to reflect the portion that will be paid in cash and the portion that will be capitalized:
                                                             
Currency

U.S. dollars Euro Pesos



From and including To but excluding Cash Capitalized Cash Capitalized Cash Capitalized








  December 31, 2003       December 31, 2008       3.97%       4.31%       3.75%       4.07%       2.79%       3.04%  
  December 31, 2008       December 31, 2013       5.77%       2.51%       5.45%       2.37%       4.06%       1.77%  
  December 31, 2013       December 31, 2033       8.28%       0.00%       7.82%       0.00%       5.83%       0.00%  

 
Interest payment dates for Discounts are June 30 and December 31 of each year. For Discounts, the portion of interest that would have been payable in cash on June 30, 2004, and December 31, 2004, will be paid in cash on the Settlement Date. The portion of interest that would have been capitalized on June 30, 2004, and December 31, 2004, will be capitalized as of such dates. The principal amount of Discounts you receive upon settlement of the Offer will include the original principal amount to which you are entitled plus such capitalized interest. Interest that is payable in cash and interest to be capitalized on the first interest payment date following the Settlement Date, will consist of interest accrued from and including December 31, 2004, to but excluding such payment date.

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The Quasi-pars

 
Securities Offered Quasi-pars due December 31, 2045.
 
Maximum Principal Amount The maximum original aggregate principal amount of Quasi-pars that Argentina may issue pursuant to the Offer is Ps.24.3 billion.
 
Currency Quasi-pars will be denominated in pesos.
 
Transfer Restrictions The Quasi-pars will not be transferable for one year after the Settlement Date.
 
Principal Payments Argentina will pay principal in twenty equal semi-annual payments on June 30 and December 31 of each year, commencing on June 30, 2036; payment amounts will be adjusted for inflation based on CER.
 
Interest The Quasi-pars will bear interest, computed on the basis of a 360-day year of twelve 30-day months, accruing from and including December 31, 2003, to but excluding December 31, 2045, at a rate per annum equal to 3.31%.
 
Interest accrued on or before December 31, 2013, will be capitalized. After December 31, 2013, Argentina will make interest payments in cash. Accordingly, you will not receive cash payments on your Quasi-pars until June 30, 2014, but instead, the amount of principal of your Quasi-pars will be increased, on the relevant interest payment dates, by the amount of interest accrued during the immediately preceding interest period. Cash payments will be made in pesos.
 
Interest payment dates for Quasi-pars are June 30 and December 31 of each year. Interest accrued on Quasi-pars that would have been capitalized on June 30, 2004, and December 31, 2004, will be capitalized as of such dates. The principal amount of Quasi-pars you receive upon settlement of the Offer will include the original principal amount to which you are entitled plus such capitalized interest. Interest to be capitalized on the first interest payment date following the Settlement Date will consist of interest accrued from and including December 31, 2004, to but excluding such payment date.
 
Governing Law The Quasi-pars will be governed by Argentine law.

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The GDP-linked Securities

 
Securities Offered GDP-linked Securities that expire no later than December 15, 2035.
 
Each GDP-linked Security will be originally issued as a single unit with the underlying Par, Discount or Quasi-par. During the period of 180 days following the first day of the Settlement Date, each GDP-linked Security will remain attached to and trade as a single unit with the underlying Par, Discount or Quasi-par. Upon expiration of this 180-day period, the GDP-linked Securities and the underlying Pars, Discounts or Quasi-pars will automatically detach and will no longer constitute a single unit. Thereafter, the GDP-linked Securities will trade independently from the underlying Pars, Discounts or Quasi-pars.
 
Notional Amount Each GDP-linked Security will have a notional amount equal to the corresponding Eligible Amount of Eligible Securities tendered and accepted. If the Eligible Securities tendered and accepted are not in the same currency as the GDP-linked Securities you are entitled to receive, the corresponding notional amount of the GDP-linked Securities will be determined using exchange rates in effect on December 31, 2003.
 
There are no principal payments in respect of the GDP-linked Securities. Holders will not receive any payments during the life or upon the expiration of their GDP-linked Securities other than as described below.
 
Payments Any payments on the GDP-linked Securities are contingent upon the performance of Argentina’s GDP (as described below) and subject to the conditions described below. Payments made on the GDP-linked Securities will be based on the notional amount of GDP-linked Securities.
 
Payment Currency The payment currency of the GDP-linked Securities will be the currency of the New Security to which the GDP-linked Securities are initially attached, which may be U.S. dollars, euro or pesos.
 
Calculation Date The calculation date for the GDP-linked Securities will be on November 1 of each year following the relevant reference year (as defined below), commencing on November 1, 2006.
 
Payment Date Subject to the conditions specified below, Argentina will make payments on the GDP-linked Securities on December 15 of each year following the relevant reference year. The first payment, if any, will occur on December 15, 2006.
 
Reference Year The reference year for the GDP-linked Securities will be a calendar year, commencing in 2005 and ending in 2034.

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Base Case GDP The base case gross domestic product (“Base Case GDP”) for each reference year is set forth in the following chart:
                     
Base Case GDP Base Case GDP
(1993 pesos in (1993 pesos in
Reference Year millions) Reference Year millions)




2005
  287,012.52     2020   458,555.87  
2006
  297,211.54     2021   472,312.54  
2007
  307,369.47     2022   486,481.92  
2008
  317,520.47     2023   501,076.38  
2009
  327,968.83     2024   516,108.67  
2010
  338,675.94     2025   531,591.93  
2011
  349,720.39     2026   547,539.69  
2012
  361,124.97     2027   563,965.88  
2013
  372,753.73     2028   580,884.85  
2014
  384,033.32     2029   598,311.40  
2015
  395,554.32     2030   616,260.74  
2016
  407,420.95     2031   634,748.56  
2017
  419,643.58     2032   653,791.02  
2018
  432,232.88     2033   673,404.75  
2019
  445,199.87     2034   693,606.89  

 
The Base Case GDP will be adjusted in accordance with any changes to the year of base prices (currently 1993).
 
Actual Real GDP The actual real gross domestic product (“Actual Real GDP”) is the gross domestic product of Argentina in constant pesos for each calendar year as published by the Instituto Nacional de Estadística y Censos (“INDEC”).
 
Actual Real GDP is currently calculated by INDEC using the year 1993 as the year of base prices. If in any year, the year of base prices for calculating Actual Real GDP is changed by INDEC, the Base Case GDP will be adjusted accordingly. For example, if Actual Real GDP for 2006 with 1993 prices is X, and with 2000 prices is Y, then the Base Case GDP = Base Case GDP as per chart above multiplied by a fraction, the numerator of which is Y and the denominator of which is X.
 
Actual Nominal GDP The actual nominal gross domestic product (“Actual Nominal GDP”) is the gross domestic product of Argentina in current pesos for each calendar year as published by the Instituto Nacional de Estadística y Censos (“INDEC”).
 
Payment Conditions Argentina will make a payment on GDP-linked Securities in respect of any given reference year only if the following three conditions are met:
 
• for the reference year, Actual Real GDP exceeds Base Case GDP;
 
• for the reference year, annual growth in Actual Real GDP exceeds the growth rate in Base Case GDP for such year (for your reference, the Base Case GDP for 2004 is Ps.275,276.01 million, measured in 1993 pesos); and

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•  total payments made on a GDP-linked Security do not exceed the payment cap for that GDP-linked Security.
 
Annual growth of “Actual Real GDP” for any reference year will be calculated by dividing Actual Real GDP for that reference year by the Actual Real GDP for the year preceding that reference year, minus one. For purposes of this calculation, the Actual Real GDP for the relevant reference year and the preceding year will each be measured using the same year of base prices, with Actual Real GDP for the year preceding the reference year adjusted, if necessary, to reflect any changes in the year of base prices implemented during such reference year (for an example of how this adjustment is effected see “— Actual Real GDP” above).
 
Excess GDP The excess gross domestic product for any reference year (“Excess GDP”) is the amount, if any, by which Actual Real GDP (converted to nominal pesos, as described below) exceeds the Base Case GDP (converted to nominal pesos, as described below). Excess GDP will be expressed in billions.
 
For purposes of determining Excess GDP for any reference year, each of the Actual Real GDP and Base Case GDP for that reference year will be converted into nominal pesos by multiplying it by a fraction, the numerator of which is the GDP Deflator (as defined below) for that reference year and the denominator of which is the GDP Deflator for the year of base prices used to calculate Actual Real GDP and Base Case GDP for that reference year. As noted above, 1993 is currently the year of base prices, and the GDP Deflator for that year is one.
 
GDP Deflator The GDP deflator for any given year (“GDP Deflator”) is the quotient that results from dividing the Actual Nominal GDP for such year, by the Actual Real GDP for the same year, in each case as published by INDEC.
 
Payment Amount On each payment date, holders of GDP-linked Securities will be entitled to receive payments in an amount equal to the Available Excess GDP (as defined below) for the corresponding reference year, multiplied by the aggregate notional amount of GDP-linked securities they hold. “Available Excess GDP” is an amount per unit of currency of notional amount of GDP-linked Securities, determined in accordance with the following formula:
 
Available Excess GDP = (0.05 × Excess GDP) × unit of currency coefficient
 
where:
 
• “Excess GDP” is expressed in billions of nominal pesos, and
 
• the “unit of currency coefficient” is as set forth in the following table:
     
Currency Unit of Currency Coefficient


U.S. dollars
  1/81.8 = 0.012225
Euro
  1/81.8 × (1/.7945) = 0.015387
Pesos
  1/81.8 × (1/2.91750) = 0.004190

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The unit of currency coefficient represents the proportion that one GDP-linked security with a notional amount of one unit of currency bears to the aggregate Eligible Amount of all Eligible Securities outstanding as of the date of this prospectus supplement (approximately U.S.$81.8 billion), calculated using exchange rates in effect on December 31, 2003.
 
For purposes of effecting payments on GDP-linked Securities, Available Excess GDP will be converted to the relevant payment currency using the average free market exchange rate of pesos to the applicable payment currency during the 15 calendar days preceding December 31 of the relevant reference year.
 
All calculations for payments on the GDP-linked Securities will be performed by the Ministry of Economy and Production of Argentina.
 
Annex F to this prospectus supplement contains sample calculations related to payments on GDP-linked Securities.
 
Payment Cap The total amount to be paid during the life of the GDP-linked Securities, per unit of GDP-linked Security, will not exceed 0.48, measured per unit of currency. We refer to this amount as the “payment cap for GDP-linked Securities.” For example, if you receive GDP-linked Securities in a notional amount equal to U.S.$1 million, the payment cap for your GDP-linked Securities would equal U.S.$480,000.
 
If the payment cap for a GDP-linked Security is reached in a payment year prior to the scheduled expiration of the GDP-linked Securities, the GDP-linked Securities will be deemed to have expired in such year.
 
If, for any given year the aggregate payment due under a GDP-linked Security is greater than the amount remaining under the payment cap for that Security, then the remaining amount available under the payment cap for that GDP-linked Security will be distributed to the holder of that security.
 
Governing Law The governing law of each GDP-linked Security will be the same as the governing law of the New Security to which the GDP-linked Security is initially attached.

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RISK FACTORS

      Your decision to tender Eligible Securities in exchange for New Securities involves a significant degree of risk. We urge you to read carefully this prospectus supplement and the accompanying prospectus in their entirety and to note, in particular, the following risk factors, as well as those risk factors set forth in the accompanying prospectus beginning on page 18.

Risk Factors Relating to the Offer

 
Risks of Not Participating in the Offer

      Eligible Securities that are not tendered may remain in default indefinitely.

      Eligible Securities not exchanged pursuant to the Offer will remain outstanding. Argentina has announced that it has no intention of resuming payments on any Eligible Securities that remain outstanding following the expiration of the Offer. Consequently, if you elect not to tender your Eligible Securities pursuant to the Offer there can be no assurance that you will receive any future payments in respect of your Eligible Securities.

      If the Offer is completed, the trading market for any series of Eligible Securities not exchanged may become illiquid, which may adversely affect the market value of any Eligible Securities of such series.

      Argentina intends to cancel all Eligible Securities it acquires pursuant to the Offer. Eligible Securities not exchanged pursuant to the Offer will remain outstanding, although Argentina may discontinue the listing of any series of Eligible Securities in the various stock exchanges in which such series are currently listed to the extent permissible in accordance with the rules of the relevant stock exchanges, including (but not limited to) the Luxembourg Stock Exchange, the Buenos Aires Stock Exchange and the Mercado Abierto Electrónico. The exchange of Eligible Securities of any series pursuant to the Offer and the cancellation of such Eligible Securities will reduce the aggregate principal amount of Eligible Securities of the applicable series that otherwise might trade in the market. This could adversely affect the liquidity and market value of any Eligible Securities of that series not exchanged pursuant to the Offer. The potential delisting of any series of Eligible Securities may exacerbate the adverse effect of the reduction in outstanding Eligible Securities, since Eligible Securities of that series would lack an active trading market or published secondary market price quotations. As a result, if you elect not to participate in the Offer, it may become more difficult for you to trade your Eligible Securities.

 
Risks of Participating in the Offer

      Holders should understand the schedule and terms of the Offer before tendering any Eligible Securities. In particular, holders should be aware that the terms of the Offer allow Argentina to terminate or extend the Offer, to withdraw or amend the Offer in one or more jurisdictions, and to reject valid tenders of Eligible Securities, in each case at Argentina’s sole discretion. Holders should also be aware that once they tender Eligible Securities pursuant to the Offer, they will not be able to withdraw such tenders except under certain limited circumstances.

      The terms of the Offer allow Argentina, in its sole discretion and to the extent permitted by applicable laws, to extend or terminate the Offer, to withdraw or amend the Offer in one or more jurisdictions, and to reject valid tenders of Eligible Securities. Accordingly, there can be no assurance that the exchange of Eligible Securities for New Securities pursuant to the Offer will be completed (in any particular jurisdiction or at all). Even if such exchange is consummated, there can be no assurance that it will be completed in accordance with the schedule and terms set forth in this prospectus supplement.

      Once Eligible Securities have been tendered pursuant to the Offer, tendering holders may not withdraw their tenders except under certain limited circumstances as described under “Terms of the Offer — Irrevocability; Limited Withdrawal Rights.” Holders should be aware that Argentina expects the Offer to be open for 43 calendar days and the amount and type of New Securities tendering holders will receive in exchange for Eligible Securities they tender will not be announced until after the Expiration Date. Tendering

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holders should also be aware that the time between the Expiration Date of the Offer and the Settlement Date will be at least 35 calendar days. The market price of the Eligible Securities may fluctuate after tendering holders tender Eligible Securities pursuant to the Offer. Tendering holders, however, will not be able to effect transfers of any tendered Eligible Securities (except in limited circumstances when tenders may be withdrawn and are actually withdrawn), and thus will not be able to benefit from favorable fluctuations in the market price of such securities. Moreover, tendering holders will not receive any New Securities in exchange for Eligible Securities they tender until the Settlement Date. If completion of the Offer is delayed, tendering holders may have to wait longer than expected to receive any New Securities, during which time they will not be able to effect transfers of any tendered Eligible Securities (except in limited circumstances when tenders may be withdrawn and are actually withdrawn). Eligible Securities tendered in the Offer will be “blocked” for transfers to third parties pending completion of the Offer.

      There is no established trading market for the New Securities, and the price at which the New Securities will trade in the secondary market is uncertain.

      Each series of New Securities is a new issue of securities with no established trading market. Although Argentina has been advised by the international joint dealer managers that they intend to make a market in the New Securities, they are under no obligation to do so and may discontinue market-making at any time without notice. Consequently, we cannot ensure that a market for any series of the New Securities will develop, or if one does develop, that it will continue for any period of time. If an active market for any series of the New Securities fails to develop or continue, this failure could harm the trading price of the New Securities. Argentina has submitted an application to list each series of Pars, Discounts and GDP-linked Securities on the Luxembourg Stock Exchange and will apply to list each series of the New Securities on the Buenos Aires Stock Exchange and on the Mercado Abierto Electrónico. Argentina intends to make an application to list each series of Pars, Discounts and GDP-linked Securities on a regulated market organized and managed by Borsa Italiana S.p.A. However, we can offer no assurance as to the liquidity of the trading market for your New Securities or as to the price at which your New Securities will trade in the secondary market.

      Holders of Eligible Securities who do not participate in the Offer may attempt to challenge the progress or consummation the Offer by seeking an injunction or pursuing other legal remedies.

      Argentina may be subject to efforts by hold-out creditors to enjoin or otherwise prevent the consummation of the Offer. Recently, hold-out creditors undertook two separate actions to enjoin an exchange offer by the Province of Mendoza. In one of these cases, the exchange agent, trustee and other parties were named as defendants. Although to date the courts have vacated previously entered restraining orders, these actions did succeed in temporarily impeding the consummation of that exchange offer. We cannot assure you that a court would not take actions that may enjoin, impede or delay the Offer.

      In recent weeks, creditors of Argentina have made two litigation attempts to challenge the Offer:

  •  On October 28, 2004, the plaintiff and class representative in the class action, Urban v. The Republic of Argentina, 02 Civ. 5899 (TPG), filed a motion for a preliminary injunction before the federal district court for the Southern District of New York (Griesa, J.) (the “District Court”). The District Court had previously, on December 30, 2003, certified the Urban class to include holders of Argentina’s 11 3/8% bonds due January 30, 2017, and 11 3/4% bonds due April 7, 2009, including, per the District Court’s ruling on November 23, 2004, holders in Argentina. The motion sought to enjoin the Offer and otherwise prevent it from being communicated to purported members of the class on the basis that any offer would constitute an offer to “the class” to compromise or settle class claims directly rather than properly communicating through class counsel. On November 16, 2004, the District Court granted in part and denied in part the motion, stating that Argentina is entitled to launch the Offer, but recognizing that potential members of the class should be notified concerning the class action, including the existence of the class action, the definition of the class and that by accepting the Offer a potential class member would forego any right to join the class action. The Court has ruled that class counsel is to provide to potential class members notification of the class action.

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  •  On November 5, 2004, plaintiffs in the purported class action, Seijas v. The Republic of Argentina, 04 Civ. 0400 (TPG), filed in the District Court an ex parte motion seeking to enjoin the Offer. On November 16, 2004, the District Court denied the request to enjoin Argentina from engaging in an exchange offer, and reserved any further decision on the issue pending resolution of the motion for class certification in that matter.

      While Argentina intends to oppose vigorously these and any other efforts to challenge the Offer, we can offer no assurances of success.

      Argentina’s payments in connection with the Offer (including any payments due from Argentina upon settlement of the Offer) or to holders of New Securities may be attached, enjoined or otherwise challenged by holders that declined to participate in the Offer or by other creditors of Argentina.

      In recent years, hold-out creditors have used litigation against sovereign debtors — most prominently Peru and Nicaragua — to attach or interrupt payments made by these sovereign debtors to, among others, bondholders who have agreed to a debt restructuring and accepted new securities in an exchange offer. Argentina has been subjected to suits to collect on amounts due on defaulted bonds, including actions in the United States, Italy and Germany. Some of these actions have resulted in judgments against Argentina. There can be no assurance that a creditor will not be able to interfere, through an attachment of assets, injunction, temporary restraining order or otherwise, with payments made in connection with the Offer (including any payments due from Argentina upon settlement of the Offer) or subsequently under any New Securities.

      By tendering Eligible Securities pursuant to the Offer, holders will renounce and waive significant rights and interests, including the right to bring claims in litigation.

      Holders tendering any Eligible Securities pursuant to the Offer will renounce and waive significant rights and interests, including the right to bring claims (as members of a class action or individually) in connection with the Offer and their tendered Eligible Securities. See “Public Sector Debt — Legal Proceedings” in the accompanying prospectus for more detailed information concerning certified and purported class actions currently pending before the District Court. Additionally, any holder who tenders Argentina’s 11 3/8% bonds due January 30, 2017, or 11 3/4% bonds due April 7, 2009, will forego any right to participate as a plaintiff class member in the certified class action discussed above, Urban v. The Republic of Argentina, 02 Civ. 5899 (TPG). Holders will also agree to abandon any proceedings against Argentina relating to their tendered Eligible Securities, waive their right to enforce any judgment against Argentina obtained in any such proceedings, and waive all rights awarded and any assets attached for their benefit through any prejudgment attachment ordered by any court in connection with their tendered Eligible Securities. See “Tender Procedures — Representations, Warranties and Undertakings relating to Tenders of Eligible Securities” below for the full acknowledgments, representations, warranties and undertakings that holders will be deemed to make as a condition to their participation in the Offer.

      Argentina is a foreign sovereign state and accordingly it may be difficult to obtain or enforce judgments against it. Additionally, while Argentina has waived sovereign immunity in certain jurisdictions, this waiver is subject to important exceptions.

      Argentina is a foreign sovereign state. Consequently, while Argentina has irrevocably submitted to the jurisdiction of U.S. state or federal court sitting in the Borough of Manhattan, the City of New York (with respect to New Securities governed by New York law), the courts of England (with respect to New Securities issued under English law), and the courts of Argentina (with respect to all New Securities), it may be difficult for you or the trustee of the New Securities to obtain or enforce judgments of any such courts or elsewhere against Argentina.

      Additionally, while Argentina has irrevocably waived to the fullest extent permitted by applicable law (including the United States Foreign Sovereign Immunities Act of 1976, which we refer to as the “Immunities Act”), any immunity from jurisdiction, attachment prior to judgment, execution of a judgment or any other legal process or judicial remedy of any of the courts mentioned above, there are important exceptions to this waiver. Assets that constitute freely available reserves pursuant to Argentine law and property of Argentina that provides an essential public service are examples of these exceptions. In addition,

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Argentina may plead sovereign immunity under the Immunities Act in actions brought against it under United States federal securities laws or any state securities laws, and its submission to jurisdiction and appointment of Banco de la Nación Argentina as its authorized agent for service of process and waiver of immunity do not include these actions.

      Argentina has established certain procedures for tendering holders to effectuate and, if applicable, withdraw their tenders. Any error committed in these procedures by a clearing system, a direct participant or a custodian, or any systemic breakdown by any clearing system, may result in the failure of a holder to tender or withdraw its Eligible Securities or a delay in a holder’s receipt of New Securities.

      Any errors by the clearing systems, direct participants in the relevant clearing system and custodians may prejudice a tendering holder’s ability to receive New Securities. If you hold your Eligible Securities in electronic or book-entry form, your duly completed electronic acceptance notices must be received by a principal clearing system no later than the Early-tender Deadline (to benefit from an early-tender allocation of Pars) or 4:15 P.M. (New York City time) on the Expiration Date (in all other cases). To receive any Quasi-pars, your tender should be received by a principal clearing system as soon after the Launch Date as possible, since Quasi-pars will be allocated on a daily first-come, first-served basis. In addition, if you hold your Eligible Securities in electronic or book-entry form, for your tender to be effective the exchange agent must receive your duly completed electronic acceptance notice from the relevant clearing system within three days of the Expiration Date. Accordingly, after you contact and provide information to your custodian or other securities intermediary, you will have to rely on this institution and on the relevant direct participant and clearing system, to take the steps necessary for your electronic acceptance notice to be submitted properly and by the applicable deadline. This process may include several intermediaries. It is possible that any person or entity in this chain of tender may commit an error in submitting your tender. Moreover, there are very large amounts of Eligible Securities outstanding and a very large number of holders of these Eligible Securities. If a large proportion of the holders of Eligible Securities tender their Eligible Securities in the Offer, the clearing systems may experience significant delays, and possibly systemic breakdowns, in the processing of tenders by, or the delivery of New Securities to, holders who tender Eligible Securities. Any such error, delay in processing or systemic breakdown could result in your notice being improperly submitted, arriving past the relevant deadline, or not at all, or the delivery of your New Securities being significantly delayed.

      In the event Argentina grants withdrawal rights (which it will only do in limited circumstances), and you wish to exercise those rights, your duly completed withdrawal notice must be received by the exchange agent within 15 calendar days from the date Argentina first publicly announces the granting of withdrawal rights. If you hold your Eligible Securities in electronic or book-entry form, the submission of a withdrawal notice must be effected through the same securities intermediaries, direct participants and clearing systems through which your electronic acceptance notice was delivered. It is possible that any person or entity in this chain may commit an error in submitting your withdrawal notice, and thus prejudice your ability to withdraw your tender.

      None of Argentina, any international joint dealer manager, the information agent, the exchange agent or the Luxembourg exchange agent will be responsible for any such errors, or other failure by the clearing systems, direct participants or custodians to comply with any of these tendering or withdrawal procedures.

Risk Factors Relating to the New Securities

 
Risks relating to Quasi-pars
 
Restrictions on the Quasi-pars may adversely affect their liquidity and market
value.

      The terms of the Quasi-pars will impose restrictions on denomination, settlement, transfer and listing, which may affect the liquidity and market value of the Quasi-pars. Quasi-pars will be denominated solely in pesos and may be held only through Caja de Valores or CRYL. Holders of Quasi-pars may not transfer them for one year after their initial issuance. In addition, Quasi-pars will not be listed on the Luxembourg Stock Exchange, and there may be little or no secondary market for Quasi-pars. Argentina expects that demand for Quasi-pars will derive primarily from Argentine institutional investors. Even if a secondary market develops, it may not provide significant liquidity and transaction costs may be high. As a result of these factors, it may be

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difficult for tendering holders to trade any Quasi-pars received in exchange for Eligible Securities and the market value of any such Quasi-pars may be adversely affected.

           Risks relating to GDP-linked Securities

      Payments on GDP-linked Securities depend upon unpredictable factors, and it is possible that no payments will ever be made on the GDP-linked Securities.

      There are no principal payments on the GDP-linked Securities, and all payments on the GDP-linked Securities are linked to the performance of Argentina’s gross domestic product (as described in “Description of the New Securities — General Terms of the GDP-linked Securities”). In order for any payments to be made on the GDP-linked Securities, certain benchmarks must be reached. In particular, for payments to be made in any given year, Argentina’s actual real gross domestic product for that year must exceed a specified amount and annual growth rate. Because the historical performance of Argentina’s gross domestic product may not be indicative of future performance, you cannot be certain that these conditions for payment will be met every year, or at all. In addition, total payments over the life of the GDP-linked Securities may not exceed the payment cap for GDP-linked Securities, and the GDP-linked Securities will be deemed to have expired in any year in which the payment cap for GDP-linked Securities is reached (as described under “Description of New Securities — General Terms of the GDP-linked Securities” below). Furthermore, any alteration in the calculation or compilation of Argentina’s gross domestic product by INDEC — the institution responsible for compiling Argentina’s economic statistics, which is controlled by the Argentine government — may result in a decrease in value of or return on the GDP-linked Securities. Argentina will not be required to make an adjustment to the amounts previously paid to holders of the GDP-linked Securities for changes that may affect the calculation of Argentina’s gross domestic product.

      The lack of any history of securities similar to the GDP-linked Securities may harm their market value.

      Although Argentina has applied to list the GDP-linked Securities on the Luxembourg Stock Exchange, the lack of a trading history for securities linked to Argentina’s gross domestic product may make it difficult to anticipate the volatility or other risks associated with a security of this kind. Consequently, changes in the level of Argentina’s published gross domestic product may not result in a comparable change in the market value of GDP-linked Securities. There may also be little or no secondary market for GDP-linked Securities. Even if a secondary market develops, it may not provide significant liquidity and transaction costs may be high. In addition, because payments under the GDP-linked Securities are calculated in pesos, even if these payments must be made in other currencies, holders of GDP-linked Securities denominated in such other currencies may face currency conversion risks. Because of these factors, it may be difficult to trade GDP-linked Securities and their market value may be adversely affected.

Risk Relating to New Securities Governed by Argentine Law

      New Securities governed by Argentine law, including all Quasi-pars, will not have the benefit of certain covenants granted to holders of New Securities governed by New York law or English law.

      New Securities governed by Argentine law, including all Quasi-pars, will be issued under an Argentine government decree that will not contain certain covenants granted to holders of New Securities governed by New York law or English law. In particular, Argentina will have no obligation with respect to New Securities governed by Argentine law (including any Quasi-pars) to pay additional amounts for any withholding of Argentine taxes, duties or assessments on payments of principal or interest on such New Securities. Nor will New Securities governed by Argentine law include certain covenants set forth in the accompanying prospectus, such as negative pledge or events of default. As a result of this absence of covenants, the trading price of New Securities governed by Argentine law may be adversely affected. In particular, the trading prices of Pars, Discounts and GDP-linked Securities governed by Argentine law may be lower than the trading prices of Pars, Discounts and GDP-linked Securities governed by New York law or English law.

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Risk Factors Relating to Argentina

      Any revision to Argentina’s official financial or economic data resulting from any subsequent review of such data by the Central Bank or other Government entities could have a material adverse effect on Argentina’s ability to service its public debt.

      Certain financial and other information presented in this prospectus supplement may subsequently be materially adjusted or revised to reflect new or more accurate data as a result of the periodic review of Argentina’s official financial and economic statistics. Such revisions could reveal that Argentina’s economic and financial conditions as of any particular date are materially different from those described in this prospectus supplement and in the accompanying prospectus. Argentina can offer no assurance that such adjustments or revisions will not have a material adverse effect on the interests of Argentina’s creditors, including any tendering holders receiving New Securities pursuant to the Offer.

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RECENT DEVELOPMENTS

      We set forth below certain information that has become available since Argentina’s Registration Statement was declared effective by the SEC on December 27, 2004.

Foreign Trade and Balance of Payments

      During the first three quarters of 2004, Argentina’s current account decreased to U.S.$2.6 billion, representing a 60% decrease as compared to the same period for 2003. This decline resulted primarily from a 21% decrease in the merchandise trade surplus, from U.S.$13.2 billion during the first three quarters of 2003 to U.S.$10.4 billion during the first three quarters of 2004. This reduction in the merchandise trade surplus was, in turn, caused by a 69% increase in total imports, to U.S.$15.3 billion, and a 15% increase in total exports, to U.S.$25.6 billion, in each case as compared to the first three quarters of 2003. The increase in imports reflected the increase in domestic demand during this period resulting from the ongoing economic expansion. Other factors that contributed to the reduction in Argentina’s current account during this period include the following:

  •  a 21% increase in the non-financial services trade deficit, to U.S.$1.6 billion, as compared to the first three quarters of 2003, and
 
  •  an increase in the transfer of dividends and profits abroad, which resulted in an increase in the non-financial services trade deficit, from U.S.$0.6 billion during the first three quarters of 2003 to U.S.$1.7 billion during the first three quarters of 2004.

      During the first three quarters of 2004, Argentina’s capital account registered a surplus of U.S.$1.3 billion, compared to a deficit of U.S.$2.1 billion during the first three quarters of 2003. This increase resulted from a significant reduction in the capital outflow from the non-financial private sector, from net outflows of U.S.$3.9 billion during the third quarter of 2003 to net outflows of U.S.$329 million during the first three quarters of 2004. This reduction reflected increased demand for peso-denominated financial and real assets.

Monetary System

 
Exchange Rate

      The Central Bank reported an exchange rate of Ps.2.97 per U.S. dollar both on December 31, 2004, and as the monthly average for December 2004.

 
Inflation

      During the month of December 2004, the consumer price index or CPI increased 0.8% and the whole price index or WPI increased 0.9%. As of December 31, 2004, the CPI had increased by 6.1% and the WPI had increased by 7.9% as compared to the previous year.

 
Monetary Base

      As of December 31, 2004, the monetary base had increased to Ps.52.5 billion, representing an increase of 13.1% from its level as of December 31, 2003, and an increase of 7.9% from its level as of June 30, 2004.

 
Liquidity Aggregates

      As of December 31, 2004, the currency in circulation increased by 41.3% as compared to December 31, 2003 and 19% as compared to June 30, 2004. Other liquidity aggregates registered similar growth during this period:

  •  M1 increased to Ps.70.3 billion, representing an increase of 43.6% as compared to December 31, 2003 and 10.2% as compared to June 30, 2004;

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  •  M2 increased to Ps.92.3 billion, representing a 44.8% increase as compared to December 31, 2003 and a 10.2% increase as compared to June 30, 2004; and
 
  •  M3 increased to Ps.154.3 billion, representing a 31.8% increase as compared to December 31, 2003 and an increase of 9.5% as compared to June 30, 2004.

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TERMS OF THE OFFER

      Argentina is offering owners of Eligible Securities, also referred to as “holders,” the opportunity to tender, on the terms and subject to the conditions of this prospectus supplement, the accompanying prospectus and the related acceptance notices, Eligible Securities in exchange for newly issued New Securities. The maximum aggregate principal amount of Pars will depend on the level of holder participation in the Offer. The terms of each series of the New Securities are described below under the heading “Description of the New Securities.”

Purpose of the Offer

      The purpose of the Offer is to restructure outstanding debt obligations of Argentina that are currently in default.

Eligible Amount

      For purposes of the Offer, your Eligible Securities will be assigned an “Eligible Amount” equal to (i) their outstanding principal amount as of December 31, 2001, plus (ii) any accrued and unpaid interest up to but excluding December 31, 2001. As discussed below, the principal amount of New Securities that you receive pursuant to the Offer will depend on the Eligible Amount of Eligible Securities you tender. For purposes of determining the principal amount of New Securities that you will receive in exchange for your Eligible Securities, Argentina will determine the Eligible Amount tendered using exchange rates in effect on December 31, 2003, since this is the date from which the New Securities will begin accruing interest.

      The Eligible Amount of all outstanding Eligible Securities as of the date of this prospectus supplement is U.S.$81.8 billion, comprising U.S.$79.7 billion of principal and U.S.$2.1 billion of accrued but unpaid interest as of December 31, 2001, based on exchange rates in effect on December 31, 2003. In calculating this Eligible Amount, Argentina has deducted the estimated proceeds from the release and redemption of the Brady Collateral (as defined below), and has assumed for this purpose that this redemption took place in February 2003. As described below under “— Consideration to be Received Pursuant to Tenders of Par Brady Bonds and Discount Brady Bonds,” the actual redemption date will be the Settlement Date and holders of Par Brady Bonds and Discount Brady Bonds will receive the actual cash proceeds resulting from such redemption.

      You may determine the Eligible Amount of Eligible Securities that you hold of each series by multiplying the original principal amount of such Eligible Securities by the relevant “eligible amount per unit of relevant currency of original principal amount,” as set forth in the table in Annex C under “Eligible Securities.”

Consideration to be Received Other than by Holders of Par Brady Bonds and Discount Brady Bonds

      The exchange of Eligible Securities (other than Par Brady Bonds and Discount Brady Bonds) for Pars, Discounts and Quasi-pars pursuant to the Offer will be made at fixed exchange ratios that will be applied to the Eligible Amount of your tendered Eligible Securities accepted in the Offer. You will not receive payment in respect of any accrued and unpaid interest on your tendered and accepted Eligible Securities for the period subsequent to December 31, 2001. Any New Securities you receive, however, will begin to accrue interest from and including December 31, 2003. See “— Interest on New Securities.”

      If you elect to participate in the Offer, you may elect to receive any of the following New Securities in exchange for the Eligible Amount of Eligible Securities (other than Par Brady Bonds and Discount Brady Bonds) you duly tender, subject to the terms and conditions set forth in this prospectus supplement (assuming an exchange of Eligible Securities for New Securities denominated in the same currency):

  •  Pars in an original principal amount equal to the Eligible Amount of the Eligible Securities you tender, subject to the limits described under “— Limitation on Issuance and Allocation of New Securities — Limits on and Allocation of Pars” below;
 
  •  Discounts in an original principal amount equal to 33.7% of the Eligible Amount of the Eligible Securities you tender; or

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  •  Quasi-pars in an original principal amount equal to 69.9% of the Eligible Amount of the Eligible Securities you tender, subject to the conditions described under “— Minimum Tender Amount” and the limits described under “— Limitation on Issuance and Allocation of New Securities — Limits on and Allocation of Quasi-pars” below.

As used above and elsewhere in this prospectus supplement, the “original principal amount” of any New Securities refers to the principal amount of those New Securities as of December 31, 2003.

      In addition to any Pars, Discounts or Quasi-pars that you elect to receive, you will also receive GDP-linked Securities in a notional amount equal to the Eligible Amount of the Eligible Securities you tender that are accepted by Argentina. Accordingly,

  •  for every 1 currency unit (e.g., U.S.$1.00) in original principal amount of Pars you receive, you will also receive 1 currency unit (rounded downward to the nearest 1 currency unit, e.g., U.S.$1.00) in notional amount of GDP-linked Securities,
 
  •  for every 1 currency unit (e.g., U.S.$1.00) in original principal amount of Discounts you receive, you will also receive 2.96735905 currency units (rounded downward to the nearest 1 currency unit, e.g., U.S.$2.00) in notional amount of GDP-linked Securities, and
 
  •  for every 1 currency unit (e.g., Ps.1.00) in original principal amount of Quasi-pars you receive, you will also receive 1.430615165 currency units (rounded downward to the nearest 1 currency unit, e.g., Ps.1.00) in notional amount of GDP-linked Securities.

      As described below under “Description of the New Securities,” these GDP-linked Securities do not represent a right to receive principal or interest payments. Rather, they represent the right to receive certain payments that are contingent upon and determined on the basis of the performance of Argentina’s gross domestic product. Accordingly, the notional amount of the GDP-linked securities does not represent a principal amount, but rather a theoretical number necessary to allocate payments under the GDP-linked Securities among the various holders of these securities.

      The GDP-linked Securities will be originally issued as a single unit with the underlying Par, Discount or Quasi-par that you receive. During the period of 180 days following the first day of the Settlement Date, each GDP-linked Security will remain attached to and trade as a single unit with the underlying Par, Discount or Quasi-par. Upon expiration of this 180-day period, the GDP-linked Securities and the underlying Pars, Discounts or Quasi-pars will automatically detach and will no longer constitute a single unit. Thereafter, the GDP-linked Securities will trade independently from the underlying Pars, Discounts or Quasi-pars.

      The exchange ratios set forth above assume an exchange of Eligible Securities for New Securities denominated in the same currency. These exchange ratios have been adjusted for purposes of exchanging Eligible Securities for New Securities denominated in a different currency using exchange rates in effect on December 31, 2003.

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      The following chart summarizes the New Securities you could receive in exchange for your Eligible Securities (other than Par Brady Bonds and Discount Brady Bonds) pursuant to the Offer:

                         

 If Your Eligible Security Has: You may receive:

 Currency Governing Law Currency Governing Law New Security Exchange Ratio* 

U.S. Dollars
  New York           Pars     1.000  
               
    English   U.S. Dollars   New York   Discounts     0.337  
       
                Pars     2.918  
               
                Discounts     0.983  
               
        Pesos   Argentine   Quasi-pars     2.040  

U.S. Dollars
  Argentine           Pars     1.000  
               
        U.S. Dollars   Argentine   Discounts     0.337  
       
                Pars     2.918  
               
                Discounts     0.983  
               
        Pesos   Argentine   Quasi-pars     2.040  

Euro (or any
  English           Pars     1.000  
               
predecessor
  German   Euro   English   Discounts     0.337  
       
currency
  Italian           Pars     3.672  
               
to the Euro)
  Spanish           Discounts     1.238  
               
    New York   Pesos   Argentine   Quasi-pars     2.567  

Pounds Sterling
  English           Pars     1.419  
               
        Euro   English   Discounts     0.478  
       
                Pars     5.211  
               
                Discounts     1.756  
               
        Pesos   Argentine   Quasi-pars     3.642  

Swiss Francs
  Swiss           Pars     0.640  
               
        Euro   English   Discounts     0.216  
       
                Pars     2.351  
               
                Discounts     0.792  
               
        Pesos   Argentine   Quasi-pars     1.643  

Yen
  English           Pars     0.740  
               
        Euro   English   Discounts     0.249  
       
                Pars     2.717  
               
                Discounts     0.916  
               
        Pesos   Argentine   Quasi-pars     1.899  

Yen**
  Japanese           Pars     2.717  
               
                Discounts     0.916  
               
        Pesos   Argentine   Quasi-pars     1.899  

Pesos
  Argentine           Pars     1.000  
               
    English           Discounts     0.337  
               
    New York   Pesos   Argentine   Quasi-pars     0.699  

 *  Calculated using exchange rates on December 31, 2003. In the case of yen-denominated Eligible Securities, the exchange ratio is applied per ¥100.
 
**  While holders of yen-denominated Eligible Securities governed by Japanese law will not be able to receive yen-denominated securities governed by Japanese law pursuant to the Offer, they will be able to do so pursuant to the offer in Japan, if conducted by Argentina. Argentina, however, will only launch an offer in Japan after having received all necessary regulatory approvals from Japanese authorities. (See “Global Offering — Offer in Japan”).

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     If upon tendering your Eligible Securities you fail to or incorrectly designate the type of New Securities you wish to receive (Pars, Discount or Quasi-pars), you will be deemed to have elected to receive Discounts.

      Solely for purposes of the Offer, Argentina will treat Eligible Securities originally denominated in a currency other than pesos and governed by Argentine law as if they were denominated in the currency in which they were originally issued.

Consideration to be Received Pursuant to Tenders of Par Brady Bonds and Discount Brady Bonds

      Argentina’s obligation to pay the principal amount of the Par Brady Bonds and Discount Brady Bonds upon their maturity is secured, in the case of U.S. dollar-denominated bonds, by zero-coupon U.S. Treasury bonds, and in the case of euro-denominated bonds (which were originally denominated in deutsche marks), by zero-coupon bonds issued by Kreditanstalt für Wiederaufbau, or KfW (Germany’s development bank). These U.S. Treasury bonds and KfW bonds are in each case a special issue of bonds by each of these institutions that cannot be sold to third parties and may only be redeemed by the issuing institutions. We refer to these U.S. Treasury bonds and KfW bonds as the “Brady Collateral.”

      Upon cancellation of any Par Brady Bonds and Discount Brady Bonds tendered and accepted pursuant to the Offer, the Federal Reserve Bank of New York, as collateral agent, will release the portion of the Brady Collateral corresponding to any such Par Brady Bonds and Discount Brady Bonds in accordance with the documentation governing these bonds. Upon this release, the securities constituting the released Brady Collateral will be redeemed by the U.S. Treasury or KfW, as the case may be.

      In the case of the U.S. Treasury bonds, the redemption price will be determined by the U.S. Treasury in accordance with the following formula, as previously agreed with Argentina:

     
P   =  
  F

(1 + ri/2s)(1 + i/2)n
             
where:
  P   =   price in U.S. dollars;
    F   =   face value in U.S .dollars of the U.S. Treasury bonds being redeemed;
    i   =   the discount rate as set forth below;
    n   =   number of full semiannual periods from the redemption date to maturity;
    r   =   days from the redemption date to September 30, 2005; and
    s   =   days in the current semiannual period

The discount rate (i) in the above formula will be 5.7 basis points (or 0.057%) plus the average of the prevailing market bid yields, as of the close of business on the three business days immediately prior to the redemption date, on the U.S. Treasury’s principal STRIPS maturing on August 15, 2022 and November 15, 2022. The principal STRIPS are U.S. Treasury securities representing the principal component of U.S. Treasury bonds. This principal component has been stripped into a separate security from the original security under the U.S. Treasury’s Separate Trading of Interest and Principal Program. The “prevailing market bid yield” refers to the percentage return on these securities calculated on the basis of representative closing bid quotations (i.e., the price that a potential purchaser is willing to pay for these securities as of the close of business on the relevant day) obtained by the U.S. Treasury from market sources. The redemption date will be the Settlement Date. All determinations by the U.S. Treasury of the redemption price will be final.

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      In the case of the KfW bonds, the redemption price will be determined by KfW in accordance with the following formula, as previously agreed with Argentina:

     
P =
  F

(1 + (+ 0.015%))n
             
where:
  P   =   price in euro;
    F   =   face value in euro of the KfW bonds being redeemed;
    n   =   number of years from the redemption date to maturity of the KfW bonds on March 31, 2023 (assuming a 360-day year with 12 calendar months of 30 days each); and
    i   =   the mid spot rate presented on Reuters screen “0#EURZ=R,” corresponding to the number of years from the redemption date to maturity of the KfW bonds, calculated as follows:
             
i =
  i 15  +  (i 20  i 15 )(n 20  n 15 )

× (n 15 )
             
where:
  i 20   =   the 20 year mid swap market spot rate as it appears in the Reuters screen “EUR20YZ=R” as of 11:00 a.m., Frankfurt time, on the third business day immediately prior to the Settlement Date;
    i 15   =   the 15 year mid swap market spot rate as it appears in the Reuters screen “EUR15YZ=R” as of 11:00 a.m., Frankfurt time, on the third business day immediately prior to the Settlement Date;
    n 20   =   20 years; and
    n 15   =   15 years.

If the Reuters screens referred to above are not available at the time and date specified above, KfW will determine the 15-year and 20-year mid swap market spot rates from other market sources. All determinations made by KfW of the redemption price will be final. The redemption date will be the Settlement Date.

      As described in the accompanying prospectus under “Public Sector Debt — Debt Management — Secured or Guaranteed Debt — Brady Bonds,” since July 2002 the fiscal agent of the Par Brady Bonds and Discount Brady Bonds has made interest payments on these bonds as they became due, by liquidating and drawing upon the collateral set aside to secure these interest payments. As of October 30, 2004, the remaining collateral for interest payments on U.S. dollar-denominated Discount Brady Bonds was valued at approximately U.S.$14.7 million and no collateral remained for interest payments on any Par Brady Bonds and euro-denominated Discount Brady Bonds. Argentina expects the fiscal agent of the U.S. dollar-denominated Discount Brady Bonds to apply approximately U.S.$10.1 million of the remaining collateral towards the payment of the interest that was due from Argentina under these bonds on November 30, 2004. Holders of U.S. dollar-denominated Discount Brady Bonds will be able to exercise their rights to this collateral through the vote of holders representing at least 25% of the outstanding aggregate principal amount of such bonds. Following this vote, a record date will be established for purposes of determining the holders that are entitled to receive the proceeds of this collateral (we refer to this record date as the “collateral record date”). Any interest collateral remaining after this distribution (approximately U.S.$4.6 million) will be applied towards future interest payments on any outstanding U.S. dollar-denominated Discount Brady Bonds.

      For purposes of the Offer, your Par Brady Bonds and Discount Brady Bonds will be assigned a “Brady Residual Amount” equal to (i) their outstanding principal amount at December 31, 2001, minus (ii) their Cash Value (as defined below) and minus (iii) interest accrued after December 31, 2001, on which holders of these bonds have received payment, or are entitled to receive payment, by exercising their rights against the collateral securing such interest payments (as described above). For purposes of the preceding clause (iii), the holders entitled to receive the proceeds from any interest collateral will be those that hold U.S. dollar-denominated Discount Brady Bonds as of the collateral record date in respect of the interest payment that was due on these bonds on November 30, 2004. If the Settlement Date occurs prior to such record date, holder of

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U.S. dollar-denominated Discount Brady Bonds that participates in the Offer will not be entitled to receive any proceeds from the liquidation of such collateral, but no amount in respect of such collateral will be deducted from such holder’s Brady Residual Amount. If, on the other hand, the Settlement Date occurs after such record date, any such tendering holder will be entitled to receive the proceeds from the collateral, but such amount will be deducted from such holder’s Brady Residual Amount.

      In exchange for tendering their Par Brady Bonds and Discount Brady Bonds pursuant to the Offer, each holder of these bonds will receive the following consideration:

  •  the cash proceeds corresponding to their tendered Par Brady Bonds and Discount Brady Bonds resulting from the release of the Brady Collateral and redemption by the U.S. Treasury or KfW, as the case may be, of the securities constituting that collateral (we refer to these proceeds as the “Cash Value”); and
 
  •  Discounts in an original principal amount equal to 33.7% of the Brady Residual Amount corresponding to their tendered Par Brady Bonds and Discount Brady Bonds, plus GDP-linked Securities in a notional amount equal to the corresponding Brady Residual Amount. As with other Eligible Securities, the currency of the Par Brady Bonds and Discount Brady Bonds you tender determines the currency you may select for any Discounts you receive. See “— Currency Denomination of the New Securities — Pars and Discounts.” The exchange ratio set forth above assumes an exchange of Par Brady Bonds and Discount Brady Bonds for Discounts denominated in the same currency. This exchange ratio has been adjusted for purposes of exchanging Par Brady Bonds or Discount Brady Bonds for Discounts denominated in a different currency, using exchange rates in effect on December 31, 2003, as follows:

  –  For Par Brady Bonds and Discount Brady Bonds denominated in U.S. dollars which are exchanged for peso-denominated Discounts, the exchange ratio will be 0.983.
 
  –  For Par Brady Bonds and Discount Brady Bonds denominated in euro (or a predecessor currency to the euro) which are exchanged for peso-denominated Discounts, the exchange ratio will be 1.238.

      The Par Brady Bonds and Discount Brady Bonds tendered pursuant to the Offer will be cancelled on the Settlement Date. Upon cancellation, on or immediately following the Settlement Date, the Brady Collateral will be redeemed. Holders tendering Par Brady Bonds and Discount Brady Bonds will receive the Cash Value as soon as practicable after the Brady Collateral is redeemed, which may be after the Settlement Date.

      Argentina will be under no obligation to fund the Cash Value payable to tendering holders of Par Brady Bonds and Discount Brady Bonds other than through the redemption of the of the Brady Collateral to which such holders are entitled, as provided above.

Interest on New Securities Other Than GDP-linked Securities

      Any New Securities you receive in exchange for your Eligible Securities, other than GDP-linked Securities, will begin to accrue interest from and including December 31, 2003.

      Interest payment dates for Pars are March 31 and September 30 of each year, and December 31, 2038. Interest accrued on Pars from and including December 31, 2003, to but excluding March 31, 2005, will be paid in cash on the Settlement Date.

      Interest payment dates for Discounts are June 30 and December 31 of each year. For Discounts, interest that would have been payable in cash on June 30, 2004, and December 31, 2004, will be paid in cash on the Settlement Date. The portion of interest that would have been capitalized on June 30, 2004, and December 31, 2004, will be capitalized as of such dates. The principal amount of Discounts you receive upon settlement of the Offer will equal the original principal amount to which you are entitled (as provided above under “— Consideration to be Received Other than by Holders of Par Brady Bonds and Discount Brady Bonds,” and “Consideration to be Received Pursuant to Tenders of Par Brady Bonds and Discount Brady Bonds”) plus such capitalized interest.

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      Interest payment dates for Quasi-pars are June 30 and December 31 of each year. Interest accrued on Quasi-pars that would have been capitalized on June 30, 2004, and December 31, 2004, will be capitalized as of such dates. The principal amount of Quasi-pars you receive upon settlement of the Offer will equal the original principal amount to which you are entitled (as provided above under “— Consideration to be Received Other than by Holders of Par Brady Bonds and Discount Brady Bonds”) plus such capitalized interest.

      Argentina’s annual budget for 2005 includes allocations for interest accrued on the New Securities and payable in cash on the Settlement Date.

Limitation on Issuance and Allocation of New Securities

 
Limits on and Allocation of Pars

      Argentina may issue Pars only up to a maximum aggregate principal amount of:

  •  U.S.$10.0 billion or the equivalent in other currencies, if the aggregate Eligible Amount of Eligible Securities tendered and accepted pursuant to the Offer and, if concurrent with the Offer, the offer in Japan, is less than or equal to 70% (U.S.$57.3 billion equivalent) of the aggregate Eligible Amount of all outstanding Eligible Securities, or
 
  •  U.S.$15.0 billion or the equivalent in other currencies, if the aggregate Eligible Amount of Eligible Securities tendered and accepted pursuant to the Offer and, if concurrent with the Offer, the offer in Japan, is greater than 70% (U.S.$57.3 billion equivalent) of the aggregate Eligible Amount of all outstanding Eligible Securities.

For purposes of determining these amounts, any Pars issued in currencies other than U.S. dollars will be converted into U.S. dollars based on exchange rates in effect on December 31, 2003.

      Argentina has divided the Submission Period into two periods for purposes of allocation of Pars:

  •  an early tender period, comprising the first three weeks of the Submission Period and ending at the Early-tender Deadline, unless extended; and
 
  •  a late tender period, commencing immediately after the Early-tender Deadline and ending on the Expiration Date.

      For purposes of implementing the allocation process, if you tender an Eligible Security in an outstanding principal amount in excess of U.S.$50,000, £30,000, ¥5,000,000, Ps.150,000, 40,000 or Sfr.60,000, as the case may be (each a “U.S.$50,000 equivalent”), the principal amount of your tendered Eligible Security will be split into the following two components:

  •  one will comprise the outstanding principal amount of your tendered Eligible Security up to and including U.S.$50,000 equivalent,
 
  •  the other component will comprise the outstanding principal amount of your tendered Eligible Security in excess of U.S.$50,000 equivalent.

      Argentina will allocate the maximum aggregate principal amount of Pars among tendering holders that elect to receive Pars in the following order of priority:

  •  First, among early tenders up to and including U.S.$50,000 equivalent. Holders who tender an Eligible Security during the early tender period (whom we refer to as “early-tender holders”) will be entitled to receive Pars in exchange for the outstanding principal amount of their tendered Eligible Security up to and including U.S.$50,000 equivalent. If such allocation exceeds the maximum aggregate principal amount of Pars, Argentina will allocate this maximum amount among early-tender holders on a pro rata basis (as described below under “— Pro Rata Allocation”).
 
  •  Second, among late tenders up to and including U.S.$50,000 equivalent. If, after the first allocation, Argentina has not allocated in full the maximum aggregate principal amount of Pars, holders who tender an Eligible Security during the late-tender period (who we refer to as “late-tender holders”) will be entitled to receive Pars in exchange for the outstanding principal amount of their tendered

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  Eligible Security up to and including U.S.$50,000 equivalent. If such allocation exceeds the remainder of Pars available after the first allocation, Argentina will allocate this remainder among late-tender holders on a pro rata basis (as described below under “— Pro Rata Allocation”).
 
  •  Third, among early tenders in excess of U.S.$50,000 equivalent. If, after the first and second allocation, Argentina has not allocated in full the maximum aggregate principal amount of Pars, early-tender holders will be entitled to receive Pars in exchange for the outstanding principal amount of their tendered Eligible Security in excess of U.S.$50,000 equivalent. If such allocation exceeds the remainder of Pars available after the first and second allocations, Argentina will allocate this remainder among early-tender holders on a pro rata basis (as described below under “— Pro Rata Allocation”).
 
  •  Fourth, among late tenders in excess of U.S.$50,000 equivalent. If, after the first, second and third allocation, Argentina has not allocated in full the maximum aggregate principal amount of Pars, late-tender holders will be entitled to receive Pars in exchange for the outstanding principal amount of their tendered Eligible Security in excess of U.S.$50,000 equivalent. If such allocation exceeds the remainder of Pars available after the first, second and third allocations, Argentina will allocate this remainder among late-tender holders on a pro rata basis (as described below under “— Pro Rata Allocation”).

      If the demand for Pars exceeds the principal amount of Pars available for exchange, tendering holders that elect to receive Pars will receive Discounts, in the same currency as they requested for Pars, for any portion of the Eligible Amount of Eligible Securities they tender for which Pars are not allocated.

      As described above, for purposes of the allocation of Pars the applicable U.S.$50,000 equivalent threshold is measured in relation to the outstanding principal amount of the Eligible Security you tender. However, in order to determine the principal amount of New Securities you are entitled to receive pursuant to the Offer, this principal amount corresponds to an Eligible Amount calculated as provided under “Terms of the Offer — Eligible Amount.”

      The allocation of Pars among tendering holders will encompass all tenders for Pars submitted in the Offer and, if concurrent with the Offer, the offer in Japan. All determinations made by Argentina in the allocation of the Pars as provided above will be binding and final.

      Holders who tender Par Brady Bonds and Discount Brady Bonds are not eligible to receive Pars, and thus such holders may not benefit from the allocation procedures described above.

 
Limits on and Allocation of Quasi-pars

      Argentina will issue Quasi-pars only up to a maximum aggregate original principal amount of Ps. 24.3 billion.

      Quasi-pars will be allocated among tendering holders on a daily first-come first-served basis. Accordingly, all holders who tender on the same day will be accorded equal priority, but will have precedence in the allocation of Quasi-pars over any holders that tender on subsequent days. If, on any given day, the demand for Quasi-pars exceeds the principal amount of Quasi-pars then available for exchange (after deducting the principal amount of Quasi-pars allocated in prior days from the maximum aggregate principal amount of Quasi-pars), the available Quasi-pars will be allocated on a pro rata basis among all holders who tender their Eligible Securities on that day. For purposes of the allocation of Quasi-pars, the daily cutoff time will be 4:15 P.M. (New York City time).

      If the demand for Quasi-pars exceeds the principal amount of Quasi-pars available for exchange, tendering holders that elect to receive Quasi-pars will receive Discounts denominated in pesos for any portion of the Eligible Amount of Eligible Securities they tender for which Quasi-pars are not allocated.

      The allocation of Quasi-pars among tendering holders will encompass all tenders for Quasi-pars submitted in the Offer and, if concurrent with the Offer, the offer in Japan. All determinations made by Argentina in the allocation of the Quasi-pars as provided above will be binding and final.

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      Holders who tender Par Brady Bonds and Discount Brady Bonds are not eligible to receive Quasi-pars, and thus such holders may not benefit from the allocation procedures described above.

 
No Limits on Discounts

      There is no limit on the allocation of Discounts within the Offer. If you elect to receive any Pars or Quasi-pars and the amount you would receive would (in the absence of any limitation on the issuance of Pars or Quasi-pars) exceed the maximum amount of Pars and Quasi-pars that you are permitted to receive in the Offer (as provided above), the Eligible Securities that cannot be exchanged for Pars or Quasi-pars as a result of that limitation will instead be exchanged for Discounts denominated in the same currency you selected for the Pars or Quasi-pars.

 
Allocation of GDP-linked Securities

      Each holder who tenders Eligible Securities other than Par Brady Bonds and Discount Brady Bonds, and whose tender is accepted by Argentina, will receive GDP-linked Securities in a notional amount equal to the Eligible Amount of Eligible Securities each such holder tenders pursuant to the Offer. See “— Consideration to be Received Other than by Holders of Par Brady Bonds and Discount Brady Bonds.”

      Each holder who tenders Par Brady Bonds and Discount Brady Bonds, and whose tender is accepted by Argentina, will receive GDP-linked Securities in a notional amount equal to the Brady Residual Amount of Par Brady Bonds and Discount Brady Bonds each such holder tenders pursuant to the Offer. See “— Consideration to be Received Pursuant to Tenders of Par Brady Bonds and Discount Brady Bonds.”

 
Pro Rata Allocation

      As used in this prospectus supplement, a “pro rata” allocation of any relevant New Securities would entitle each tendering holder that elects to receive such New Securities, and whose tender is accepted by Argentina, to receive such New Securities in a principal amount equal to the Eligible Amount tendered by such holder and accepted by Argentina for purposes of that particular allocation multiplied by a ratio equal to (i) the aggregate principal amount of New Securities to be allocated, divided by (ii) the total Eligible Amount tendered by all holders and accepted by Argentina for purposes of that particular allocation.

Currency Denomination of the New Securities

 
Pars and Discounts

      The currency of the Eligible Securities you tender determines the currency you may select for any Pars or Discounts you elect to receive, as follows:

  •  Eligible Securities denominated in U.S. dollars or euro (or any Eligible Securities originally denominated in a predecessor currency to the euro, which currencies, for this purpose, are deemed to have been originally denominated in euro). You may elect to receive Pars or Discounts in the same currency as your tendered Eligible Securities or in pesos.
 
  •  Eligible Securities denominated in pounds sterling or Swiss francs. You may elect to receive Pars or Discounts denominated in euro or pesos.
 
  •  Eligible Securities denominated in yen. You may elect to receive Pars or Discounts in euro or pesos, except that if your yen-denominated Eligible Securities are governed by Japanese law, you may only receive Pars or Discounts denominated in pesos.
 
  •  Eligible Securities denominated in pesos. You may elect to receive Pars or Discounts in pesos.

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      If you fail to or incorrectly designate the currency in which you want your Pars or Discounts to be denominated, you will be deemed to have elected to receive your Pars or Discounts in the same currency as your tendered Eligible Securities, except that:

  •  if your tendered Eligible Securities were originally denominated in pounds sterling, Swiss francs, Japanese yen (except for Eligible Securities governed by Japanese law) or any predecessor currency to the euro, you will be deemed to have elected to receive your Pars or Discounts in euro, or
 
  •  if your Eligible Securities were originally denominated in Japanese yen and governed by Japanese law, you will be deemed to have elected to receive your Pars or Discounts in pesos.

      While holders of yen-denominated Eligible Securities governed by Japanese law will not be able to receive yen-denominated New Securities governed by Japanese law pursuant to the Offer, they will be able to do so pursuant to the offer in Japan, if conducted by Argentina. Argentina, however, will only launch an offer in Japan after having received all necessary regulatory approvals from Japanese authorities. (See “Global Offering — Offer in Japan”).

      Solely for purposes of the Offer, Argentina will treat Eligible Securities originally denominated in a currency other than pesos and governed by Argentine law as if they were denominated in the currency in which they were originally issued.

 
Quasi-pars

      The Quasi-pars will be denominated in pesos only.

 
GDP-linked Securities

      The GDP-linked Securities will be denominated in the same currency as the currency of the Pars, Discounts or Quasi-pars to which they are initially attached. However, underlying calculations to determine the amount of payments under the GDP-linked Securities will be performed in pesos and the resulting amounts will be converted into the payment currency as described below under “Description of the New Securities — General Terms of the GDP-linked Securities.”

Minimum Tender Determination

      You must tender your Eligible Securities in the minimum denomination and the integral multiples in excess of such minimum denomination that are set forth in the terms of such Eligible Securities.

      You will not, however, be permitted to exchange Eligible Securities for Quasi-pars unless the outstanding principal amount of the Eligible Securities you tender for Quasi-pars is at least U.S.$350,000, £200,000, ¥37,600,000, Ps.1,025,000, 280,000 or Sfr.435,000, as the case may be.

Expiration of Offer, Termination, Amendments

      The Offer will expire at 4:15 P.M. (New York City time), February 25, 2005, unless Argentina in its sole discretion extends it or terminates it earlier, in accordance with the terms described in this prospectus supplement.

      At any time before Argentina announces on the Announcement Date the acceptance of any tenders (in the manner specified below under “— Acceptance of Tenders”), Argentina may, in its sole discretion and to the extent permitted by the applicable laws, rules and regulations of each jurisdiction in which the Offer is being made:

  •  terminate the Offer, including with respect to tenders submitted prior to the time of the termination,
 
  •  extend the Offer past the originally scheduled Expiration Date,
 
  •  withdraw the Offer from any one or more jurisdictions, or
 
  •  amend the Offer, including amendments in any one or more jurisdictions.

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      Subject to applicable law, Argentina will announce any such termination, extension, withdrawal or amendment of the Offer as described below under “— Announcements.” In addition, subject to applicable law, Argentina will inform the Luxembourg Stock Exchange and the CSSF of any amendments to the Offer and will publish notices in a newspaper with general circulation in Luxembourg (which Argentina expects to be the Luxemburger Wort or the Tageblatt) announcing such amendments.

Irrevocability; Limited Withdrawal Rights

      Tenders will be irrevocable and may not be withdrawn unless Argentina:

  •  extends the Submission Period of the Offer for more than 30 calendar days;
 
  •  amends any of the financial terms of the New Securities (such as the maturity, principal amount or interest rate) or any of the following terms of the Offer:

  –  exchange ratios,
 
  –  method or extent of limitation on issuance of New Securities,
 
  –  method of allocation of New Securities, including timing of expiration of the early-tender period for allocation of Pars (except if Argentina extends the early-tender period due to a postponement in the launch of the Offer in any jurisdiction or in the launch of the offer in Japan, if applicable, in either case resulting from a delay in procuring any necessary regulatory approvals), or
 
  –  calculation of Eligible Amount; or

  •  files or otherwise makes public an amendment, modification or supplement to this prospectus supplement (or to a comparable offering document used in any jurisdiction where the Offer is being made) that contains a change in the information contained in this prospectus supplement (or to a comparable offering document used in any jurisdiction where the Offer is being made) that Argentina, in its sole discretion, determines is material to the tendering holders of Eligible Securities, except for any amendment, modification or supplement made solely for the purpose of announcing the results of the Offer (including the allocation of the New Securities or whether the limits on the issuance of Pars or Quasi-pars have been reached).

      In any of these cases, you will have the right to withdraw your tender for a period of 15 calendar days from the date Argentina first publicly announces (by means of a press release through the news services, as defined in “— Terms of the Offer — Announcements”) the granting of withdrawal rights.

      To effectively withdraw your tender, subject to the limitations described above, you must follow the procedures set forth below under “— Procedures for Withdrawal of Tenders.”

Acceptance of Tenders

      Argentina has not conditioned its acceptance of tenders or the consummation of the Offer on any minimum level of participation by holders of Eligible Securities. Argentina reserves the right not to accept tenders in its sole discretion.

      If Argentina elects to accept tenders of Eligible Securities submitted pursuant to the Offer, it will, at or around 5:00 P.M. (New York City time) on the Announcement Date, announce on the Offer Website, by press release issued to Bloomberg News and the Reuters News Service, which we refer to as the “news services,” by publication in a newspaper with general circulation in Luxembourg (which is expected to be the Luxemburger Wort or the Tageblatt) and through publication in the form and manner required in certain jurisdictions outside the United States:

  •  the aggregate principal amount of Eligible Securities duly tendered and accepted by Argentina for exchange,

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  •  the aggregate principal amount of New Securities of each series to be issued in the Offer, and
 
  •  information concerning the allocation of Pars and Quasi-pars.

      You may obtain such information by contacting the information agent. In addition, Argentina will notify the Luxembourg Stock Exchange, the Buenos Aires Stock Exchange and the Mercado Abierto Electrónico of the results of the Offer, and, subject to applicable law, will publish the results of the Offer as described below under “— Announcements.” Argentina may also publish information concerning tenders in certain non-U.S. jurisdictions (as described under “Global Offering” above) prior to the Announcement Date, in the manner and to the extent required in those jurisdictions.

      The Announcement Date may be postponed by Argentina for any reason, including if the Submission Period is extended. Once Argentina has announced the acceptance of tenders on the Announcement Date as provided above, Argentina’s acceptance will be irrevocable. Tenders, as so accepted, shall constitute binding obligations of the submitting holders and Argentina to settle the exchange, in the manner described under “— Settlement” below.

      If Argentina terminates the Offer without accepting any tenders, or does not accept your tender, it will return the Eligible Securities not accepted to the tendering holders as provided below under “— Procedures Upon Rejection of Tenders and Termination of Offer.”

Tender Procedures

      If you wish to participate in the Offer, you must submit, or arrange to have submitted on your behalf, to a principal clearing system (as defined below) by 4:15 P.M. (New York City time) on the Expiration Date, a duly completed electronic acceptance notice. Your electronic acceptance notice must:

  •  clearly state the type (Pars, Discounts or Quasi-pars) and, where applicable, currency of New Securities you wish to receive in exchange for the Eligible Securities you tender (except in the case of Par Brady Bonds and Discount Brady Bonds, in which electronic acceptance notices Discounts will be deemed to have been elected), and
 
  •  clearly designate an account at DTC, Euroclear, Clearstream, Luxembourg or Caja de Valores, as applicable, where your New Securities and any cash payment you are entitled to receive can be credited upon settlement of the Offer Date (see “— You Must Hold an Account, Either Directly or Indirectly, at DTC, Euroclear, Clearstream, Luxembourg or Caja de Valores, to Receive New Securities Upon Settlement of the Offer” below for further information).

      If you fail to or incorrectly designate the type and currency of the New Securities you wish to receive, you will be deemed to have elected to receive Discounts in the same currency as your tendered Eligible Securities, except as provided above under “Currency Denomination of the New Securities.”

      Eligible Securities tendered in the Offer will be “blocked” for transfers to third parties pending settlement.

      The exchange agent is the entity responsible for, among other things, receiving and processing tenders made by holders pursuant to the Offer through their respective clearing systems and, at the settlement of the Offer, delivering the New Securities to the tendering holders. The procedures you must follow to effectively tender Eligible Securities depend upon the manner in which you hold your Eligible Securities. We summarize these procedures below. Summary diagrams of the chain-of-tender procedures are also included in Annexes D-1 and D-2 to this prospectus supplement.

      If you have any questions regarding the process by which you can tender Eligible Securities, you may contact the information agent at the phone number listed on the back cover of this prospectus supplement.

 
If You Hold Eligible Securities in Electronic or Book-Entry Form

      We set forth below a description of the procedures generally applicable for tenders of Eligible Securities held in electronic or book-entry form, followed by a brief summary of specific tender procedures applicable to

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certain clearing systems. In any event, it is your responsibility to inform yourself of, and arrange for timely tender of your Eligible Securities in accordance with, the procedures applicable to the clearing system through which you tender your Eligible Securities.
 
General Procedures

      Beneficial ownership of Eligible Securities held in electronic or book-entry form generally represents an interest in a global security that is registered in the name of a clearing system or such clearing system’s nominee. These beneficial interests may be held directly if you have an account with the relevant clearing system, or indirectly through institutions, such as securities brokers and dealers, that have an account with the relevant clearing system. We refer to institutions that have an account with the relevant clearing system as “direct participants” in such system. Only these direct participants may submit electronic acceptance notices to the relevant clearing system. If you are not a direct participant, you (or your broker, dealer, bank, trust company, trustee or other custodian on your behalf) must arrange for the direct participant through which you hold your Eligible Securities to submit an electronic acceptance notice on your behalf to the relevant clearing system.

      Argentina has made special arrangements with certain clearing systems that will allow these clearing systems to submit electronic acceptance notices on behalf of tendering holders directly to the exchange agent. These clearing systems will be able to perform this function even with respect to the Eligible Securities that are not registered in their name (or in the name of their depositary nominee). We refer to these clearing systems as the “principal clearing systems.” They include: DTC, Caja de Valores, Clearstream AG, Clearstream, Luxembourg, Euroclear, Monte Titoli S.p.A. and SIS AG. For more information you may contact the information agent. Argentina has designated each of these clearing systems as a principal clearing system for purposes of the Offer, either because Eligible Securities are registered in the name of such clearing system (or a nominee of its depositary) or Argentina expects a substantial number of tenders to be submitted through such clearing system.

      For your tender to be effective, a direct participant in a principal clearing system through which you tender your Eligible Securities must submit an electronic acceptance notice on your behalf to the relevant principal clearing system prior to 4:15 P.M. (New York City time) on the Expiration Date. The principal clearing systems will not submit to the exchange agent any electronic acceptance notice they receive after this time.

      Upon receipt of your electronic acceptance notice, the principal clearing system will submit your electronic acceptance notice to the exchange agent. The receipt of your electronic acceptance notice by a principal clearing system will result in the blocking of your tendered Eligible Securities in such clearing system. This will prevent you from being able to transfer your tendered Eligible Securities to third parties.

      The exchange agent will establish an account at each of the principal clearing systems for purposes of receiving tenders of Eligible Securities pursuant to the Offer. The receipt of your electronic acceptance notice by the principal clearing system will constitute instructions to make a book-entry transfer of your tendered Eligible Securities into the exchange agent’s account at such clearing system. Your tendered Eligible Securities will be held in the exchange agent’s account pending settlement of the exchange on the Settlement Date. Upon performing the book-entry transfer of your tendered Eligible Securities into the exchange agent’s account, the principal clearing system will deliver to the exchange agent a confirmation of such book-entry transfer.

      None of Argentina, any international joint dealer manager, the information agent, the exchange agent or the Luxembourg exchange agent will be responsible for ensuring that any electronic acceptance notice is submitted to or accepted by a principal clearing system or for ensuring that the book-entry transfer into the exchange agent’s account at the relevant clearing system is effected. If your tendered Eligible Securities are not transferred into the exchange agent’s account at the relevant principal clearing system prior to three business days after the Expiration Date, your tender will be deemed invalid.

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      By submitting a valid electronic acceptance notice to a principal clearing system, tendering holders, and the relevant direct participant on their behalf, shall be deemed to have made the representations and warranties set forth below under “— Representations, Warranties and Undertakings relating to Tenders of Eligible Securities” to Argentina, the international joint dealer managers, the information agent, the exchange agent and the Luxembourg exchange agent.

 
Special Instructions for Tenders Through DTC

      If your Eligible Securities are held or registered in the name of a nominee of DTC, and you do not hold your beneficial interest in these securities through any other principal clearing system, you may submit your tender directly through DTC using DTC’s Automated Tender Offer Program (“ATOP”) system. To effectively tender any such Eligible Securities, you must:

  •  instruct DTC (if you are a direct participant in DTC), or arrange to have a direct participant in DTC instruct DTC on your behalf, to make a book-entry transfer of the Eligible Securities you tender into the exchange agent’s account at DTC, in accordance with DTC procedures for such transfers, and
 
  •  electronically transmit to DTC (if you are a direct participant in DTC), or arrange to have a direct participant in DTC electronically transmit to DTC on your behalf, your duly completed electronic acceptance notice through the ATOP system.

      Upon completion of these steps, Argentina expects DTC to transfer the Eligible Securities you tender into the exchange agent’s account at DTC, to deliver to the exchange agent a confirmation of such book-entry transfer and, upon verifying your acceptance, to send an “agent’s message” to the exchange agent for its acceptance of your tender. An “agent’s message” is a message transmitted by DTC to, and received by, the exchange agent as part of DTC’s confirmation of the book-entry transfer of your Eligible Securities to the exchange agent’s account at DTC. The “agent’s message” will state that:

  •  DTC has received an express acknowledgment from a DTC participant tendering Eligible Securities on behalf of the holder of such Eligible Securities,
 
  •  such DTC participant has received and agrees to be bound by the terms and conditions of the Offer as set forth in this prospectus supplement and the accompanying prospectus, including the representations and warranties set forth under “— Representations, Warranties and Undertakings relating to Tenders of Eligible Securities,” and
 
  •  Argentina may enforce such agreement against the DTC participant.

      For your tender through DTC to be effective, the exchange agent must receive (i) an agent’s message as described above no later than three business days after the Expiration Date, and (ii) a confirmation of the book-entry transfer of your Eligible Securities into the exchange agent’s account at DTC no later than three business days after the Expiration Date.

 
Additional Information for Tenders Through Euroclear or Clearstream, Luxembourg

      If you hold Eligible Securities through Euroclear or Clearstream, Luxembourg you may submit (if you are a direct participant), or arrange to have a direct participant submit on your behalf, an electronic acceptance notice in accordance with the procedures established by Euroclear or Clearstream, Luxembourg, as applicable, to participate in this Offer. Participants should refer to the respective notifications of Euroclear and Clearstream, Luxembourg for detailed information regarding tender procedures.

 
Additional Information for Tenders Through Caja de Valores

      If you hold Eligible Securities through Caja de Valores, you may submit (if you are a direct participant), or arrange to have a direct participant submit on your behalf, an electronic acceptance notice in accordance with the procedures established by Caja de Valores to participate in this Offer. You may contact Caja de Valores for assistance in effecting your tender in accordance with the applicable procedures.

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Procedures for Submitting Tenders of Eligible Securities Held Through Any Other Clearing System

      If you hold Eligible Securities through any other clearing system, you must follow the procedures established and deadlines required by such clearing system in order for your tender to be received by a principal clearing system prior to 4:15 P.M. (New York City time) on the Expiration Date. You may contact the information agent for assistance in effecting your tender in accordance with the applicable procedures and deadlines for such other clearing systems.

 
If You Hold Eligible Securities Through a Custodian or Other Securities Intermediary

      If your Eligible Securities are held in the name of a custodian or other securities intermediary, such as a broker, dealer, bank, trust company or trustee, you must contact such custodian or other securities intermediary and instruct it to tender your Eligible Securities on your behalf. You should contact your custodian or other securities intermediary well in advance of the Expiration Date, since your custodian may have earlier deadlines by which it must receive your instructions in order to have adequate time to meet the deadlines of the clearing system through which your Eligible Securities are tendered.

      A form of paper acceptance notice that you may use to send your instructions to your custodian is included in Annex G to this prospectus supplement. This form may not be used to submit tenders directly to the exchange agent, which will only accept notices in electronic form. You should check with your custodian before using the paper acceptance notice included in Annex G to this prospectus supplement, since your custodian may require you to deliver your instructions in another manner.

 
If You Hold Eligible Securities in Physical Form

      Eligible Securities held in physical form may not be tendered pursuant to the Offer.

      If you hold Eligible Securities in physical form, you may only participate in the Offer by first exchanging your physical securities for an interest in the corresponding global security, which will be recorded in book-entry form. This can accomplished by taking the following steps:

  •  select a broker, dealer, bank, trust company, trustee or other custodian that has a direct or indirect account with the clearing system that acts as depositary for the global security corresponding to your physical certificate,
 
  •  surrender the physical certificates representing your Eligible Securities to the trustee or fiscal agent for those securities in accordance with the procedures set forth in the fiscal agency agreement, trust deed or equivalent document governing your Eligible Securities, and
 
  •  instruct the trustee or fiscal agent to exchange the ownership interest represented by your physical certificate for an interest in the corresponding global security, specifying the account at the relevant clearing system where your interest in the global security should be credited (you should obtain this account information from the custodian you selected).

      Upon receiving the physical certificates representing your Eligible Securities and your instructions as specified above, the trustee or fiscal agent will then take steps to increase the balance outstanding on the global security corresponding to your Eligible Securities and credit your ownership interest in that global security to the account at the relevant clearing system designated by you. Upon completing the steps set forth above, the principal amount and all other terms and conditions of your Eligible Securities will remain unchanged, except that your ownership of your Eligible Securities will no longer be represented by a separate physical certificate, but instead will be recorded through an electronic book entry at the relevant clearing system and held through your custodian.

      The process for converting physical securities into securities held in book-entry form as provided above may entail some delay. Accordingly, if you hold your Eligible Securities in physical form and wish to participate in the Offer, you should begin this process as soon as possible.

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      Once you hold your Eligible Securities in electronic form, you will be able to tender your Eligible Securities pursuant to the Offer in accordance with the procedures set forth in this prospectus supplement under “Terms of the Offer — Tender Procedures — If You Hold Eligible Securities in Electronic or Book-Entry Form.”

 
If You Hold Eligible Securities in Bearer Form

      Tenders of Eligible Securities held in bearer form will not be accepted in the United States.

 
Procedures for Luxembourg Holders

      The Luxembourg exchange agent will perform its duties with respect to tenders submitted in Luxembourg through its office located at the following address:

The Bank of New York (Luxembourg) S.A.

Aerogolf Center
1A Hoehenhof,
L-1736 Senningerberg,
Luxembourg

      If you are in Luxembourg, you may contact the information agent at the address and phone number listed above for assistance in completing any of the tender procedures described in this prospectus supplement.

 
Procedures for Holders of Certain Strippable Securities

      In order to effectively tender any of the following strippable Eligible Securities, holders of these securities must reconstitute the original strippable security (including each interest and principal payment) by submitting to Caja de Valores all interest and principal coupons corresponding to such strippable security:

  •  ISIN: ARARGE030122 — Bonex 92;
 
  •  ISIN: ARARGE044404 — Bonex 92, Mar 2002 interest coupon;
 
  •  ISIN: ARARGE033217 — Debt Consolidation Bonds, 5th Series (Pro 10);
 
  •  ISIN: ARARGE043836 — Debt Consolidation Bonds, 5th Series (Pro 10) interest coupon;
 
  •  ISIN: ARARGE033225 — Debt Consolidation Bonds, 5th Series (Pro 9); or
 
  •  ISIN: ARARGE043844 — Debt Consolidation Bonds, 5th Series (Pro 9) Jan 2002 payment coupon.

Tendering holders who wish to tender any of the strippable securities listed above pursuant to the Offer, but who are incapable of reconstituting the original strippable security, must tender to Caja de Valores the interest and principal coupons corresponding to such strippable security in their possession and an amount of cash equal to the aggregate face value of each interest and principal coupon that is not tendered. Upon receiving all interest and principal coupons of the strippable security and cash in lieu of any missing interest and principal coupons, Caja de Valores will liaise with the exchange agent to tender the reconstituted strippable securities on your behalf.

 
Procedures for Holders of Tax Credit Certificates

      If you hold a tax credit certificate (certificado de crédito fiscal, or “CCF”) issued by Argentina pursuant to Decree Nos. 1005/01 or 1226/01, or CCF Letes issued by Argentina pursuant to Decree No. 1005/01, and wish to tender the Eligible Securities corresponding to those certificates, you must first obtain such underlying Eligible Security by depositing the corresponding CCFs or CCF Letes with Caja de Valores in accordance with the procedures Caja de Valores has established for this purpose. You may then tender the underlying Eligible Securities in accordance with the terms of the Offer.

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Effectiveness of Tenders

      For your tender of Eligible Securities to be effective:

  (1)  your duly completed electronic acceptance notice must be received by the principal clearing system through which you tender your Eligible Securities no later than 4:15 P.M. (New York City time) on the Expiration Date;
 
  (2)  the principal clearing system through which you tender your Eligible Securities must deliver your duly completed electronic acceptance notice to the exchange agent no later than three business days after the Expiration Date; and
 
  (3)  your tendered Eligible Securities must be transferred into the exchange agent’s account at the principal clearing system through which you tender your Eligible Securities no later than three business days after the Expiration Date.

      You and the principal clearing system through which you tender your Eligible Securities are responsible for arranging the valid and timely delivery of the electronic acceptance notice to the exchange agent. None of Argentina, any international joint dealer manager, the information agent, the Luxembourg exchange agent or the exchange agent will be responsible for the submission of tenders by:

  •  holders (or brokers, dealers, banks, trust companies, trustees or other custodians on their behalf) to direct participants in a principal clearing system;
 
  •  direct participants (whether on their own behalf or on behalf of holders who are not direct participants) to the principal clearing systems; or
 
  •  the principal clearing systems to the exchange agent.

      Delivery of documents to a custodian, direct participant or clearing system (including the principal clearing systems) does not constitute delivery to the exchange agent or the Luxembourg exchange agent and is not sufficient for an effective tender. Argentina can offer no assurance that any custodian, direct participant or clearing system (including the principal clearing systems) will follow the procedures outlined above for purposes of effecting your tender of Eligible Securities, as these procedures are entirely within such parties’ discretion.

 
Representations, Warranties and Undertakings relating to Tenders of Eligible Securities

      By submitting a valid electronic acceptance notice or otherwise validly accepting the terms of the Offer, you, and (if applicable) the relevant direct participant on your behalf, shall be deemed to acknowledge, represent, warrant and undertake to Argentina, the information agent, the exchange agent, the Luxembourg exchange agent and the international joint dealer managers, on each of the dates such notice is submitted, the Expiration Date and the Settlement Date, that:

    1.  you have received and reviewed the prospectus supplement and the accompanying prospectus,
 
    2.  you accept the Offer in respect of the principal amount of Eligible Securities tendered in your electronic acceptance notice, subject to the terms and conditions of the Offer as set forth in the prospectus supplement,
 
    3.  subject to and effective upon exchange by Argentina of the Eligible Securities tendered in your electronic acceptance notice, you renounce all right, title and interest in and to all such Eligible Securities exchanged by or at the direction of Argentina, and waive and release Argentina and the trustee or fiscal agent for such Eligible Securities from any and all claims you may have, now or in the future, arising out of or related to the Offer and such Eligible Securities, including, without limitation, any claims that you are entitled to receive additional principal or interest payments with respect to such Eligible Securities (other than as expressly provided in this prospectus supplement),
 
    4.  all authority conferred or agreed to be conferred pursuant to your representations, warranties and undertakings and all of your obligations shall be binding upon your successors, assigns, heirs,

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  executors, trustees in bankruptcy and legal representatives and shall not be affected by, and shall survive, your death or incapacity,
 
    5.  you are solely liable for any taxes and similar or related payments imposed on you under the laws of any applicable jurisdiction as a result of your participation in the Offer and agree that you will not and do not have any right of recourse (whether by way of reimbursement, indemnity or otherwise) against Argentina, any international joint dealer manager, the information agent, the exchange agent, the Luxembourg exchange agent, the trustee and/or fiscal agent of the Eligible Securities, the U.S.-European trustee or any other person in respect of such taxes and payments,
 
    6.  you are a person for whom it is lawful to participate in the Offer under applicable securities laws,
 
    7.  you have full power and authority to submit for exchange and transfer the Eligible Securities tendered in your electronic acceptance notice and if such Eligible Securities are accepted for exchange by Argentina, such Eligible Securities will be transferred to, or to the order of, Argentina with full title free from all liens, charges and encumbrances, not subject to any adverse claim and together with all rights attached thereto,
 
    8.  you will, upon request, execute and deliver any additional documents and/or do such other things deemed by Argentina or the exchange agent to be necessary or desirable to complete the transfer and cancellation of the Eligible Securities tendered in your electronic acceptance notice or to evidence your power and authority to so tender and transfer such Eligible Securities,
 
    9.  you hold, and will hold, until the time of settlement on the Settlement Date, the Eligible Securities you have tendered blocked in the clearing system through which such securities are held and, in accordance with the requirements of such clearing system and by the deadline established by such clearing system, have taken all steps necessary to authorize the blocking of your tendered Eligible Securities with effect on and from the date your electronic acceptance notice is received by such clearing system; and, pending the transfer of such Eligible Securities on the relevant Settlement Date to Argentina or as instructed by Argentina, no transfers of such Eligible Securities may be effected,

  10.  your Eligible Securities are not the subject of any proceedings against Argentina or the trustee or fiscal agent of such Eligible Securities before any court or arbitral tribunal (including claims for payment of past due interest, principal or any other amount sought in connection with your tendered Eligible Securities or for compensation of lawyers’ costs and court fees), except that, to the extent that your tendered Eligible Securities are the subject of such proceedings, you agree to abandon the proceedings if and to the extent that your tendered Eligible Securities are exchanged by or at the direction of Argentina,
 
  11.  to the extent that you have obtained a judgment from any court or tribunal with respect to your tendered Eligible Securities (including judgments requiring Argentina to make payment of past due interest, principal or any other amount sought in connection with your tendered Eligible Securities or for compensation of lawyers’ costs and court fees), you hereby irrevocably waive the right to enforce such judgment against Argentina or the trustee or fiscal agent of such Eligible Securities if and to the extent that your tendered Eligible Securities are exchanged by or at the direction of Argentina, and
 
  12.  you hereby irrevocably waive all rights awarded and any assets attached for your benefit through any prejudgment attachment ordered by any court against Argentina or the trustee or fiscal agent of such Eligible Securities in connection with your tendered Eligible Securities (including claims for payment of past due interest or any other amount sought in connection with your tendered Eligible Securities and legal costs) if and to the extent that your tendered Eligible Securities are exchanged by or at the direction of Argentina.

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Special Tender Procedures With Respect to the Allocation of Pars

      Argentina has established the following tender procedures for purposes of implementing the allocation of Pars described above under “— Limitations on Issuance and Allocation of New Securities — Limits on and Allocation of Pars.” These procedures apply only to holders that elect to receive Pars pursuant to the Offer.

      For each tendering holder’s account, if you tender an Eligible Security in an outstanding principal amount in excess of U.S.$50,000 equivalent, the custodian through which you hold your Eligible Securities will be required to split your tender into two tranches:

  •  one tranche (which we refer to as “tranche A”) will comprise the outstanding principal amount of your tendered Eligible Security up to and including U.S.$50,000 equivalent;
 
  •  the second tranche (which we refer to as “tranche B”) will comprise the outstanding principal amount of your tendered Eligible Security in excess of U.S.$50,000 equivalent.

To the extent possible, for each security tendered your custodian will group all tranche A tenders and all tranche B tenders from various holder accounts into two separate baskets (which we refer to as “basket A” and “basket B,” respectively), and submit those tenders to the relevant clearing system or intermediate custodian, as the case may be.

      To benefit from an early tender allocation of Pars, your duly completed acceptance notice must be received by a principal clearing system through which you tender your Eligible Securities, in the manner defined by such principal clearing system, by no later than the Early-tender Deadline.

      The clearing systems, direct participants and custodians may prejudice a tendering holder’s ability to receive Pars if they do not comply with the tendering procedures described above. None of Argentina, any international joint dealer manager, the information agent, the exchange agent or the Luxembourg exchange agent will be responsible for any failure by any such custodian to comply with these tendering procedures. Additionally, each of the international joint dealer managers and Argentina may request further information to confirm the eligibility of each custodian basket A or basket B submission.

 
Special Tender Procedures With Respect to the Allocation of Quasi-pars

      For purposes of implementing the allocation of Quasi-pars described above under “— Limitations on Issuance and Allocation of New Securities — Limits on and Allocation of Quasi-pars,” the clearing systems will be required to submit to the exchange agent, on a daily basis, all tenders of holders that elect to receive Quasi-pars. Direct participants in the clearing systems and other custodians should similarly submit any such tender up the chain of tender on a daily basis.

      If you wish to receive Quasi-pars, you should submit your duly completed acceptance notice to a principal clearing system, in the manner defined by such principal clearing system, as soon as practicable after the Launch Date, since Quasi-pars will be allocated on a daily first-come first-served basis.

      The clearing systems, direct participants and custodians may prejudice a tendering holder’s ability to receive Quasi-pars if they do not comply with the tendering procedures described above. None of Argentina, any international joint dealer manager, the information agent or the exchange agent will be responsible for any failure by the clearing systems, direct participants or custodians to comply with these tendering procedures.

      You Must Hold an Account, Either Directly or Indirectly, at DTC, Euroclear, Clearstream, Luxembourg or Caja de Valores, as applicable, to Receive New Securities Upon Settlement of the Offer

      As described below under “Description of the New Securities — Registration and Book-Entry System,” New Securities denominated in U.S. dollars (other than U.S. dollar-denominated New Securities governed by Argentine law) will be registered in the name of a nominee of, and deposited with a custodian for, DTC. You may hold beneficial interests in these New Securities directly, if you have an account at DTC, or indirectly, through a financial institution that has an account at DTC. Each of Euroclear and Clearstream, Luxembourg participate in DTC through their New York depositaries. Caja de Valores has an account with each of these clearing systems.

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      Euro-denominated New Securities will be deposited with a common depositary of Euroclear and Clearstream, Luxembourg and registered in the name of a nominee of that common depositary. You may hold a beneficial interest in euro-denominated New Securities directly if you have an account with either of these clearing systems, or indirectly, through a financial institution that has an account with either of these clearing systems, including Caja de Valores.

      New Securities governed by Argentine law will be registered in the name of CRYL. You may hold a beneficial interest in these securities directly, if you have an account with CRYL, or indirectly, through a financial institution that has an account with CRYL, including Caja de Valores.

      The direct participant that submits your tender must specify in your electronic acceptance notice an account at DTC, Euroclear, Clearstream, Luxembourg or Caja de Valores, as applicable, where you will receive your New Securities and any cash payments to which you are entitled upon settlement of the Offer. If you hold your Eligible Securities through a broker, dealer, bank, trust company, trustee or other custodian, you must confirm that such custodian holds an account, either directly or indirectly, in one of these clearing systems. If your custodian does not hold such an account, it will have to establish one for purposes of receiving your New Securities prior to submitting tenders. Alternatively, you may open an account with a different custodian that has, either directly or indirectly, an account at DTC, Euroclear, Clearstream, Luxembourg or Caja de Valores, as the case may be, where your New Securities and any cash payments to which you are entitled can be credited upon settlement of the Offer. In such case, to ensure that the proper account information is communicated to the exchange agent, you should either: (i) transfer your Eligible Securities to the new custodian prior to tendering your Eligible Securities, and carry out such tender through such custodian, or (ii) clearly indicate the account information in the tender instructions you deliver to your old custodian.

Procedures for Withdrawal of Tenders

      If Argentina grants withdrawal rights as provided above under “— Irrevocability; Limited Withdrawal Rights,” you, or a direct participant on your behalf, may withdraw your tender by submitting an electronic withdrawal notice to the principal clearing system through which you submitted your tender. Upon receiving such instructions the principal clearing system will deliver a notice of withdrawal to the exchange agent, whereupon the exchange agent will instruct the principal clearing system to transfer the Eligible Securities you wish to withdraw to the direct participant’s account at the clearing system.

      In addition, if you have tendered cash to Caja de Valores in lieu of any missing interest or principal coupons corresponding to the strippable securities listed above under “Tender Procedures — Procedures for Holders of Strippable Securities,” the exchange agent will, upon receipt of the notice of withdrawal, instruct Caja de Valores to transfer such cash amount in accordance with your written instructions.

      For the withdrawal of your tender to be effective, the exchange agent must receive your written notice of withdrawal within 15 calendar days from the date Argentina first publicly announces (by means of a press release through the news services) the granting of withdrawal rights.

      If you hold your Eligible Securities through a custodian or other securities intermediary, you must instruct that custodian to arrange for the valid submission of an electronic withdrawal notice to the relevant principal clearing system.

      Any Eligible Security properly withdrawn will be deemed to be not validly tendered for purposes of the Offer.

      Argentina can offer no assurance that any custodian, direct participant or clearing system (including the principal clearing systems) will follow the procedures necessary to withdraw your tender, as these procedures are entirely within such parties’ discretion.

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Special Instructions for Withdrawal of Tenders Through DTC

      If your tender was submitted through a direct participant in DTC, your electronic withdrawal notice must:

  •  specify the DTC Voluntary Offer Instruction (V.O.I.) Number, the name of the participant from whose account such Eligible Securities were tendered for exchange and such participant’s account number at DTC to be credited with the withdrawn Eligible Securities;
 
  •  contain a description of the Eligible Securities to be withdrawn (including the principal amount in whole to be withdrawn); and
 
  •  be submitted through ATOP by such participant in the same manner as the applicable agent’s message, or be accompanied by evidence satisfactory to Argentina that the person withdrawing the tender has succeeded to the beneficial ownership of such Eligible Securities.

Procedures Upon Rejection of Tenders or Termination of Offer

      If Argentina accepts less than all of the tenders, then with respect to any tenders not so accepted, Argentina will instruct the exchange agent to instruct the principal clearing system through which such tenders were submitted to transfer such Eligible Securities to the originating direct participant’s account at such clearing system as soon as practicable after the Settlement Date. In addition, Argentina will instruct the exchange agent to instruct Caja de Valores to return to you any cash you tendered in lieu of any missing interest or principal coupons corresponding to the strippable securities listed above under “Tender Procedures — Procedures for Holders of Strippable Securities” by transferring such cash amount in accordance with your written instructions, as soon as practicable after the Settlement Date.

      If Argentina terminates the Offer without accepting any tenders, all tenders shall automatically be deemed rejected.

      Argentina can offer no assurance that any custodian, direct participant or clearing system (including the principal clearing systems) will follow the procedures necessary to reflect the rejection of your tender, as these procedures are entirely within such parties’ discretion. Argentina’s rejection of your tender will be effective even if these parties do not comply with these procedures.

Irregularities

      All questions regarding the validity, form and eligibility, including time of receipt or revocation or revision, of any acceptance notice or tender will be determined by Argentina in its sole discretion, which determination will be final and binding. Argentina reserves the absolute right to reject any and all acceptance notices and tenders not timely made or in proper form or for which any corresponding agreement by Argentina to exchange would, in the opinion of Argentina’s counsel, be unlawful. Argentina also reserves the absolute right to waive any of the conditions of the Offer or defects in acceptance notices and tenders. None of Argentina, any international joint dealer manager, the exchange agent, the Luxembourg exchange agent or the information agent shall be under any duty to give notice to you, as the tendering holder, of any irregularities in any acceptance notices, tenders or exchanges, nor shall any of them incur any liability for the failure to give such notice.

Announcements

      Information about the Offer and all announcements in connection with the Offer will be displayed on the Offer Website and, to the extent provided in this prospectus supplement, issued by press release to the news services. In addition, Argentina will publish notices in The Wall Street Journal, the Financial Times and a newspaper with general circulation in Luxembourg (which Argentina expects to be the Luxemburger Wort or the Tageblatt) regarding the Offer. These notices will, among other things, include the names of the international joint dealer managers, the information agent, the Luxembourg exchange agent and the exchange agent. Argentina will also make available and publish information in certain non-U.S. jurisdictions in the form and manner required in such jurisdictions.

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Settlement

      The Settlement Date for the Offer, if any, is expected to be April 1, 2005, or as soon as practicable thereafter (unless postponed or the Submission Period is extended or earlier terminated). Settlement will not occur unless the exchange agent receives a certificate from the international joint dealer managers confirming that payment in full of the fees and expenses of the international joint dealer managers has been delivered.

      On the Settlement Date, if Argentina has accepted your tender:

  •  Good and marketable title to your tendered Eligible Securities, free and clear of all liens, charges, claims, encumbrances, interests, rights of third parties and restrictions of any kind will transfer to Argentina.
 
  •  In return you will receive, solely by credit to the account at DTC, Euroclear, Clearstream, Luxembourg or Caja de Valores designated in your electronic acceptance notice, the New Securities and any cash payments to which you are entitled.

      To the extent you are entitled to receive on the Settlement Date a cash payment of accrued interest in accordance with the terms of your New Securities, such amount will be credited in same-day funds to the account at DTC, Euroclear, Clearstream, Luxembourg or Caja de Valores, as the case may be, designated in your electronic acceptance notice. If, on the other hand, the terms of your New Securities provide that such accrued interest must instead be capitalized, the principal amount of the corresponding New Securities that you receive will be increased by such amount. See “Description of the New Securities” for a description of the manner and schedule of payment of interest under the New Securities.

      If you tendered Par Brady Bonds and Discount Brady Bonds you will receive the Cash Value on those bonds as soon as practicable after the Brady Collateral is redeemed, which may be after the Settlement Date, by credit to the account at DTC, Euroclear, Clearstream, Luxembourg or Caja de Valores, as the case may be, designated in your electronic acceptance notice.

      If necessary to facilitate the settlement of the Offer, the settlement of the Offer may take up to seven business days. This would have no effect on the New Securities that you may receive in the Offer. A “business day” for this purpose is any day that is not a Saturday or Sunday, and that is not a day on which banking or trust institutions are authorized generally or obligated by law, regulation or executive order to close in New York City or Buenos Aires, and that is also a day on which the Trans-European Automated Real-Time Gross Settlement Express Transfer (TARGET) System, or any successor system, is open for business.

      The determination by Argentina of the consideration to be received by tendering holders (including the allocation of Pars and Quasi-pars as described above under “— Limitation on Issuance and Allocation of New Securities”) and any other calculation or quotation made with respect to the Offer shall be conclusive and binding on you, absent manifest error.

Governing Law and Jurisdiction

      Each acceptance notice submitted in a jurisdiction in which the Offer is being extended on the basis of this prospectus supplement shall be governed by and construed in accordance with the laws of the State of New York without regard to principles of conflicts of laws. By submitting an acceptance notice, you (and the direct participant on your behalf) irrevocably and unconditionally agree for the benefit of Argentina, the international joint dealer managers, the information agent, the Luxembourg exchange agent and the exchange agent that the U.S. state or federal courts sitting in the borough of Manhattan, the City of New York, are to have jurisdiction to settle any disputes which may arise out of or in connection with the Offer or any of the documents referred to in this prospectus supplement and that, accordingly, any suit, action or proceedings arising out of or in connection with the foregoing may be brought in such courts.

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Market for the Eligible Securities and New Securities

 
Eligible Securities

      Argentina intends to cancel all Eligible Securities it acquires pursuant to the Offer. Eligible Securities not exchanged pursuant to the Offer will remain outstanding. To the extent permitted under the rules of the relevant stock exchanges, following consummation of the Offer, Argentina may discontinue the listing of any series of Eligible Securities on the various stock exchanges in which such series are currently listed, including (but not limited to) the Luxembourg Stock Exchange, the Buenos Aires Stock Exchange and the Mercado Abierto Electrónico. The exchange of Eligible Securities of any series pursuant to the Offer and the cancellation of such Eligible Securities will reduce the aggregate principal amount of Eligible Securities of the applicable series that otherwise might trade in the market. This could adversely affect the liquidity and market value of any Eligible Securities of that series not exchanged pursuant to the Offer. The potential delisting of any series of Eligible Securities may exacerbate the adverse effect of the reduction in outstanding Eligible Securities, since Eligible Securities of that series would lack an active trading market or published secondary market price quotations. As a result, if you elect not to participate in the Offer, it may become more difficult for you to trade your Eligible Securities.

      So long as any series of Eligible Securities is listed on the Luxembourg Stock Exchange, Argentina undertakes to promptly inform the Luxembourg Stock Exchange of the cancellation of any Eligible Securities of that series.

 
New Securities

      Each series of New Securities is a new issue of securities with no established trading market. Argentina has been advised by the international joint dealer managers that they intend to make a market in the New Securities but are not obligated to do so and may discontinue market making at any time without notice. Argentina has applied to list each series of Pars, Discounts and GDP-linked Securities on the Luxembourg Stock Exchange and will apply to list the New Securities on the Buenos Aires Stock Exchange and on the Mercado Abierto Electrónico. Argentina intends to make an application to list each series of euro-denominated and U.S. dollar-denominated Pars, Discounts and GDP-linked Securities on a regulated market organized and managed by Borsa Italiana S.p.A., provided all requirements for such listing are met; however, we can offer no assurance that such application, if made, will be approved before the Settlement Date or at all. No assurance can be given as to the liquidity of the trading market for any series of the New Securities. The price at which each series of the New Securities will trade in the secondary market is uncertain.

      Trading in the Pars, Discounts and GDP-linked Securities on the Luxembourg Stock Exchange will be in accordance with all applicable rules and regulations of the Luxembourg Stock Exchange. Any Pars, Discounts and GDP-linked Securities traded on the Luxembourg Stock Exchange will be freely negotiable and transferable (except as provided under “Description of the New Securities”).

Terms of Offer; Methodology; No Recommendation

      In defining the financial terms of the Offer, Argentina has observed certain principles of debt sustainability and inter-creditor equity. Still, emerging from the most serious economic crisis in its history, Argentina seeks to achieve debt reduction in the magnitude it considers necessary to create the basis for future fiscal stability and long-term debt sustainability. Argentina has calculated exchange ratios for each series of Eligible Securities in as equitable a manner as it deemed practicable in view of the immense complexity of the financial and other considerations relevant to these calculations. Argentina has also designed the terms of the New Securities in a manner which it believes balances the country’s economic needs and constraints with the various preferences of investors, and it has sought to provide equitable access to the New Securities by investors.

      Nonetheless, the calculation of the Eligible Amount, the exchange ratio between each type of Eligible Securities and the New Securities, the interest rates of the New Securities, the currency conversion rates and cash payments to be made in connection with the Offer are based, at least in part, on criteria determined by

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Argentina representing one of several possible approaches and methodologies. Argentina has thus made determinations about methodology, calculations and other parameters of the Offer that are necessarily subjective in nature. Moreover, we can offer no assurance that the rate of Argentina’s economic growth will meet current assumptions or that Argentina will achieve long-term debt sustainability. Consequently, you should independently make an assessment of the terms of the Offer. See the section in the accompanying prospectus entitled “Risk Factors — Risk Factors Relating to Argentina — Economic Risks” for a discussion of various factors that could affect Argentina’s future economic prospects.

      None of Argentina, any international joint dealer manager, the information agent, the exchange agent, the Luxembourg exchange agent or the clearing system through which you may tender your Eligible Securities expresses any opinion regarding:

  •  the fairness of the terms of the Offer,
 
  •  the accuracy or fairness of the values that result from the methodology for calculations and the setting of other parameters of the Offer, or
 
  •  whether you should participate in the Offer by tendering your Eligible Securities or refrain from doing so.

      In addition, no one has been authorized by Argentina to make any recommendation of any kind regarding your participation in the Offer or regarding any term, or the fairness or value of any aspect of the Offer.

Repurchases of Eligible Securities That Remain Outstanding; Subsequent Exchange Offers

      Argentina reserves the right, in its absolute discretion, to purchase, exchange, offer to purchase or exchange, or enter into a settlement in respect of any Eligible Securities that are not exchanged pursuant to the Offer (in accordance with their respective terms) and, to the extent permitted by applicable law, purchase or offer to purchase Eligible Securities in the open market, in privately negotiated transactions or otherwise. Any such purchase, exchange, offer to purchase or exchange or settlement will be made in accordance with applicable law. The terms of any such purchases, exchanges, offers or settlements could differ from the terms of the Offer. Holders of New Securities will be entitled to participate in any voluntary purchase, exchange, offer to purchase or exchange extended to or agreed with holders of Eligible Securities not exchanged pursuant to the Offer as described below under “Description of the New Securities — Rights Upon Future Offers.”

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DESCRIPTION OF THE NEW SECURITIES

      This prospectus supplement describes the terms of the New Securities in greater detail than the accompanying prospectus and may provide information that differs from the prospectus. If the information in this prospectus supplement differs from the prospectus, you should rely on the information in this prospectus supplement.

      Argentina will issue the New Securities under either a trust indenture or an Argentine government decree. New Securities governed by New York law or English law will be issued under the trust indenture to be executed between Argentina and The Bank of New York, as U.S. — European trustee. New Securities issued under Argentine law will not be issued under the trust indenture but rather under Decree No. 1735/04, issued by Argentina on December 9, 2004 (the “Issuance Decree”). Although the trust indenture and the Issuance Decree contain many similar terms, a number of their terms differ, in some cases, significantly, as a result of differences in applicable law and local market practice. See “Risk Factors” beginning on page S-29.

      The information contained in this section summarizes some of the terms of the New Securities, the trust indenture and the Issuance Decree. Because this is a summary, it does not contain all of the information that may be important to you as a potential investor in the New Securities. Argentina, therefore, urges you to read the trust indenture, the Issuance Decree and the form of the securities in making your investment decision. Argentina has filed or will file copies of these documents with the United States Securities and Exchange Commission and will also file copies of these documents at the offices of each of the U.S. — European trustee, the Luxembourg listing agent and the Luxembourg exchange agent, where they will be made available to you.

General Terms Common to All New Securities

      The New Securities will:

  •  pay interest and principal (or, in the case of GDP-linked Securities, make payments in accordance with their terms) to persons in whose names the New Securities are registered at the close of business on the fifteenth calendar day preceding the corresponding payment date,
 
  •  not be redeemable before maturity (although they may amortize or expire as described below) and not be entitled to the benefit of any sinking fund,
 
  •  be direct, unconditional, unsecured and unsubordinated obligations of Argentina,
 
  •  be represented by one or more global securities in fully registered form only, without coupons,
 
  •  be available in definitive form only under certain limited circumstances (as described below),
 
  •  be issued in denominations of one unit of the currency in which your New Securities are denominated and integral multiples thereof, and
 
  •  represent a claim to their full principal at maturity (plus accrued and unpaid interest) or upon earlier acceleration in accordance with the terms, provided that there are no principal payments in respect of GDP-linked Securities.

General Terms of the Pars

      The Pars will:

  •  mature on December 31, 2038,
 
  •  be issued in a maximum aggregate principal amount of approximately

  –  U.S.$10.0 billion or the equivalent in other currencies, if the aggregate Eligible Amount of Eligible Securities tendered and accepted pursuant to the Offer and, if concurrent with the Offer, the offer in Japan, is less than or equal to 70% (U.S.$57.3 billion equivalent) of the aggregate Eligible Amount of all outstanding Eligible Securities, or

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  –  U.S.$15.0 billion or the equivalent in other currencies, if the aggregate Eligible Amount of Eligible Securities tendered and accepted pursuant to the Offer and, if concurrent with the Offer, the offer in Japan, is greater than 70% (U.S.$57.3 billion equivalent) of the aggregate Eligible Amount of all outstanding Eligible Securities.

  For purposes of determining these amounts, Pars issued in currencies other than U.S. dollars will be converted into U.S. dollars based on exchange rates in effect on December 31, 2003.

  •  Argentina will pay principal in twenty equal payments, except that in the case of peso-denominated Pars, payment amounts will be adjusted for inflation based on CER. Argentina will pay the first nineteen installments on March 31 and September 30 of each year, commencing on September 30, 2029 and the last installment on December 31, 2038. Annex B to this prospectus supplement contains a schedule for principal payments on Pars denominated in U.S. dollars,
 
  •  bear interest, computed on the basis of a 360-day year of twelve 30-day months, accruing as follows:

                                 
Currency

From and including To but excluding U.S. dollars Euro Pesos





December 31, 2003
    March 31, 2009     1.33%       1.20%       0.63%  
March 31, 2009
    March 31, 2019     2.50%       2.26%       1.18%  
March 31, 2019
    March 31, 2029     3.75%       3.38%       1.77%  
March 31, 2029
    December 31, 2038     5.25%       4.74%       2.48%  

        and,

  •  pay interest in cash (in the currency in which your Pars are denominated) on the Settlement Date and on March 31 and September 30 of each year and on December 31, 2038. Interest accrued on Pars from and including December 31, 2003, to but excluding March 31, 2005, will be paid in cash on the Settlement Date. The payment on the first interest payment date following the Settlement Date will consist of interest accrued from and including March 31, 2005, to but excluding such payment date.

General Terms of the Discounts

      The Discounts will:

  •  mature on December 31, 2033,
 
  •  pay principal in twenty equal semi-annual payments on June 30 and December 31 of each year, commencing on June 30, 2024, except that in the case of peso-denominated Discounts, payment amounts will be adjusted for inflation based on CER. The twenty equal semi-annual payments will include the capitalized amounts accrued prior to the first amortization date. Because part of the interest on the Discounts is capitalized (as described below), the principal amount of the Discounts will change over time. Annex B to this prospectus supplement contains a schedule for principal payments on Discounts denominated in U.S. dollars,
 
  •  bear interest, computed on the basis of a 360-day year of twelve 30-day months, accruing from and including December 31, 2003, to and including December 31, 2033, as follows:

         
Currency Denomination Annual Interest Rate


U.S. dollars
  8.28%  
Euro
  7.82%  
Pesos
  5.83%  

  Part of the interest accrued prior to December 31, 2013, will be paid in cash and part will be capitalized. This means that on the relevant payment date the portion of interest that is capitalized is not paid in cash but instead is added to the amount of principal of your Discounts, and future calculations of interest are based on this adjusted amount of principal. Cash payments will be made in the currency in which your Discounts are denominated. The table below sets forth the annual rates of

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  interest on the Discounts, broken down to reflect the portion that will be paid in cash and the portion that will be capitalized:

                                                         
Currency

U.S. dollars Euro Pesos



From and including To but excluding Cash Capitalized Cash Capitalized Cash Capitalized








December 31, 2003
    December 31, 2008       3.97%       4.31%       3.75%       4.07%       2.79%       3.04%  
December 31, 2008
    December 31, 2013       5.77%       2.51%       5.45%       2.37%       4.06%       1.77%  
December 31, 2013
    December 31, 2033       8.28%       0.00%       7.82%       0.00%       5.83%       0.00%  

 

        and,

  •  pay interest in the manner provided above on the Settlement Date and on June 30 and December 31 of each year. For Discounts, the portion of interest that would have been payable in cash on June 30, 2004, and December 31, 2004, will be paid in cash on the Settlement Date. The portion of interest that would have been capitalized on June 30, 2004, and December 31, 2004, will be capitalized as of such dates. The principal amount of Discounts you receive upon settlement of the Offer will include the original principal amount to which you are entitled plus such capitalized interest. Interest that will be payable in cash and interest to be capitalized on the first interest payment date following the Settlement Date will consist of interest accrued from and including December 31, 2004, to but excluding such interest payment date.

General Terms of the Quasi-pars

      The Quasi-pars will:

  •  mature on December 31, 2045,
 
  •  be issued in a maximum aggregate original principal amount of approximately Ps.24.3 billion,
 
  •  be denominated only in pesos,
 
  •  not be transferable for one year after the Settlement Date,
 
  •  pay principal in twenty equal semi-annual payments on June 30 and December 31 of each year, commencing on June 30, 2036; payment amounts will be adjusted for inflation based on CER,
 
  •  bear interest, computed on the basis of a 360-day year of twelve 30-day months, accruing from and including December 31, 2003, to but excluding December 31, 2045, at a rate per annum equal to 3.31%.
 
  •  Interest accrued on or before December 31, 2013, will be capitalized. After December 31, 2013, Argentina will make interest payments in cash. Accordingly, you will not receive cash payments on your Quasi-pars until June 30, 2014, but instead, the amount of principal of your Quasi-pars will be increased, on the relevant interest payment dates, by the amount of interest accrued during the immediately preceding interest period. Cash payments will be made in pesos,
 
  •  pay interest in the manner provided above on June 30 and December 31 of each year. Interest accrued on Quasi-pars that would have been capitalized on June 30, 2004, and December 31, 2004, will be capitalized as of such dates. The principal amount of Quasi-pars you receive upon settlement of the Offer will include the original principal amount to which you are entitled plus such capitalized interest. Interest to be capitalized on the first payment date following the Settlement Date will consist of interest accrued from and including December 31, 2004, to but excluding such interest payment date.
 
  •  will be governed by Argentine law.

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General Terms of the GDP-linked Securities

      The GDP-linked Securities will:

  •  expire on the earlier of December 15, 2035 and the date the payment cap (as defined below) is reached,
 
  •  be issued as a single unit with the underlying Pars, Discounts or Quasi-pars. During the period of 180 days following the first day of the Settlement Date, each GDP-linked Security will remain attached to and trade as a single unit with the underlying Par, Discount or Quasi-par. Upon expiration of this 180-day period, the GDP-linked Securities and the underlying Pars, Discounts or Quasi-pars will automatically detach and will no longer constitute a single unit. Thereafter, the GDP-linked Securities will trade independently from the underlying Pars, Discounts or Quasi-pars. If the first day of the Settlement Date occurs as scheduled on April 1, 2005, then the GDP-linked Securities will detach from the underlying Pars, Discounts or Quasi-pars on September 28, 2005,
 
  •  have a notional amount equal to the corresponding Eligible Amount of Eligible Securities tendered and accepted. If the Eligible Securities tendered and accepted are not in the same currency as the GDP-linked Securities you are entitled to receive, the corresponding notional amount of the GDP-linked Securities will be determined using exchange rates in effect on December 31, 2003,
 
  •  not evidence any principal. Except as provided below, holders will not receive any payments during the life or upon the expiration of their GDP-linked Securities,
 
  •  be paid in the currency of the New Security to which the GDP-linked Securities are initially attached, which may be U.S. dollars, euro or pesos,
 
  •  be paid on December 15 of each year following the relevant reference year (as set forth below), for reference years commencing in 2005 and ending in 2034. The first payment, if any, will occur on December 15, 2006. The calculation date for the GDP-linked Securities will be November 1 of each year following the relevant reference year, commencing on November 1, 2006.
 
  •  subject to the conditions specified below, entitle holders to the following payments: On each payment date, holders of GDP-linked Securities will be entitled to receive payments in an amount equal to Available Excess GDP (as defined below) for the corresponding reference year, multiplied by the aggregate notional amount of GDP-linked securities they hold. “Available Excess GDP” is an amount per unit of currency of notional amount of GDP-linked Securities, determined in accordance with the following formula:

Available Excess GDP = (0.05 × Excess GDP) × unit of currency coefficient

        where:

        – the “unit of currency coefficient” is as set forth in the following table:

     
Currency Unit of Currency Coefficient


U.S. dollars
  1/81.8 = 0.012225
Euro
  1/81.8 × (1/.7945) = 0.015387
Pesos
  1/ 81.8 × (1/2.91750) = 0.004190

 
  The unit of currency coefficient represents the proportion that one GDP-linked security with a notional amount of one unit of currency bears to the aggregate Eligible Amount of all Eligible Securities outstanding as of the date of this prospectus supplement (approximately U.S.$81.8 billion), calculated using exchange rates in effect on December 31, 2003,

  –  “Excess GDP” for any reference year is the amount, if any, by which Actual Real GDP (as defined below), converted to nominal pesos, exceeds the Base Case GDP (as defined below), converted to nominal pesos. Excess GDP will be expressed in billions of nominal pesos,

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  –  “Base Case GDP” is the base case gross domestic product for each reference year, as set forth in the following chart:

             
Base Case GDP
Base Case GDP (1993 pesos in
Reference Year (1993 pesos in millions) Reference Year millions)
2005
  287,012.52   2020   458,555.87
2006
  297,211.54   2021   472,312.54
2007
  307,369.47   2022   486,481.92
2008
  317,520.47   2023   501,076.38
2009
  327,968.83   2024   516,108.67
2010
  338,675.94   2025   531,591.93
2011
  349,720.39   2026   547,539.69
2012
  361,124.97   2027   563,965.88
2013
  372,753.73   2028   580,884.85
2014
  384,033.32   2029   598,311.40
2015
  395,554.32   2030   616,260.74
2016
  407,420.95   2031   634,748.56
2017
  419,643.58   2032   653,791.02
2018
  432,232.88   2033   673,404.75
2019
  445,199.87   2034   693,606.89

  The Base Case GDP will be adjusted in accordance with any changes to the year of base prices for calculating real gross domestic product (currently 1993), as described below. For a discussion of the evolution of Argentina’s GDP from 1999 through the third quarter of 2004, see “The Argentine Economy — Gross Domestic Product” on pages 45-51 of the accompanying prospectus.

  –  “Actual Real GDP” is the gross domestic product of Argentina in constant pesos for each calendar year as published by the Instituto Nacional de Estadística y Censos (“INDEC”). Actual Real GDP is currently calculated by INDEC using 1993 as the year of base prices. If in any year, the year of base prices for calculating Actual Real GDP is changed by INDEC, the Base Case GDP will be adjusted accordingly. For example, if INDEC changes the year of base prices from 1993 to 2000, and if Actual Real GDP for 2006 using 1993 prices were X, and using 2000 prices were Y, then the Base Case GDP would equal (i) the Base Case GDP as per chart above, (ii) multiplied by a fraction, the numerator of which is Y and the denominator of which is X.

  For purposes of determining Excess GDP for any reference year, each of the Actual Real GDP and Base Case GDP for that reference year will be converted into nominal pesos by multiplying each by a fraction, the numerator of which is the GDP Deflator (as defined below) for the reference year and the denominator of which is the GDP deflator for the year of base prices used to calculate Actual Real GDP and Base Case GDP for that reference year. As noted above, 1993 is currently the year of base prices, and the GDP Deflator for that year is one.
 
  The “GDP Deflator” for any given year is the quotient that results from dividing the Actual nominal GDP for that year by Actual Real GDP for the same year, in each case as published by INDEC.

  For purposes of effecting payments on GDP-linked Securities, the Available Excess GDP will be converted to the relevant payment currency using the average free market exchange rate of pesos to the applicable payment currency during the 15 calendar days preceding December 31 of the relevant reference year.

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  All calculations of payments (if any) will be performed by the Ministry of Economy and Production of the Republic of Argentina, and any announcement of payment amounts will be made through the U.S. — European trustee or publication as described below under “—Notices.”
 
  Annex F to this prospectus supplement contains sample calculations related to payments on GDP-linked Securities.

  •  no longer be entitled to any payments if the total amount paid, during the life of the GDP-linked Securities, per unit of GDP-linked Security exceeds 0.48, measured per unit of currency. We refer to this amount as the “payment cap for GDP-linked Securities.” For example, if you receive GDP-linked Securities in a notional amount equal to U.S.$1 million, the payment cap for your GDP-linked Securities would equal U.S.$480,000.

  If the payment cap for a GDP-linked Security is reached in a payment year prior to the scheduled expiration of the GDP-linked Securities, the GDP-linked Securities will be deemed to have expired in such year.
 
  If, for any given year, the aggregate payment due under a GDP-linked Security is greater than the amount remaining under the payment cap for that security, then the remaining amount available under the payment cap for that GDP-linked Security will be distributed to the holder of that security.

  •  be entitled to payments by Argentina in respect of any given reference year only if the following three conditions are met:

  –  for the reference year, Actual Real GDP exceeds Base Case GDP;
 
  –  for the reference year, annual growth in Actual Real GDP exceeds the growth rate in Base Case GDP for such year (for your reference, the Base Case GDP for 2004 is Ps.275,276.01 million, measured in 1993 pesos); and
 
  –  total payments made on a GDP-linked Security do not exceed the payment cap for that GDP-linked Security.

  Annual growth of “Actual Real GDP” will be calculated by dividing Actual Real GDP for the reference year by the Actual Real GDP for the year preceding the reference year, minus one. For purposes of this calculation, the Actual Real GDP for the reference year and the preceding year will be measured using the same year of base prices, with Actual Real GDP for the year preceding the reference year adjusted, if necessary, to reflect any changes in the year of base prices implemented during such reference year (for an example of how this adjustment is effected see the definition of Actual Real GDP above).

  •  be governed by the same law as the New Security to which the GDP-linked Security is initially attached.

Payments

      If any date for an interest or principal payment is not a business day, Argentina will make the payment on the next business day. Argentina will treat such payments as if they were made on the due date, and no interest on the New Securities will accrue as a result of the delay in payment.

      For the purpose of this section, a “business day” means:

  •  with respect to U.S. dollar-denominated New Securities (other than U.S. dollar-denominated New Securities governed by Argentine law), any day that is not a Saturday or Sunday, and that is not a day on which banking or trust institutions are authorized generally or obligated by law, regulation or executive order to close in New York City or Buenos Aires,
 
  •  with respect to euro-denominated New Securities, any day that is not a Saturday or Sunday, and that is not a day on which banking or trust institutions are authorized generally or obligated by law, regulation

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  or executive order to close in Buenos Aires, and that is also a day on which the TARGET system, or any successor system, is open for business, or
 
  •  with respect to peso-denominated New Securities and U.S. dollar-denominated New Securities governed by Argentine law, any day that is not a Saturday or Sunday, and that is not a day on which banking or trust institutions are authorized generally or obligated by law, regulation or executive order to close in New York City or Buenos Aires, and that is also a day on which the TARGET system, or any successor system, is open for business.

      In the case of U.S. dollar-denominated New Securities, except U.S. dollar-denominated New Securities governed by Argentine law, the U.S.-European trustee will make payments to DTC or its nominee, as the registered owner of such New Securities, which will receive the funds for distribution to the holders of such New Securities;

      In the case of euro-denominated New Securities, the U.S.-European trustee will make payments to the common depositary for Euroclear or Clearstream, Luxembourg, or its nominee, as the registered owner of such New Securities, which will receive the funds for distribution to the holders of such new securities;

      In the case of peso-denominated New Securities (including Quasi-pars) and U.S. dollar-denominated New Securities governed by Argentine law, payments will be made to CRYL, which will receive the funds for distribution to the holders of such New Securities.

      Holders of New Securities will be paid in accordance with the procedures of the relevant clearing system and its direct participants, if applicable. Neither Argentina nor the trustees shall have any responsibility or liability for any aspect of the records of, or payments made by, the relevant clearing system or its nominee or direct participants, or any failure on the part of the relevant clearing system or its direct participants in making payments to holders of the New Securities from the funds they receive. Notwithstanding the foregoing, Argentina’s obligations to make payments of principal and interest on the New Securities shall not have been satisfied until such payments are received by registered holders of the New Securities.

Paying Agents and Transfer Agent

      Until each series of the New Securities are paid, the U.S.-European trustee will maintain, at Argentina’s expense, a trustee paying agent and a transfer agent in New York City and in a Western European city for payment on and transfers of the New Securities governed by New York law or English law (which will include Luxembourg, so long as the New Securities are listed on the Luxembourg Stock Exchange and the rules of that exchange so require). The U.S.-European trustee will also maintain, at Argentina’s expense, a paying agent in a Member State of the European Union that is not obliged to deduct or withhold tax pursuant to European Council Directive 2003/48/EC or any other Directive implementing the conclusions of the ECOFIN Council meeting of November 26-27, 2002, on the taxation of savings income or any law implementing or complying with, or introduced in order to conform to, such Directive. The U.S.-European trustee has initially appointed The Bank of New York to serve as its trustee paying agent and transfer agent in New York City and The Bank of New York (Luxembourg) S.A. to serve as its trustee paying agent and transfer agent in Luxembourg. The U.S. — European trustee will promptly provide notice of the termination or appointment of, or of any change in the office of, any trustee paying agent or transfer agent.

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Repurchase of New Securities and Other Debt Obligations with Excess Payment Capacity

      Argentina has calculated an annual payment capacity as described below equal to the following amounts for each of the years indicated:

         
Annual Payment Capacity
Calendar Year (in millions of U.S. dollars)


2004
    U.S.$ 891.0
2005
      973.2
2006
      1,007.0
2007
      1,042.2
2008
      1,078.9
2009
      1,615.5

We refer to the amounts set forth above as the “annual payment capacity.” These amounts reflect Argentina’s payment obligations under the Pars, Discounts and Quasi-pars if it were to achieve 100% holder participation in the Offer and were to issue, in U.S. dollars, (i) the maximum aggregate principal amount of Pars and Quasi-pars permissible under the terms set forth in this prospectus supplement and (ii) Discounts to the extent demand for Pars and Discounts exceeded these limits.

      We refer to the total amount of payments made under the bullet points below, during any given calendar year, as “annual eligible debt service”:

  •  payments made under any New Securities issued pursuant to the Offer,
 
  •  payments made under any New Securities issued outside the Offer,
 
  •  payments made under any Eligible Securities, if such Eligible Securities are amended subsequent to the settlement of the Offer, and
 
  •  payments made on any Eligible Securities pursuant to any judgment or post-judgment settlement.

      We refer to the difference between the annual payment capacity for any given calendar year and the annual eligible debt service, as the “annual excess payment capacity.”

      Under the terms of the New Securities, Argentina undertakes to apply the annual excess payment capacity, if any, for any given calendar year through 2009 towards the repurchase of any outstanding New Securities or other outstanding debt obligations (excluding Eligible Securities not tendered or accepted pursuant to the Offer, or any subsequent offer, nor resulting from Eligible Securities amended subsequent to the settlement of the Offer). All New Securities or other outstanding debt obligations so repurchased will be cancelled. Such repurchases would take place no later than twelve months after the end of each such calendar year. Argentina will determine within its sole discretion which New Securities or other eligible debt obligations to repurchase. These repurchases may be conducted, at Argentina’s sole discretion, through a bidding process in which holders of New Securities or other eligible debt obligations are invited to present competing offers for the sale of their New Securities or other debt obligations, in the secondary market or otherwise. No holder of New Securities will be entitled to demand that Argentina so repurchase or offer to repurchase such holder’s New Securities.

      Argentina will announce any such repurchases to be conducted through a bidding process by publishing prior notice in various newspapers as described under “Description of the New Securities — Notices.”

Repurchase of New Securities with Excess GDP

      Under the terms of the New Securities, in respect of any reference year from 2005 through 2010, Argentina undertakes to apply towards the repurchase of any outstanding New Securities, 5% of the Excess GDP for the relevant reference year. All New Securities so repurchased will be cancelled. Such repurchases would take place during the calendar year following the calculation date (as defined above) for the relevant reference year. Argentina will determine within its sole discretion which New Securities to repurchase. These

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repurchases may be conducted, at Argentina’s sole discretion, through a bidding process in which holders of New Securities are invited to present competing offers for the sale of their New Securities, in the secondary market or otherwise. No holder of New Securities will be entitled to demand that Argentina so repurchase or offer to repurchase such holder’s New Securities.

      Argentina will announce any such repurchases to be conducted through a bidding process by publishing prior notice in various newspapers as described under “Description of the New Securities — Notices.”

Rights Upon Future Offers

      Under the terms of the Pars, Discount and Quasi-pars, if following the expiration of the Offer until December 31, 2014, and except as provided below, Argentina voluntarily makes an offer to purchase or exchange or solicits consents to amend any Eligible Securities not tendered or accepted pursuant to the Offer, Argentina has agreed that it will take all steps necessary, including making any required filings, so that each holder of Pars, Discounts or Quasi-pars will have the right, for a period of at least 30 days following the announcement of such offer, to exchange any of such holder’s Pars, Discounts or Quasi-pars for (as applicable):

  •  the consideration in cash or in kind received in connection with such purchase or exchange offer, as the case may be, or
 
  •  securities having terms substantially the same as those resulting from such amendment process,

in each case in accordance with the terms and conditions of such exchange offer or amendment process. For this purpose, such Pars, Discounts or Quasi-pars will be treated as though they were Eligible Securities that:

  •  are in the same currency as such Pars, Discounts or Quasi-pars, and
 
  •  have an Eligible Amount equal to the Eligible Amount of the Eligible Securities that would have been originally exchanged for such Pars, Discounts or Quasi-pars pursuant to the Offer (determined by applying the inverse of the relevant exchange ratio applied in the Offer).

In order to participate in any such purchase, exchange or amendment process, holder of Pars, Discounts or Quasi-pars will be required to surrender GDP-linked Securities in a notional amount equal to the Eligible Amount of Eligible Securities tendered in exchange for such Pars, Discounts and/or Quasi-pars, or, but only if an active trading market and published secondary market price quotations exist for GDP-linked Securities, pay cash to Argentina in an amount equal to the market price of that amount of GDP-linked Securities calculated on the market observation date that is at least six months prior to the announcement of such future transaction. The “market observation date” for this purpose is any March 31 or September 30, on which dates the trustee will calculate the market price of the GDP-linked Securities.

      The notional amount of GDP-linked Securities that must be surrendered with respect to Pars, Discounts or Quasi-pars may be determined by applying the inverse of the exchange ratio corresponding to such Pars, Discounts or Quasi-pars that was applied in the Offer. For instance, a holder of U.S.$1,000 in principal amount of Discounts would have to surrender GDP-linked Securities in a notional amount equal to approximately U.S.$2,967. This amount of GDP-linked Securities is determined by applying the inverse of the applicable exchange ratio used in determining the principal amount of Discounts tendering holders were entitled to receive in exchange for their Eligible Securities: (1/0.337) × (U.S.$1,000) = U.S.$2,967. For a full listing of applicable exchange ratios see “Terms of the Offer — Consideration to be Received Pursuant to Tenders (except for Par Brady Bonds and Discount Brady Bonds)”.

      This “Rights upon Future Offers” covenant constitutes a “reserve matter” under the terms of the New Securities, and any modification, amendment, supplement or waiver to this covenant is a “reserve matter modification” under the terms of the New Securities issued pursuant to the trust indenture. See “Description of the Securities — Description of Debt Securities” in the accompanying prospectus for more details on this modification process.

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      The right of holders of Eligible Securities to participate in future exchange offers and/or amendment processes as described above will not apply to any exchange offer conducted pursuant to Decree No. 1,375, relating to certain exchange offers of Eligible Securities held by Argentine pension funds.

Further Issues

      Under the terms of the trust indenture, Argentina may, from time to time without the consent of holders of the New Securities, create and issue additional debt securities ranking pari passu with the New Securities governed by New York law or English law and having the same terms and conditions as any series of such New Securities, or the same except for the amount of the first payment of interest on such additional debt securities. Argentina may also consolidate the additional debt securities to form a single series with any outstanding series of New Securities governed by New York law or English law. Any such additional debt securities, however, may not have, for purposes of U.S. federal income taxation, a greater amount of original issue discount that the relevant series of such New Securities have as of the date of the issuance of such additional debt securities.

      Under the terms of the Issuance Decree, New Securities governed by Argentine law contain no provisions relating to the creation or issuance by Argentina of additional debt securities, including debt securities that may rank pari passu with such New Securities or having the same terms and conditions of such New Securities.

Seniority

      The New Securities governed by New York law and English law will constitute the direct, unconditional, unsecured and unsubordinated obligations of Argentina and will rank pari passu and without preference among themselves, without any preference one over the other by reason of priority of date of issue or currency of payment or otherwise, and at least equally with all of Argentina’s other present and future unsecured and unsubordinated External Indebtedness (as defined in the accompanying prospectus under “Description of the Securities — Negative Pledge”).

General Terms of New Securities Governed by Argentine Law

      Under the terms of the Issuance Decree for New Securities governed by Argentine law, the principal amount of all Pars, Discounts and Quasi-pars denominated in pesos will be adjusted for inflation based on the Coeficiente de Estabilización de Referencia, or “CER,” a unit of account whose value in pesos is indexed to consumer price inflation in Argentina, as measured by changes in the consumer price index, or “CPI.” The CER is published by the Central Bank on a monthly basis. The amount of principal amortizations on any Pars, Discount or Quasi-pars will be adjusted over time to reflect the CER-adjusted principal amount of these securities. Likewise, the amount of interest that accrues on these securities will be determined on the CER-adjusted principal amount.

      The CER-adjusted principal amount of any peso-denominated Pars, Discount or Quasi-pars will be determined by the Office of National Public Credit of the Ministry of Economy and Production of Argentina prior to date on which any principal and/or interest payments on such securities is due (in the case of interest, whether payable in cash or capitalized). The Office of National Public Credit will determine this CER-adjusted principal amount by multiplying (x) the original principal amount of the peso-denominated Pars, Discounts or Quasi-pars as of December 31, 2003, by (y) a fraction, the numerator of which is equal to the CER corresponding to the 10-day period immediately preceding the relevant payment date, and the denominator of which is the CER corresponding to the 10-day period immediately preceding December 31, 2003. Argentina will announce any such adjustments to the outstanding principal amount of any Pars, Discounts or Quasi-pars at least annually by publishing notices in relevant newspapers, as necessary, as described under “Description of the New Securities — Notices.”

      The Issuance Decree does not contain certain covenants granted to holders of New Securities governed by New York law or English law. Argentina will have no obligation with respect to New Securities governed by Argentine law (including any Quasi-pars) to pay additional amounts for any withholding of Argentine

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taxes, duties or assessments on payments of principal or interest on such New Securities. Nor will New Securities governed by Argentine law include certain of the covenants set forth in the accompanying prospectus, such as negative pledge or events of default.

Notices

      Argentina will deliver all notices to holders of New Securities by first-class prepaid post to each holder’s address as it appears in the register for the New Securities and publish all notices, in English, in London’s Financial Times and New York City’s The Wall Street Journal, and in Spanish, in a newspaper of general circulation in Argentina. If at any time publication in London and New York as provided above is not practicable, notices will be valid if published in an English language newspaper with general circulation in the respective market regions as Argentina, with the approval of the U.S.-European trustee, shall determine.

      In addition, in respect of any series of Pars, Discounts or GDP-linked Securities listed on the Luxembourg Stock Exchange or on a regulated market organized and managed by Borsa Italiana S.p.A., and as long as such series is so listed, Argentina will publish all notices, respectively, in a newspaper with general circulation in Luxembourg (which is expected to be the Luxemburger Wort or the Tageblatt) and a newspaper with general circulation in Italy. If, in the case of Luxembourg, publication in the Luxemburger Wort or the Tageblatt is not practicable, Argentina will publish notices in another daily newspaper with general circulation in Luxembourg.

      Any notice shall be deemed to have been given on the date of such publication or, if published more than once or on different dates, on the first date on which publication is made.

Governing Law

      The Pars and Discounts will be governed as follows:

  •  if they are denominated in U.S. dollars, by the laws of the State of New York, unless the Eligible Securities you tendered for such Pars or Discounts were governed by Argentine law, in which case you will receive Pars or Discounts governed by Argentine law (whether or not such Pars or Discounts are denominated in pesos),
 
  •  if they are denominated in euro, by English law,
 
  •  if they are denominated in pesos, by Argentine law.

      The Quasi-pars will be governed by Argentine law.

      The GDP-linked Securities will be governed by the law that governs the New Securities to which they are originally attached.

Jurisdiction

      Subject to certain exceptions, under the trust indenture and the terms and conditions of the New Securities issued pursuant thereto, Argentina will submit to the jurisdiction of the following courts in connection with any suit, legal action or proceeding against Argentina with respect to the New Securities:

  •  With respect to any New Securities governed by New York law, Argentina will submit to the jurisdiction of any New York State or U.S. federal court sitting in the Borough of Manhattan, The City of New York and the courts of Argentina.
 
  •  With respect to any New Securities governed by English law, Argentina will submit to the jurisdiction of the courts of England and the courts of Argentina.

      In addition, Argentina will agree that a final non-appealable judgment in any proceeding described above will be binding upon it and may be enforced by a suit upon such judgment in any such courts or in any other courts that may have jurisdiction over Argentina.

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      Subject to certain exceptions, the federal courts of the City of Buenos Aires will have jurisdiction over any suit, legal action or proceeding against Argentina with respect to New Securities governed by Argentine law.

Registration and Book-Entry System

      U.S. dollar-denominated New Securities (other than U.S. dollar-denominated New Securities governed by Argentine law)

      New Securities denominated or paid in U.S. dollars (other than U.S. dollar-denominated New Securities governed by Argentine law) will be represented by interests in one or more permanent global securities in fully registered form, without interest coupons attached, which will be registered in the name of a nominee for DTC and which will be deposited on or before the Settlement Date with a custodian for DTC. Financial institutions, acting as direct and indirect participants in DTC, will represent your beneficial interests in the global security. These financial institutions will record the ownership and transfer of your beneficial interests through book-entry accounts, eliminating the need for physical movement of securities.

      If you wish to hold securities through the DTC system, you must either be a direct participant in DTC or hold through a direct participant in DTC. Direct participants include securities brokers and dealers, banks, trust companies, clearing corporations and certain other organizations that have accounts with DTC. Caja de Valores is a direct participant in DTC. Euroclear and Clearstream, Luxembourg participate in DTC through their New York depositaries. Indirect participants are securities brokers and dealers, banks and trust companies that do not have an account with DTC, but that clear through or maintain a custodial relationship with a direct participant. Thus, indirect participants have access to the DTC system through direct participants.

      If you so choose, you may hold your beneficial interests in the global security through Caja de Valores, Euroclear or Clearstream, Luxembourg, or indirectly through organizations that are participants in such systems. Caja de Valores will hold their participants’ beneficial interests in the global security in its securities accounts with DTC. Euroclear and Clearstream, Luxembourg will hold their participants’ beneficial interests in the global security in their customers’ securities accounts with their depositaries. The depositaries of Euroclear and Clearstream, Luxembourg in turn will hold such interests in their customers’ securities accounts with DTC.

      The laws of some jurisdictions require that certain persons take physical delivery of securities in definitive form. Such laws may impair the ability to transfer beneficial interests in these New Securities to such persons. The SEC has on file a set of the rules applicable to DTC and its participants.

      In sum, you may elect to hold your beneficial interests in a U.S. dollar-denominated New Security (other than U.S. dollar-denominated New Securities governed by Argentine law):

  •  in the United States, through DTC;
 
  •  in Europe, through Euroclear or Clearstream, Luxembourg;
 
  •  in Argentina, through Caja de Valores; or
 
  •  through organizations that participate in such systems.

      DTC may grant proxies or authorize its participants (or persons holding beneficial interests in the global securities through these participants) to exercise any rights of a holder or take any other actions that a holder is entitled to take under the trust indenture or the New Securities. The ability of Euroclear or Clearstream, Luxembourg to take actions as a holder of New Securities or the trust indenture will be limited by the ability of their respective depositaries to carry out such actions for them through DTC. Euroclear, Clearstream, Luxembourg and Caja de Valores will take such actions only in accordance with their respective rules and procedures.

      As an owner of a beneficial interest in the global securities, you will generally not be considered the holder of any New Securities under the trust indenture for the New Securities.

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Euro-denominated New Securities

      New Securities denominated in euro will be represented by interests in one or more permanent global securities in fully registered form, without interest coupons attached, which will be registered in the name of a nominee of a common depositary of Euroclear and Clearstream, Luxembourg and which will be deposited on or before the Settlement Date with that common depositary. Financial institutions, acting as direct and indirect participants in either Euroclear or Clearstream, Luxembourg, will represent your beneficial interests in the global security. These financial institutions will record the ownership and transfer of your beneficial interests through book-entry accounts, eliminating the need for physical movement of securities.

      If you wish to hold securities through the Euroclear or Clearstream, Luxembourg system, you must either be a direct participant in Euroclear or Clearstream, Luxembourg or hold securities through a direct participant in Euroclear or Clearstream, Luxembourg. Direct participants include securities brokers and dealers, banks, trust companies, clearing corporations and certain other organizations that have accounts with Euroclear or Clearstream, Luxembourg. Caja de Valores has an account with each of these clearing systems. Indirect participants are securities brokers and dealers, banks, trust companies and trustees that do not have an account with Euroclear or Clearstream, Luxembourg, but that clear through or maintain a custodial relationship with a direct participant. Thus, indirect participants have access to the Euroclear or Clearstream, Luxembourg system through direct participants.

      The laws of some jurisdictions require that certain persons take physical delivery of securities in definitive form. Such laws may impair the ability to transfer beneficial interests in these New Securities to such persons.

      In sum, you may elect to hold your beneficial interests in euro-denominated New Securities:

  •  through Euroclear or Clearstream, Luxembourg;
 
  •  in Argentina, through Caja de Valores; or
 
  •  through organizations that participate in such systems.

      As an owner of a beneficial interest in the global securities, you will generally not be considered the holder of any New Securities under the trust indenture.

      Peso-denominated New Securities (including Quasi-pars) and U.S. dollar-denominated New Securities governed by Argentine law

      Peso-denominated New Securities (including Quasi-pars) will be registered in the name of CRYL and deposited with CRYL. You may hold a beneficial interest directly if you have an account with CRYL or indirectly through an institution that has an account with CRYL (including Caja de Valores). Each of Euroclear and Clearstream, Luxembourg holds an account with an Argentine depositary, which acts as a link with Caja de Valores. Caja de Valores has an account with CRYL.

Definitive Securities

      Argentina will issue securities in definitive form in exchange for interests in a global security only if:

  •  a clearing system located in the United States for such series of New Securities notifies Argentina that it is unwilling or unable to continue as depositary or, ceases to be a clearing agency registered under the U.S. Securities Exchange Act of 1934, as amended, (which we refer to as the “Exchange Act”), at the time it is required to be, and Argentina does not appoint a successor depositary with 90 days,
 
  •  a clearing system located outside the United States for such series of New Securities is closed for a continuous period of 14 days, announces an intention permanently to cease business or does in fact do so, or is not registered or ceases to be exempt from registration under the Exchange Act,
 
  •  at any time Argentina decides it no longer wishes to have all or part of such New Securities represented by global securities, or

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  •  the U.S.-European trustee determines, upon the advice of counsel, that it is necessary to obtain possession of such New Securities in definitive form in connection with any proceedings to enforce the rights of holders of such New Securities.

      In connection with the exchange of interests in a global security for securities in definitive form under any of the conditions described above, such global security will be deemed to be surrendered to the trustee for cancellation, and Argentina will execute, and will instruct the trustee to authenticate and deliver, to each beneficial owner identified by the relevant clearing system, in exchange for its beneficial interest in such global security, an equal aggregate principal amount of definitive securities.

      If Argentina issues definitive securities, they will have the same terms and authorized denominations as the New Securities. You will receive payment of principal and interest in respect of definitive securities at the offices of the U.S.-European trustee in New York City and, if applicable, at the offices of any other trustee paying agent appointed by the U.S.-European trustee. You may present definitive securities for transfer or exchange according to the procedures in the trust indenture at the corporate trust office of the U.S.-European trustee in New York City and, if applicable, at the offices of any other transfer agent appointed by the U.S.-European trustee.

      The Luxembourg Stock Exchange will be informed before Argentina issues definitive securities. If Argentina issues definitive securities, it will publish notices in a newspaper with general circulation in Luxembourg (which Argentina expects to be the Luxemburger Wort or the Tageblatt) announcing procedures for payments of principal and interest in respect of or transfer of definitive securities in Luxembourg.

      When you surrender a definitive security for transfer or exchange for securities of different authorized form and denomination, the U.S.-European trustee or the transfer agent, as the case may be, will authenticate and deliver to you a security or securities of the appropriate form and denomination and of the same aggregate principal amount as the security you are surrendering. You will not be charged a fee for the registration of transfers or exchanges of definitive securities. However, you may be charged for any stamp, tax or other governmental or insurance charges that must be paid in connection with the transfer, exchange or registration of transfer of definitive securities. Argentina, the U.S.-European trustee and any other agent appointed by the U.S.-European trustee or Argentina may treat the person in whose name any definitive security is registered as the owner of such security for all purposes.

      If any definitive security becomes mutilated, destroyed, stolen or lost, you can replace it by delivering the definitive security or evidence of its loss, theft or destruction to the U.S.-European trustee. Argentina and the U.S.-European trustee may require you to sign an indemnity under which you agree to pay Argentina, the U.S.-European trustee or any other agent appointed by the U.S.-European trustee for any losses they may suffer relating to the definitive security that was mutilated, destroyed, stolen or lost. Argentina and the U.S.-European trustee may also require you to present other documents or proof. After you deliver these documents, if neither Argentina nor the U.S.-European trustee has notice that a bona fide purchaser has acquired the definitive security you are exchanging, Argentina will execute, and the U.S.-European trustee will authenticate and deliver to you, a substitute definitive security with the same terms as the definitive security you are exchanging. You will be required to pay all expenses and reasonable charges associated with the replacement of this definitive security.

      In case any mutilated, destroyed, stolen or lost debt security has become or will become due and payable within 15 calendar days following its delivery to the U.S.-European trustee for replacement, Argentina may pay such definitive security instead of replacing it.

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CLEARANCE AND SETTLEMENT

      The information in this section concerning DTC, Euroclear, Clearstream, Luxembourg, Caja de Valores, and CRYL and their book-entry systems has been obtained from sources Argentina believes to be reliable. Argentina makes no representation or warranty with respect to this information, other than that it has been accurately extracted and/or summarized from those sources.

      Arrangements have been made with each of DTC, Euroclear, Clearstream, Luxembourg, Caja de Valores, and CRYL to facilitate initial issuance of each series of the New Securities. Transfers within DTC, Euroclear, Clearstream, Luxembourg, Caja de Valores, and CRYL will be in accordance with the usual rules and operating procedures of the relevant system.

      Although DTC, Euroclear, Clearstream, Luxembourg, Caja de Valores and CRYL have agreed to the following procedures to facilitate transfers of interests in any series of the New Securities among participants in DTC, Euroclear, Clearstream, Luxembourg, Caja de Valores and CRYL, as applicable, they are under no obligation to perform or to continue to perform these procedures and these procedures may be discontinued at any time. Neither Argentina nor the trustee will have any responsibilities for the performance by DTC, Euroclear, Clearstream, Luxembourg, Caja de Valores, and CRYL or their respective participants or indirect participants of their respective obligations under the rules and procedures governing their operations.

The Clearing Systems

      General information with respect to each of DTC, Euroclear and Clearstream, Luxembourg is set forth in the accompanying prospectus (See “Description of the Securities — Description of Debt Securities — Clearing Systems”).

 
           CRYL

      CRYL was created in 1996 for the registration, clearance and settlement of transactions involving Bonos del Tesoro de Argentina and other debt securities of Argentina governed by Argentine law. CRYL holds Argentine Treasury securities for its participants and facilitates the clearance and settlement of transactions through electronic book-entry changes in its participants’ accounts, thereby eliminating the need for physical movement of certificates. CRYL offers various methods for the settlement of accounts, including delivery against payment, free delivery and payment, delivery free of payment, and other methods commonly used in the major securities markets worldwide. As a service arm of the Argentine Central Bank, CRYL is subject to its regulation. Direct participants in CRYL include agents of the Mercado Abierto Electrónico and Caja de Valores.

 
           Caja de Valores

      Caja de Valores, a corporation organized under the laws of Argentina, is, with the exception of CRYL, currently the only authorized securities clearing system in Argentina. Caja de Valores is owned by The Buenos Aires Stock Exchange, Mercado de Valores and provincial exchanges and is regulated by the Comisión Nacional de Valores (the National Securities Commission of Argentina, or the “CNV”).

      Caja de Valores acts as a clearing house for securities trading, provides central depositary facilities for securities and acts as transfer and paying agent. It also handles settlement of securities transactions carried out on The Buenos Aires Stock Exchange. All securities in Caja de Valores are held on a fungible basis without attribution of specific securities to specific accounts. Accounts at Caja de Valores are opened only in the name of its participants, primarily financial institutions and stock brokers, which may, in turn, request Caja de Valores to open sub-accounts in the name of such participants’ customers. In general Caja de Valores only acts on behalf of its participants and has no direct relationship with such participants’ customers.

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Initial Settlement

          U.S. dollar-denominated New Securities (other than U.S. dollar-denominated New Securities governed by Argentine law)

      Upon the issuance of U.S. dollar-denominated New Securities (other than U.S. dollar-denominated New Securities governed by Argentine law), DTC or its custodian will credit on its internal system the respective principal amount of the individual beneficial interests represented by a book-entry security to the accounts of persons who have accounts with DTC (“DTC participants”). Ownership of beneficial interests in those New Securities will be limited to persons who have accounts with direct account holders, including Caja de Valores, Euroclear or Clearstream, Luxembourg, or indirect account holders. Ownership of beneficial interests in those New Securities will be shown on, and the transfer of that ownership will be effected only through, records maintained by DTC or its nominee, with respect to interests of direct account holders, and the records of direct account holders, with respect to interests of indirect DTC participants.

      Euroclear and Clearstream, Luxembourg will hold omnibus positions on behalf of their participants through customers’ securities accounts for Euroclear and Clearstream, Luxembourg on the books of their respective depositaries, which in turn will hold positions in customers’ securities accounts in the depositaries’ names on the books of DTC.

      The U.S. dollar-denominated New Securities (other than U.S. dollar-denominated New Securities governed by Argentine law) that Argentina will issue pursuant to the Offer will be credited to the securities custody accounts at DTC on the Settlement Date.

 
Euro-denominated New Securities

      If you receive interests in euro-denominated New Securities you must hold your euro-denominated New Securities through Euroclear or Clearstream, Luxembourg accounts or through direct participants and you must follow the settlement procedures applicable to conventional Eurobonds in registered form. Interest in those New Securities will be credited to the securities custody accounts at Euroclear and Clearstream, Luxembourg on the Settlement Date. Caja de Valores has an account with each of these clearing systems.

          Peso-denominated New Securities (including Quasi-pars) and U.S. dollar-denominated New Securities governed by Argentine law

      Peso-denominated New Securities (including Quasi-pars) and U.S. dollar-denominated New Securities governed by Argentine law will be registered in the name of CRYL and deposited with CRYL. You may hold a beneficial interest directly through an account with CRYL or indirectly through an institution that has an account with CRYL, including Caja de Valores. Each of Euroclear and Clearstream, Luxembourg has an account with an Argentine depositary, which acts as a link with Caja de Valores.

Secondary Market Trading

      Since the purchaser determines the place of delivery, it is important for you to establish at the time of a secondary market trade the location of both the purchaser’s and seller’s accounts to ensure that settlement can be made on the desired value date.

 
Trading between DTC Participants

      Secondary market trading of securities represented by the book-entry security between DTC participants will trade in DTC’s settlement system and will therefore settle in same-day funds.

 
Trading between Euroclear and/or Clearstream, Luxembourg Participants

      Secondary market trading between Clearstream, Luxembourg participants and/or Euroclear participants will be settled using the procedures applicable to conventional Eurobonds in same-day funds.

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           Trading between CRYL Participants

      Secondary market trading between CRYL participants will occur in the ordinary way in accordance with the applicable rules and operating procedures of CRYL.

 
           Trading between Caja de Valores Participants

      Secondary market trading between Caja de Valores participants will occur in the ordinary way in accordance with the applicable rules and operating procedures of Caja de Valores.

 
           Trading between DTC Seller and Clearstream, Luxembourg or Euroclear Purchaser

      When interests are to be transferred from the account of a DTC participant to the account of a Clearstream, Luxembourg participant or a Euroclear participant, the purchaser will send instructions to Clearstream, Luxembourg or Euroclear through a Clearstream, Luxembourg or Euroclear participant at least one business day prior to settlement. Clearstream, Luxembourg or Euroclear will instruct its respective depositary to receive the beneficial interest against payment. Payment will include interest accrued on the beneficial interest in the New Securities from and including the last interest payment date to and excluding the settlement date. Payment will then be made by the depositary to the DTC participant’s account against delivery of the interest in the securities. After settlement has been completed, the interest will be credited to the respective clearing system, and by the clearing system, in accordance with its usual procedures, to the Clearstream, Luxembourg participant’s or Euroclear participant’s account. The securities credit will appear the next day, European time. The cash debit will be back-valued to, and the interest of the securities will accrue from, the value date, which will be the preceding day when settlement occurs in New York. If settlement is not completed on the intended value date, that is, if the trade fails, the Clearstream, Luxembourg or Euroclear cash debit will be valued instead as of the actual settlement date.

      Clearstream, Luxembourg participants and Euroclear participants will need to make available to the respective clearing system the funds necessary to process same-day funds settlement. The most direct means of doing so is to preposition funds for settlement either from cash on hand or existing lines of credit, as participants would for any settlement occurring within Clearstream, Luxembourg or Euroclear. Under this approach, participants may take on credit exposure to Clearstream, Luxembourg or Euroclear until the interests in the New Securities are credited to their accounts one day later.

      As an alternative, if Clearstream, Luxembourg or Euroclear has extended a line of credit to a Clearstream, Luxembourg or Euroclear participant, the participant may elect not to preposition funds and allow that credit line to be drawn upon to finance settlement. Under this procedure, Clearstream, Luxembourg participants or Euroclear participants purchasing interests in the securities would incur overdraft charges for one day, assuming they cleared the overdraft when the interests in the securities were credited to their accounts. However, interest on the book-entry security would accrue from the value date. Therefore, in many cases the investment income on the interest in the New Securities earned during that one-day period may reduce or offset the amount of the overdraft charges, although this result will depend on each participant’s particular cost of funds.

      Since the settlement is taking place during New York business hours, DTC participants can employ their usual procedures for transferring securities to the respective depositaries of Clearstream, Luxembourg or Euroclear for the benefit of Clearstream, Luxembourg participants or Euroclear participants. The sale proceeds will be available to the DTC seller on the settlement date. Thus, to DTC participants, a cross-market sale transaction will settle no differently from a trade between two DTC participants.

      Finally, day traders that use Clearstream, Luxembourg or Euroclear to purchase interests in the New Securities from DTC participants for delivery to Clearstream, Luxembourg participants or Euroclear

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participants should note that these trades will automatically fail on the sale side unless affirmative action is taken. At least three techniques should be readily available to eliminate this potential problem:

  •  borrowing through Clearstream, Luxembourg or Euroclear for one day, until the purchase side of the day trade is reflected in their Clearstream, Luxembourg or Euroclear accounts, in accordance with the clearing system’s customary procedures, or
 
  •  borrowing the interests in the United States from a DTC participant no later than one day prior to settlement, which would give the interests sufficient time to be reflected in their Clearstream, Luxembourg or Euroclear account in order to settle the sale side of the trade, or
 
  •  staggering the value date for the buy and sell sides of the trade so that the value date for the purchase from the DTC participant is at least one day prior to the value date for the sale to the Clearstream, Luxembourg participant or Euroclear participant.

 
Trading between Euroclear or Clearstream, Luxembourg Seller and DTC Purchaser

      Due to time zone differences in their favor, Clearstream, Luxembourg and Euroclear participants may employ their customary procedures for transactions in which interests in the securities are to be transferred by the respective clearing system, through its respective depositary, to a DTC participant. The seller must first send instructions to Euroclear or Clearstream, Luxembourg through a participant, at least one business day prior to settlement. Clearstream, Luxembourg or Euroclear will instruct its respective depositary to credit the interest in the securities to the DTC participant’s account against payment. Payment will include interest accrued on the beneficial interest in the securities from and including the last interest payment date to and excluding the settlement date. The payment will then be reflected in the account of the Clearstream, Luxembourg participant or Euroclear participant the following day. Receipt of the cash proceeds in the Clearstream, Luxembourg or Euroclear participant’s account will be back-valued to the value date, which will be the preceding day, when settlement occurs in New York. If the Clearstream, Luxembourg or Euroclear participant has a line of credit in its clearing system and elects to draw on such line of credit in anticipation of receipt of the sale proceeds in its account, the back-valuation may reduce or offset any overdraft charges incurred over that one-day period. If settlement is not completed on the intended value date, that is, if the trade fails, receipt of the cash proceeds in the Clearstream, Luxembourg or Euroclear participant’s account would instead be valued as of the actual settlement date.

 
Trading between DTC, Euroclear, Clearstream, Luxembourg and Caja de Valores Participants

      The National Securities Commission of Argentina allows Caja de Valores to carry out clearing transactions with securities admitted to be settled through Clearstream, Luxembourg even though such securities are not physically deposited in Caja de Valores, provided that such securities must have been previously approved by the National Securities Commission of Argentina to be publicly offered in the Republic or otherwise exempted from such approval (as in the case of the New Securities).

      Accordingly, if you hold New Securities through participant accounts in Euroclear, Clearstream, Luxembourg or, in the case of the U.S. dollar-denominated New Securities (other than U.S. dollar-denominated New Securities governed by Argentine law), DTC, secondary market trading with Caja de Valores participants will be settled using the same rules and operating procedures as if you were trading with any other DTC, Euroclear or Clearstream, Luxembourg participant.

      If you are a participant in Caja de Valores, you will have to make arrangements with Caja de Valores and DTC, Euroclear or Clearstream, Luxembourg, as the case may be, to preposition funds or New Securities to complete settlement and make sure that trades will not fail.

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TAXATION

      The following discussion summarizes certain Argentine and U.S. federal income tax considerations that may be relevant to you if you exchange Eligible Securities for New Securities and invest in New Securities. This summary is based on laws and regulations in effect in Argentina and Luxembourg and laws, regulations, rulings and decisions now in effect in the United States. Any change could apply retroactively and could affect the continued validity of this summary. This discussion supplements, and to the extent that it differs, supersedes the “Taxation” section contained in the accompanying prospectus.

      This summary does not describe all of the tax considerations that may be relevant to you or your situation, particularly if you are subject to special tax rules. You should consult your tax advisor about the tax consequences of exchanging Eligible Securities for New Securities and holding New Securities, including the relevance to your particular situation of the considerations discussed below, as well as of foreign, state, local or other tax laws.

Argentine Federal Income Tax Consequences

      The following discussion summarizes certain aspects of Argentine federal taxation that may be relevant to you if you are a Non-Resident Holder of Eligible Securities and offer those Eligible Securities for exchange pursuant to the Offer. For the purposes of this summary, you are a Non-Resident Holder if you are a holder of Eligible Securities or New Securities who is an individual that is a non-resident of Argentina or a legal entity that is neither organized in, nor maintains a permanent establishment in Argentina. This summary may also be relevant to you if you are a Non-Resident Holder of New Securities in connection with the holding and disposition of the New Securities. The summary is based on Argentine laws, rules and regulations now in effect, all of which may change.

      This summary is not intended to constitute a complete analysis of the tax consequences under Argentine law of the exchange or Eligible Securities for New Securities and cash pursuant to the Offer or the receipt, ownership or disposition of the New Securities, in each case if you are a non-resident of Argentina, nor to describe any of the tax consequences that may be applicable to you if you are a resident of Argentina.

      If (a) you exchange Eligible Securities for New Securities and cash pursuant to the Offer, and (b) you are a Non-Resident Holder, the receipt of New Securities and cash will not result in any withholding or other Argentine taxes. The exchange of Eligible Securities for New Securities and cash pursuant to the Offer will not be subject to any stamp or other similar Argentine taxes.

      Under Argentine law, as currently in effect, if you are a Non-Resident Holder of New Securities, interest and principal payments on the New Securities will not be subject to Argentine income or withholding tax.

      If you are a Non-Resident Holder and you obtain capital gains resulting from any trade or disposition of New Securities, you will not be subject to Argentine income or other taxes if you have no connection with Argentina other than as a holder of an interest in New Securities.

U.S. Federal Income Tax Consequences

      The following discussion summarizes certain U.S. federal income tax consequences of the Offer that may be material to you as a U.S. Holder. You are a U.S. Holder if you are a beneficial owner of Eligible Securities that is a citizen or resident of the United States or a domestic corporation or otherwise subject to U.S. federal income tax on a net income basis in respect of the Securities. This summary does not purport to be a comprehensive description of all of the tax consequences that may be relevant to your decision to participate in the Offer, including tax consequences that arise from rules of general application to all taxpayers or to certain classes of taxpayers or that are generally assumed to be known by investors. This summary also does not address the tax consequences to (i) persons that may be subject to special treatment under U.S. federal income tax law, such as banks, insurance companies, thrift institutions, regulated investment companies, real estate investment trusts, tax-exempt organizations, traders in securities that elect to mark-to-market and dealers in securities or currencies, (ii) persons that hold Eligible Securities or will hold New Securities as part of a position in a “straddle” or as part of a “hedging,” “conversion” or other integrated investment transaction

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for U.S. federal income tax purposes, (iii) persons whose functional currency is not the U.S. dollar, (iv) persons that do not hold Eligible Securities or will not hold New Securities as capital assets or (v) persons that do not acquire New Securities pursuant to the Offer.

      This summary is based on the Internal Revenue Code of 1986, as amended (the “Code”), Treasury regulations promulgated thereunder, and administrative and judicial interpretations thereof, as of the date hereof, all of which are subject to change, possibly on a retroactive basis.

      Argentina has not sought any ruling from the Internal Revenue Service (the “IRS”) with respect to the statements made and the conclusions reached in this discussion, and there can be no assurance that the IRS will agree with all of such statements and conclusions. In addition, the discussion does not describe any tax consequences arising out of the laws of any state, local or foreign jurisdiction.

      AS DISCUSSED HEREIN, THERE IS NO DEFINITIVE GUIDANCE REGARDING THE TREATMENT OF NEW BONDS (AS SUCH TERM IS DEFINED BELOW) DENOMINATED IN PESOS OR THE GDP-LINKED SECURITIES AND, ACCORDINGLY, SUCH TREATMENT IS UNCERTAIN.

      YOU ARE URGED TO CONSULT WITH YOUR TAX ADVISORS AS TO THE PARTICULAR U.S. FEDERAL INCOME TAX CONSEQUENCES TO YOU OF THE OFFER AS WELL AS THE EFFECT OF ANY STATE, LOCAL OR FOREIGN TAX LAWS.

Consequences of Tendering your Eligible Securities

 
In General

      For U.S. federal income tax purposes, the exchange of Eligible Securities for New Securities will be considered a significant modification of the Eligible Securities, because a number of material substantive terms of the Eligible Securities (e.g., change in timing of payments, interest rate basis, yield, payment schedules or currency of denomination) will change as a result of the exchange. Under general principles of U.S. federal income tax law, a modification of the terms of a debt instrument (including an exchange of one debt instrument for another debt instrument having different terms) is a taxable event upon which gain or loss is realized only if such modification is “significant.” A modification of a debt instrument that is not a significant modification does not create a taxable event. Under applicable regulations, the modification of a debt instrument is a “significant” modification if, based on all the facts and circumstances and taking into account all modifications, other than certain specified modifications, the legal rights or obligations that are altered and the degree to which they are altered is “economically significant.” The applicable regulations also provide specific rules to determine whether certain modifications, such as a change in the timing of payments or a change in the yield of a debt instrument, are significant.

      For purposes of this summary, Discounts, Pars and Quasi-pars are collectively referred to as the “New Bonds.”

      There are no controlling authorities addressing the treatment, for U.S. federal income tax purposes, of cash payments of accrued interest made on the Settlement Date, as described in this Prospectus Supplement under “Terms of the Offer — Interest on the New Securities other than GDP-linked Securities,” (“Settlement Interest”) and, accordingly, the treatment of Settlement Interest is not certain. Argentina intends to treat Settlement Interest as interest for U.S. federal income tax purposes, including for purposes of applicable U.S. tax reporting rules. In accordance with this treatment, you would be required to include Settlement Interest in income as ordinary income in accordance with your normal method of tax accounting. Alternatively, Settlement Interest could be treated as a portion of the consideration received in the exchange of Eligible Securities for New Securities. Under this characterization, for U.S. federal income tax purposes, Settlement Interest that you receive will increase the amount realized in the exchange of New Securities for Eligible Securities. You should consult your tax advisor regarding the treatment of Settlement Interest.

      Accrued but unpaid interest on your Eligible Securities up to, but excluding, December 31, 2001, (the “Eligible Interest”) will be included in the Eligible Amount of your Eligible Securities. As a result, a portion

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of the New Securities that you receive will be treated as received in payment of such accrued but unpaid interest for U.S. federal income tax purposes and will be taxable to you as interest income, to the extent you have not previously included such amounts in income. In addition, although interest accrued on your Eligible Securities on or after December 31, 2001, will not be included in your Eligible Amount or otherwise paid pursuant to the Offer, it is possible that a portion of the New Securities that you receive will be treated as received in payment of such unpaid amounts, in which case the character of the income or loss that you realize from the Offer may differ from that described herein. You should consult your own tax advisor regarding the tax consequences that would arise from any such characterization. Except with respect to New Securities exchanged for Eligible Interest, the discussion below assumes that any New Securities that you receive will be treated as received in exchange for the Eligible Securities, not as accrued but unpaid interest.
 
Taxable Exchange

      In general, because the exchange of your Eligible Securities for New Securities will be a taxable transaction under the rules described above, you will recognize capital gain or loss in the exchange (subject to the discussion of the market discount and foreign currency rules set forth below) in an amount equal to the difference between the amount realized in the exchange and your tax basis in the Eligible Securities tendered at the time of the consummation of the Offer. Your adjusted tax basis in an Eligible Security generally will equal the amount paid therefor, increased by the amount of any market discount or OID you have previously taken into account and reduced by the amount of any amortizable bond premium previously amortized with respect to the Eligible Security and by any payments other than payments of qualified stated interest (as such term is defined below). The amount that you realize in the exchange should be equal to the sum of the issue price of the New Bonds that you receive (determined for each New Bond as described below under “— Issue Price”), the fair market value of the GDP-linked Securities that you receive and, if you tender Par Brady Bonds or Discount Brady Bonds, the Cash Value (less any amounts that are treated as attributable to accrued but unpaid interest, as described above, which will be taxable as interest income). Any such capital gain or loss will be long-term capital gain or loss if your holding period for the Eligible Securities on the date of exchange is more than one year.

      In general, if you acquired the Eligible Securities with market discount, any gain you realize in the exchange of the Eligible Securities will be treated as ordinary income to the extent of the portion of the market discount that has accrued while you held such Eligible Securities, unless you have elected to include market discount in income currently as it accrues.

      Gain or loss that you recognize in the exchange of a foreign currency-denominated Eligible Security generally will be treated as ordinary income or loss to the extent that the gain or loss is attributable to changes in exchange rates during the period in which you held the security. If the amount of ordinary loss that you recognize in these circumstances exceeds certain specified thresholds, you may be required to comply with special rules that require that such amounts be reported to the IRS. You should consult with your tax advisor regarding the possible application of these reporting requirements.

      Certain of the Eligible Securities are in bearer form. If you hold any Eligible Securities in bearer form, gain you recognize in the exchange of such Eligible Securities may be treated as ordinary income, and you may not be permitted to deduct any loss you recognize, unless you hold such Eligible Securities in accordance with certain procedures specified in applicable Treasury regulations. If you hold Eligible Securities in bearer form, you are encouraged to consult with your tax advisor regarding the possible application of these rules.

      If you hold Eligible Securities that were subject to the Treasury regulations applicable to contingent payment debt instruments, gain you recognize in the exchange of such Eligible Securities would be treated as ordinary income.

      Your initial tax basis in the New Securities will be equal to their issue price (determined as described under “— Issue Price” below). Your holding period with respect to such New Securities will begin the day following the consummation of the Offer.

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Issue Price

      As discussed above under “— Consequences of Tendering Your Eligible Securities — Taxable Exchange,” the amount you realize with respect to your tender of Eligible Securities will include the issue price of the New Bonds received in the exchange. Your initial tax basis in such New Bonds also will be equal to their issue price.

      The issue price of a New Bond generally will be equal to the fair market value of such New Bond, determined as of the date of the exchange, if a substantial amount of the New Bonds of the relevant Series is “traded on an established market” for U.S. federal income tax purposes (generally meaning that the New Bonds are listed on a major securities exchange, appear on a quotation medium of general circulation or otherwise are readily quotable by dealers, brokers or traders) during the 60-day period ending 30 days after the date of the exchange. If a substantial amount of a Series of New Bonds is not “traded on an established market,” but the Eligible Securities delivered in exchange for such New Bonds are so traded, the issue price of the relevant New Bonds will be the fair market value of such Eligible Securities. Argentina expects that, for U.S. federal income tax purposes, the New Bonds, other than the Quasi-pars, will be traded on an established market. Therefore, Argentina anticipates that the issue price of the New Bonds, other than the Quasi-pars, will be their fair market value as of the date of the exchange.

      The Quasi-pars will not be transferable during the first year following their issue date. Argentina expects, however, that a substantial amount of Quasi-pars will be issued in exchange for Eligible Securities that are traded on an established market. Accordingly, the issue price of the Quasi-pars should be the fair market value of the Eligible Securities transferred in exchange for the Quasi-pars on the date of the exchange. Because of the large number and multiple types of Eligible Securities, it is possible that not all of the Eligible Securities will have the same fair market value as of the date of the exchange. The relevant Treasury regulations do not specifically address how the issue price should be determined in this situation. Therefore, the determination of the issue price of the Quasi-pars as well as the amount realized as a result of the exchange of Eligible Securities for Quasi-pars may be subject to some degree of uncertainty. For purposes of reporting OID on the Quasi-pars, Argentina intends to exercise its discretion in determining the most appropriate amount of such fair market value. You should determine your amount realized and report OID on the Quasi-pars based on such price. If you believe that the correct issue price of the Quasi-pars differs from this reported amount, you may be able to take the position that the issue price and, accordingly, your tax basis in the Quasi-pars should be such differing amount, which would affect the amount you realize in the Offer and your accrual of income on the New Securities. However, Argentina will file information reports with the IRS based solely on its determination of the issue price, and not on any different issue price determined by you or any other holder. You are urged to consult your tax advisor regarding the determination of the issue price on the Quasi-pars.

Consequences of Holding the New Securities

 
Qualified Stated Interest and Original Issue Discount on the New Bonds

      The following discussion of the treatment of qualified stated interest and OID is subject to the discussion below under “— Peso-denominated Pars, Peso-denominated Discounts and Quasi-pars” to the extent applicable to the New Bonds that are peso-denominated.

      In general, for U.S. federal income tax purposes you will include “qualified stated interest” (as defined below), if any, payable on the New Bonds, in gross income at the time that such payments are accrued or are received, in accordance with your usual method of tax accounting. If you use the cash method of tax accounting and you receive payments of interest pursuant to the terms of a New Bond in a foreign currency, the amount of interest income you will realize will be the U.S. dollar value of the foreign currency payment based on the exchange rate in effect on the date you receive the payment, regardless of whether you convert the payment into U.S. dollars. If you are an accrual-method U.S. Holder, the amount of interest income you will realize will be based on the average exchange rate in effect during the interest accrual period (or with respect to an interest accrual period that spans two taxable years, at the average exchange rate for the partial period within the taxable year). Alternatively, as an accrual-method U.S. Holder, you may elect to translate all interest income on foreign currency-denominated bonds at the spot rate on the last day of the accrual

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period (or the last day of the taxable year, in the case of an accrual period that spans more than one taxable year) or on the date that you receive the interest payment if that date is within five business days of the end of the accrual period. If you make this election, you must apply it consistently to all debt instruments from year to year and you cannot change the election without the consent of the IRS. If you are an accrual-method U.S. Holder, you will recognize foreign currency gain or loss on the receipt of a foreign currency interest payment if the exchange rate in effect on the date the payment is received differs from the rate applicable to a previous accrual of that interest income. This foreign currency gain or loss will be treated as ordinary income or loss, but generally will not be treated as an adjustment to interest income received on the New Bond.

      The New Bonds will be issued with OID for U.S. federal income tax purposes. As discussed in more detail below, you will be required to include OID on the New Bonds in your gross income in advance of the receipt of cash payments on such bonds. The amount of OID with respect to the New Bonds will be equal to the excess of (i) the stated redemption price at maturity of the New Bonds, over (ii) the issue price of the New Bonds, determined as discussed above under “— Consequences of Tendering Your Eligible Securities — Issue Price.” A New Bond’s stated redemption price at maturity is the sum of all payments due under the New Bond other than payments of qualified stated interest.

      Qualified stated interest is stated interest that is unconditionally payable in cash or in property at least annually at a single fixed rate. Accordingly, only interest payable at a rate equal to the lowest stated interest rate on the Pars (1.33 percent for U.S. dollar-denominated Pars or 1.20 percent for Euro-denominated Pars) will be treated as qualified stated interest on the Pars. Only interest payable at a rate equal to the lowest stated interest rate payable on a current basis on the Discounts (3.97 percent for U.S. dollar-denominated Discounts or 3.75 percent for Euro-denominated Discounts) will be treated as qualified stated interest on the Discounts. Because interest payable on the Quasi-pars is not unconditionally payable at least annually, none of the interest on the Quasi-pars will be treated as qualified stated interest. All payments or accruals of stated interest in excess of the qualified stated interest of the New Bonds will be included in the stated redemption price at maturity of the New Bonds thereby increasing the amount of OID on such bonds.

      In general, if you hold New Bonds you will be required to include OID in gross income under a constant-yield method over the term of the New Bonds in advance of cash payments attributable to such income, regardless of whether you are a cash or accrual method taxpayer, and without regard to the timing or amount of any actual payments. Under this treatment, you will include in ordinary gross income the sum of the “daily portions” of OID on the New Bonds for all days during the taxable year that you own the New Bonds. The daily portions of OID on a New Bond are determined by allocating to each day in any accrual period a ratable portion of the OID allocable to that accrual period. Accrual periods may be of any length and may vary in length over the term of the New Bonds, provided that no accrual period is longer than one year and each scheduled payment of principal or interest occurs on either the final day or the first day of an accrual period. The amount of OID on a New Bond allocable to each accrual period will be determined by multiplying the “adjusted issue price” (as defined below) of the New Bond at the beginning of the accrual period by the “yield to maturity” (as defined below) of such New Bond and subtracting from that product the amount of any qualified stated interest. The total amount of OID on a New Bond will be equal to the excess of all payments on the New Bonds other than qualified stated interest. The amount of OID that you will be required to take into account will be reduced by the amount of any acquisition premium. See “— Acquisition Premium on the New Bonds.”

      The “adjusted issue price” of a New Bond at the beginning of any accrual period will generally be the sum of its issue price, including any amounts of interest on the New Bonds accrued before the issuance of the bonds and after June 30, 2004, and the amount of OID allocable to all prior accrual periods, reduced by the amount of payments made on the New Bond other than qualified stated interest. The “yield to maturity” of a New Bond will be the discount rate (appropriately adjusted to reflect the length of accrual periods) that causes the present value of all payments on the New Bond, including any payments of principal payable prior to the maturity of the New Bond, to equal the issue price of such bond. Your initial tax basis in a New Bond, determined as described above under “— Consequences of Tendering your Eligible Securities — Issue Price,” will be increased over time by the amount of OID included in your gross income and decreased by the amount of payments on the New Bonds other than payments of qualified stated interest.

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      If you hold a foreign currency-denominated New Bond, you should determine the U.S. dollar amount includible as OID for each accrual period by (i) calculating the amount of OID allocable to each accrual period in the foreign currency using the constant-yield method described above and (ii) translating that foreign currency amount at the average exchange rate in effect during that accrual period (or, with respect to an interest accrual period that spans two taxable years, at the average exchange rate for each partial period). Alternatively, you may translate the foreign currency amount at the spot rate of exchange on the last day of the accrual period (or the last day of the taxable year, for an accrual period that spans two taxable years) or at the spot rate of exchange on the date of receipt, if that date is within five business days of the last day of the accrual period, provided that you have made the election described above. Because exchange rates may fluctuate, if you hold a foreign currency-denominated New Bond, you may recognize a different amount of OID income in each accrual period than would be the case if you were the holder of an otherwise similar bond denominated in U.S. dollars. Under these rules, upon the receipt of an amount attributable to OID (whether in connection with a payment of an amount that is not qualified stated interest or the sale or retirement of the New Bond), you will recognize ordinary income or loss measured by the difference between the amount received (translated into U.S. dollars at the exchange rate in effect on the date of receipt or on the date of disposition of the New Bond, as the case may be) and the amount accrued (using the exchange rate applicable to such previous accrual).

      If your initial tax basis in a New Bond is less than its remaining redemption amount (i.e., the total of all future payments to be made on the bond other than payments of qualified stated interest), but greater than its adjusted issue price, you will be entitled to reduce your periodic inclusions of OID to reflect the premium paid over the adjusted issue price.

      Because Argentina has undertaken to repurchase New Bonds under certain conditions (as described above under “Repurchase of New Securities and Other Debt Obligations with Excess Payment Capacity”), the IRS could possibly assert that the New Bonds should be treated as contingent payment debt instruments for U.S. federal income tax purposes. Although the matter is not entirely free from doubt, Argentina’s undertaking should not cause the New Bonds to be treated as contingent payment debt instruments for such purposes. If the IRS were to successfully assert that the New Bonds should be treated as contingent payment debt instruments, the timing and character of your income with respect to the New Bonds could be affected. You should consult your tax advisor concerning the possibility that the New Bonds might be treated as contingent payment debt instruments for U.S. federal income tax purposes.

 
Peso-denominated Pars, Peso-denominated Discounts and Quasi-pars

      Because the peso-denominated Pars, the peso-denominated Discounts and the Quasi-pars (collectively referred to as the “Indexed Bonds” solely for purposes of this sub-section “— Peso-denominated Pars, Peso-denominated Discounts and Quasi-pars”) will be issued after October 29, 2004, they will be treated as “nonfunctional currency contingent payment debt instruments” for U.S. federal income tax purposes. As a result, the Indexed Bonds will be subject to special OID rules that were recently finalized and you will be required to accrue income on the Indexed Bonds as generally set forth below. The rules applicable to nonfunctional currency contingent payment debt instruments are complex, and you should consult with your tax advisor with respect to the application of these rules to the Indexed Bonds. The following discussion only applies to U.S. holders that invest in the Indexed Notes by participating in the Offer. If you purchased Indexed Bonds in the secondary market, you should consult with your tax advisor.

      Argentina will be required to determine a “comparable yield” for each of the Indexed Bonds that takes into account the yield at which Argentina could issue a fixed rate debt instrument with terms similar to those of such Indexed Bond (including the level of subordination, term, timing of payments and general market conditions, but excluding any adjustments for liquidity or the riskiness of the contingencies with respect to the Indexed Bond), determined in Argentine pesos. The comparable yield for the Indexed Bonds will be greater than the stated interest rate with respect to such Indexed Bonds.

      Solely for purposes of determining the amount of interest income that you will be required to accrue, Argentina will be required to construct a “projected payment schedule” in respect of each Indexed Bond,

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determined in Argentine pesos, representing a series of payments the amount and timing of which would produce a yield to maturity on such Indexed Bond equal to the comparable yield. NEITHER THE COMPARABLE YIELD NOR THE PROJECTED PAYMENT SCHEDULE CONSTITUTES A REPRESENTATION BY ARGENTINA REGARDING THE ACTUAL AMOUNT THAT THE INDEXED BONDS WILL PAY. For U.S. federal income tax purposes, you are required to use the comparable yield and the projected payment schedule established by Argentina in determining interest accruals and adjustments in respect of an Indexed Bond, unless you timely disclose and justify the use of other estimates to the IRS. The comparable yield and projected payment schedule for each Indexed Bond will be reported to the IRS and, in addition, may be obtained by contacting the National Director of the National Bureau of Public Debt, at the Ministry of Economy and Production of Argentina, H. Yrigoyen 250, C1086AAB, Buenos Aires, Argentina, email: oncp@mecon.gov.ar, tel. (5411) 4349 6249.

      Based on the comparable yield and the issue price of the Indexed Bonds and regardless of your accounting method, you will be required to accrue as OID the sum of the daily portions of interest on the Indexed Bond for each day in the taxable year on which you held the Indexed Bond, translated into U.S. dollars (as described in the following paragraph) and adjusted upward or downward to reflect the difference, if any, between the actual and the projected amount of any contingent payments on the Indexed Bond (as set forth below). The daily portions of interest in respect of an Indexed Bond are determined by allocating to each day in an accrual period the interest on the Indexed Bond that accrues in the accrual period. The amount of interest on an Indexed Bond that accrues in an accrual period is the product of the comparable yield on the Indexed Bond (adjusted to reflect the length of the accrual period) and the adjusted issue price of the Indexed Bond. The adjusted issue price of an Indexed Bond will be denominated in Argentine pesos and at the beginning of the first accrual period will equal its issue price and for any accrual period thereafter will be (x) the sum of the issue price of such Indexed Bond and any interest you previously accrued thereon (disregarding any positive or negative adjustments) minus (y) the projected amount of any payments on the Indexed Bond for previous accrual periods.

      The amount of interest income you will realize will be based on the average exchange rate in effect during the interest accrual period (or with respect to an interest accrual period that spans two taxable years, at the average exchange rate for the partial period within the taxable year). Alternatively, you may elect to translate all interest income on foreign currency-denominated bonds at the spot rate on the last day of the accrual period (or the last day of the taxable year, in the case of an accrual period that spans more than one taxable year) or on the date that you receive the interest payment if that date is within five business days of the end of the accrual period. If you make this election, you must apply it consistently to all debt instruments from year to year and you cannot change the election without the consent of the IRS.

      You will be required to recognize interest income equal to the amount of any positive adjustment (i.e., the excess of actual payments over projected payments) in respect of an Indexed Bond for a taxable year, translated into U.S. dollars at the spot rate on the last day of the taxable year in which the adjustment is taken into account. A negative adjustment (i.e., the excess of projected payments over actual payments) in respect of an Indexed Bond for a taxable year (i) will first reduce the amount of interest in respect of the Indexed Bond that you would otherwise be required to include in income in the taxable year and (ii) to the extent that the negative adjustment exceeds the amount described in (i), will give rise to an ordinary loss, up to the amount by which your total interest inclusions on the debt instrument in prior taxable years exceed the total amount of your net negative adjustments treated as ordinary loss on the debt instrument in prior taxable years. The amount of a negative adjustment offset against any accrued but unpaid interest on an Indexed Bond will be translated into U.S. dollars at the same rate at which such interest was accrued. To the extent a net negative adjustment exceeds the amount of accrued but unpaid interest, the negative adjustment will be treated as offsetting interest that has accrued and been paid on such Indexed Bond and will be translated into U.S. dollars at the spot rate on the date the Indexed Bond was issued. A negative adjustment is not subject to the two percent floor limitation imposed on miscellaneous deductions under Section 67 of the Internal Revenue Code. Any negative adjustment in excess of the amounts described above in (i) and (ii) will be carried forward first to offset future interest income in respect of the Indexed Bond and then, if applicable, to reduce the amount realized on a sale, exchange or retirement of the Indexed Bond, in Argentine pesos.

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      Upon a sale, exchange or retirement of an Indexed Bond, you generally will recognize taxable gain or loss equal to the difference between the amount realized on the sale, exchange or retirement and your tax basis in the Indexed Bond, both translated into U.S. dollars as described below. Your tax basis in an Indexed Bond will equal (i) the cost thereof (translated into U.S. dollars at the spot rate on the issue date), (ii) increased by the amount of interest income you previously accrued in respect of the Indexed Bonds (disregarding any positive or negative adjustment and translated into U.S. dollars using the exchange rate applicable to such interest) and (iii) decreased by the projected amount of all prior payments in respect of the Indexed Bond. The U.S. dollar amount of the projected payments described in clause (iii) of the preceding sentence is determined by (i) first allocating the payments to the most recently accrued interest to which prior amounts have not already been attributed and translating such amounts into U.S. dollars at the rate at which the interest was accrued and (ii) then allocating any remaining amount to principal and translating such amounts into U.S. dollars at the spot rate on the date the instrument was issued (or, if later, acquired). For this purpose, any accrued interest reduced by a negative adjustment carryforward will be treated as principal. Your amount realized will equal the amount of cash and the fair market value (denominated in Argentine pesos) of property, if any, that you receive. If you hold an Indexed Note until its scheduled maturity, the U.S. dollar equivalent of the amount realized will be determined by separating such amount realized into principal and one or more interest components, based on the principal and interest comprising your basis, with the amount realized allocated first to interest (and allocated to the most recently accrued amounts first) and any remaining amounts allocated to principal. The U.S. dollar equivalent of the amount you realize upon a sale, exchange or unscheduled retirement of an Indexed Note will be determined in a similar matter, but will first be allocated to principal and then any accrued interest (and will be allocated to the earliest accrued amounts first). Each component of the amount realized will be translated into U.S. dollars using the exchange rate used with respect to the corresponding principal or accrued interest. The amount of any gain realized upon a sale, exchange or unscheduled retirement of an Indexed Note will be equal to the excess of the amount realized over your tax basis, both expressed in Argentine pesos, and will be translated into U.S. dollars using the spot rate on the payment date. You generally will treat any gain as interest income, and any loss as ordinary loss to the extent of the excess of previous interest inclusions over the total negative adjustments previously taken into account as ordinary losses, and the balance as capital loss.

      You will also recognize foreign currency gain or loss on the receipt of Argentine pesos if the exchange rate in effect on the date the payment is received differs from the rate applicable to the principal or a previous accrual that such payment is allocable to. This foreign currency gain or loss will be treated as ordinary income or loss, but generally will not be treated as an adjustment to any interest income or loss otherwise recognized with respect to the note.

      In the event that consumer prices in Argentina increase by more than 100% on a cumulative basis over the three-year period ending on December 31st of any year, the Indexed Bonds may be subject to special rules that differ from the rules described above. You should consult your tax advisor concerning the potential effects of consumer prices in Argentina on the tax treatment of Indexed Bonds.

 
GDP-linked Securities

      No rules specifically address the taxation of instruments with no principal amount, the payments of which are solely based on a formula linked to the growth of the gross domestic product (or of the earnings) of the issuer and that do not contemplate nor guarantee repayment of principal. Notwithstanding this, because the GDP-linked Securities provide for payments at annual intervals that, subject to the discussion below, can be described as calculated by reference to a specified index (the gross domestic product of Argentina, or “GDP”) on a notional amount in exchange for specified consideration (a portion of the Eligible Securities tendered in the Offer), it would be reasonable to treat the GDP-linked Securities as financial instruments subject to the rules governing notional principal contracts (the “NPC rules”). In order to qualify as a notional principal contract, the determination of the amount of the payments under the GDP-linked Securities must be based on current, objectively determinable economic information that is not within the control of the issuer (a “specified index”). It is not clear whether the GDP can be treated as a specified index. Argentina, however, will treat the GDP-linked formula as a specified index for purposes of this disclosure. In accordance with this

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characterization, while the matter is not free from doubt, the GDP-linked Securities should be subject to the rules applicable to “caps” under the NPC rules. Notwithstanding this, the IRS could take the view that the GDP-linked Securities would not qualify as notional principal contracts under the NPC rules, which could affect the timing and character of income recognized with respect to the GDP-linked Securities. You are urged to consult your tax advisor as to the federal income tax treatment of the acquisition, ownership and disposition of the GDP-linked Securities.

      Under the suggested characterization of the GDP-linked Securities described in the preceding paragraph, the portion of the issue price of the New Securities you acquired that is attributable to the GDP-linked Securities (as described above) should be treated as the purchase price or premium that you paid to receive payments under the GDP-linked Securities. You should allocate the purchase price or premium of the GDP-linked Securities to the payments that may be made over the term of the GDP-linked Securities. For this purpose, you should allocate your purchase price to each payment under the GDP-linked Securities based on the prices of a series of cash-settled options contracts with respect to each such payment. The amount you realize with respect to payments on the GDP-linked Securities received should be reduced by the portion of the purchase price allocated to each such payment.

      Regardless of your method of accounting, at the end of your taxable year, you should recognize the ratable daily portion of any payment under the GDP-linked Securities and any relevant portion of the purchase price, as described above, allocable to such taxable year. If the amount of a payment is not yet determinable at the end of your taxable year, then you should generally recognize the ratable daily portion of such payment calculated based on the value of GDP as of the last day of your taxable year. If you determine that the value of GDP as of the end of the taxable year does not provide a reasonable estimate of GDP that will apply as of the next payment date, then you may use a reasonable estimate of GDP, provided that you use the same method to reasonably estimate GDP consistently each year and use such estimate for all purposes, including for purposes of financial reports to equity holders and creditors. Any difference between the actual payment and the estimated payment described above should be taken into account as an adjustment to the income or loss from the GDP-linked Securities in the taxable year during which the payment becomes fixed. All amounts that you recognize with respect to the GDP-linked Securities should be treated as ordinary income or loss, as the case may be.

 
Sale, Exchange or Disposition of New Securities; Scheduled Amortization

      You will generally recognize gain or loss on the sale, exchange or other disposition of the New Securities in an amount equal to the difference between the amount you realize on such sale, exchange or other disposition (less any accrued qualified stated interest, which will be taxable as interest income) and your tax basis in the New Securities. Except as discussed below with respect to foreign currency gain or loss, the gain or loss that you recognize on the sale, exchange or retirement of a New Security generally will be capital gain or loss and will be long-term capital gain or loss if you have held the New Security for more than one year on the date of disposition.

      Notwithstanding the foregoing, the gain or loss that you recognize on the sale, exchange or retirement of a New Security denominated in foreign currency generally will be treated as ordinary income or loss to the extent that the gain or loss is attributable to changes in exchange rates during the period in which you held the foreign currency New Security. This foreign currency gain or loss will not be treated as an adjustment to interest income that you receive on a New Bond.

      Your initial tax basis in a foreign currency-denominated New Security will be the U.S. dollar value of the issue price of the foreign currency-denominated New Bond or of the fair market value of a GDP-linked Security on its issue date calculated at the exchange rate in effect on that date. If you sell or exchange a New Security for a foreign currency, or receive foreign currency on the retirement of a New Bond, the amount you will realize for U.S. tax purposes generally will be the U.S. dollar value of the foreign currency that you receive calculated at the exchange rate in effect on the date the foreign currency-denominated New Security is disposed of or retired.

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      Any principal payment on a New Bond prior to the maturity of such New Bond made pursuant to its amortization schedule will constitute a return of capital and your tax basis in the New Bond generally will be reduced by the amount of such payment. If such amount is denominated in foreign currency, the amount of such payment generally will be the U.S. dollar value of the foreign currency that you receive calculated at the exchange rate in effect on the date you receive such payment. You will recognize exchange gain or loss to the extent such amount differs from the U.S. dollar value of such foreign currency amount as of the date you acquired the New Bond.

Non-U.S. Holders

      Subject to the discussion of backup withholding below, if you are, with respect to the United States, a foreign corporation or nonresident alien individual (a “Non-U.S. Holder”), the interest income, other ordinary income and gains that you derive in respect of the Eligible Securities and the New Securities generally will be exempt from U.S. federal income taxes, including withholding tax. However, to receive this exemption you may be required to satisfy certain certification requirements (described below under “Backup Withholding and Information Reporting”) of the IRS to establish that you are a Non-U.S. Holder.

      Even if you are a Non-U.S. Holder, you may still be subject to U.S. federal income taxes on any interest income, including OID, or other ordinary income you derive in respect of the New Securities if:

  •  you are an insurance company carrying on a U.S. insurance business to which such income is attributable within the meaning of the Code, or
 
  •  with respect to interest income, including OID, you have an office or other fixed place of business in the United States to which such income is attributable and the income either

  –  is derived in the active conduct of a banking, financing or similar business within the United States, or
 
  –  is received by a corporation the principal business of which is in trading stocks or securities for its own account and you are otherwise engaged in a U.S. trade or business.

      If you are a Non-U.S. Holder, any gain you realize on a sale or exchange of the Eligible Securities or the New Securities generally will be exempt from U.S. federal income tax, including withholding tax, unless:

  •  such gain is effectively connected with the conduct of your trade or business within the United States, or
 
  •  if you are an individual, you are present in the United States for a total of 183 days or more during the taxable year in which such gain is realized and either

  –  such gain is attributable to your office or fixed place of business maintained in the United States, or
 
  –  you have a tax home in the United States.

Backup Withholding and Information Reporting

      In general, information reporting requirements will apply to the accrual of OID and to payments in respect of the Eligible Securities or the New Bonds and annual payments of $600 or more in a taxable year in respect of the GDP-linked Securities, within the United States if you are not a corporation, and backup withholding will apply to such payments if you fail to provide an accurate taxpayer identification number or you are notified by the IRS that you have failed to report all interest and dividends required to be shown on your federal income tax return.

      Backup withholding and information reporting will not apply to payments made by Argentina or any agent thereof (acting in such capacity) to you if you are a Non-U.S. Holder so long as either (i) if you are the beneficial owner, you certify to Argentina or its agent, under penalties of perjury, that you are a Non-U.S. Holder and provide your name, address and taxpayer identification number or (ii) you have otherwise established an exemption, and provided that neither Argentina nor its agent has actual knowledge that you are not a Non-U.S. Holder or that the conditions of any exemption are not in fact satisfied.

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      Backup withholding and information reporting will not apply to the sale of New Securities effected outside the United States by a foreign office of a foreign broker, provided that such broker (i) derives less than 50 percent of its gross income for certain periods from the conduct of a trade or business in the United States, (ii) is not a controlled foreign corporation for United States federal income tax purposes and (iii) is not a foreign partnership that, at any time during its taxable year, is 50 percent or more (by income or capital interest) owned by U.S. persons or is engaged in the conduct of a U.S. trade or business. If you receive payments of such amounts outside the United States from a foreign office of any other broker, the payment will not be subject to backup withholding tax, but will be subject to information reporting requirements unless (i) you are the beneficial owner and such broker has documentary evidence in its records that you are a Non-U.S. Holder or (ii) you otherwise establish an exemption, and provided that the broker does not have actual knowledge that you are not a Non-U.S. Holder or that the conditions of any exemption are not in fact satisfied.

Luxembourg Tax Consequences

      The following is a discussion of the material Luxembourg tax consequences with respect to the New Securities. The summary does not purport to be a comprehensive description of all of the tax considerations that may be relevant to any particular holder of New Securities, and does not purport to include tax considerations that arise from rules of general application or that are generally assumed to be known to holders of New Securities. It is not intended to be, nor should it be construed to be, legal or tax advice. This discussion is based on Luxembourg law as it stands on the date of this prospectus supplement and is subject to any change in law that may take effect after such date. Prospective investors in the New Securities should therefore consult their own professional advisers as to the effects of state, local or foreign laws, including Luxembourg tax law, to which they may be subject.

 
           Withholding Tax

      Under Luxembourg tax law currently in effect, there is no withholding tax for Luxembourg resident and non-resident holders of the New Securities on payments of interest (including accrued but unpaid interest). There is also no Luxembourg withholding tax payable on payments received upon redemption or repayment of the principal or upon an exchange of the New Securities.

 
           Income Deriving from the New Securities
 
           Non-Resident Holders

      Non-Luxembourg holders of the New Securities who are non-resident of Luxembourg and who do not hold the New Securities through a permanent establishment in Luxembourg are not liable to any Luxembourg income tax, whether they receive payments of principal, payments of interest (including accrued but unpaid interest), payments received upon redemption, repurchase or exchange of the New Securities, or realize capital gains on the sale of the New Securities.

 
           Resident Holders – General

      Holders of the New Securities will not become residents, or be deemed to be resident in Luxembourg by reason only of the holding of the New Securities.

      Holders of the New Securities who are tax residents in Luxembourg, or non-resident holders of the New Securities who have a permanent establishment or permanent representative in Luxembourg to which or to whom the New Securities are attributable, must for income tax purposes include any interest and other income received or accrued on the New Securities in their taxable income. They will not be liable to any Luxembourg income tax on repayment of principal.

 
           Luxembourg Resident Individuals

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disposal precedes their acquisition or they are disposed of within six months of the date of their acquisition. Upon a repurchase, redemption or exchange of New Securities, Luxembourg resident individual holders of the New Securities must however include the portion of repurchase, redemption or exchange price corresponding to accrued but unpaid interest in their taxable income. Luxembourg resident individual holders of New Securities who hold New Securities as business assets are subject to tax as described in relation to “— Luxembourg Resident Companies” below.
 
           Luxembourg Resident Companies

      Luxembourg resident companies (sociétés de capitaux), holding New Securities, or foreign entities of the same type who have a permanent establishment or permanent representative in Luxembourg to which or to whom the New Securities are attributable, must include in their taxable income the difference between the sale, repurchase, redemption or exchange price (including accrued but unpaid interest) and the lower of the cost or book value of the New Securities sold, repurchased, redeemed or exchanged.

 
           Luxembourg Companies Benefiting from a Special Tax Regime

      A Luxembourg resident holder of the New Securities that is governed by any of the following: (i) the law of 31 July 1929 on pure holding companies and (ii) the laws of 30 March 1988, 19 July 1991 and of 20 December 2002 on undertakings for collective investment will not be subject to any Luxembourg income tax in respect of interest received or accrued on the New Securities, or on gains realized on the sale or disposal of New Securities.

 
           Net Wealth Tax

      Luxembourg net wealth tax will not be levied on a holder of the New Securities, unless (i) such holder is an individual Luxembourg resident or (ii) such New Securities are attributable to an enterprise or part thereof which is carried on in Luxembourg or through a permanent establishment or a permanent representative of a non-resident company in Luxembourg. In such a case, the holder of New Securities must take the New Securities into account for the purposes of Luxembourg wealth tax, except if the holder of New Securities is governed by any of the following: (i) the law of 31 July 1929 on pure holding companies; (ii) the laws of 30 March 1988, 19 July 1991 and of 20 December 2002 on undertakings for collective investment; (iii) the law of 22 March 2004 on securitization; and (iv) the law of 15 June 2004 on the investment company in risk capital.

 
           Other Tax Consequences
 
           Stamp Taxes and Transfer Taxes

      There is no Luxembourg registration tax, stamp duty or any other similar tax or duty payable in Luxembourg by the holders of the New Securities as a consequence of the issuance of the New Securities, nor will any of these taxes be payable as a consequence of a subsequent transfer, repurchase or redemption of the New Securities.

 
           Gift Taxes

      No estate or inheritance tax is levied on the transfer of New Securities upon death of a holder of New Securities in cases where the deceased was not a resident of Luxembourg for inheritance tax purposes and no gift tax is levied upon a gift of New Securities if the gift is not passed in front of a Luxembourg notary or recorded in a deed registered in Luxembourg. Where a holder of New Securities is a resident for tax purposes of Luxembourg at the time of his death, the New Securities are included in its taxable estate for inheritance tax or estate tax purposes.

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Proposed EU Savings Income Taxation Directive

      The EU Council of Economic and Finance Ministers has adopted a directive regarding the taxation of savings income in the form of interest payments (Council Directive 2003/48/EC of 3 June 2003). Subject to a number of important conditions being met, Member States will be required from a date not earlier than 1 July 2005 to provide to the fiscal authorities of another Member State details of payments of interest or similar income made by a person within its jurisdiction to, or collected by such a person for, an individual resident in that other Member State, except that Belgium, Luxembourg and Austria may instead operate a withholding system in relation to such payments, deducting tax at rates rising over time from 15 percent to 35 percent, unless the holder has elected for disclosure.

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PLAN OF DISTRIBUTION

      Argentina has entered into a dealer manager agreement dated December 17, 2004, with Barclays Capital Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated and UBS Securities LLC as the international joint dealer managers, which we refer to as the international dealer manager agreement.

      Pursuant to the international dealer manager agreement, Argentina has:

  •  retained the international joint dealer managers to act, directly or through affiliates, on behalf of Argentina as international joint dealer managers in connection with the Offer. The scope of the services to be provided by the international joint dealer managers extends to all Eligible Securities other than those held by Argentine institutional investors as of December 31, 2004, registered with Caja de Valores or any other clearing system located in Argentina as of such date, or governed by Japanese law. We refer to such Eligible Securities as “DMA Eligible Securities,”
 
  •  agreed to pay the international joint dealer managers a placement fee equal to 0.275% of the aggregate principal amount of Placement Eligible Securities (as defined below) that are exchanged pursuant to the Offer, net of certain retainer fees paid to the international joint dealer managers in connection with the offer,
 
  •  agreed to pay the international joint dealer managers an incentive fee of 0.35% of the aggregate principal amount of Placement Eligible Securities that are exchanged pursuant to the Offer, net of the placement fee referred to in the preceding bullet point and certain retainer fees paid to the international joint dealer managers in connection with the Offer, if holders of at least 66 2/3% of the aggregate principal amount of Eligible Securities (other than those held by Argentine institutional investors as of December 31, 2004, or governed by Japanese law) exchange their Eligible Securities. Any Eligible Securities (other than those held by Argentine institutional investors as of December 31, 2004, or governed by Japanese law) that are exchanged in any clean-up transaction (as defined below) shall be included in the calculation to determine whether such fee incentive threshold has been reached,
 
  •  if during the six-month period beginning the day following the Settlement Date (which period may be extended by an additional six months if, not later than five New York business days before the end of such six-month period, more than 40% of the aggregate principal amount of Eligible Securities (other than those held by Argentine institutional investors as of December 31, 2004, or governed by Japanese law) have been exchanged), Argentina shall complete an offer to exchange DMA Eligible Securities for New Securities (any such transaction, a “clean-up transaction”), agreed to pay the international joint dealer managers 0.275% of the aggregate principal amount of Placement Eligible Securities that are exchanged pursuant to any clean-up transaction,
 
  •  agreed to reimburse the international joint dealer managers for certain expenses, including the reimbursement of legal fees, in connection with the Offer, and
 
  •  agreed to indemnify the international joint dealer managers and their affiliates against certain liabilities, including without limitation, liabilities under the Act.

      “Placement Eligible Securities” are Eligible Securities tendered pursuant to the Offer other than:

  •  Eligible Securities tendered by Argentine institutional investors on or prior to the Expiration Date (or the expiration date of any clean-up transaction, if applicable),
 
  •  Eligible Securities tendered through Caja de Valores on or prior to the Expiration Date (or the expiration date of any clean-up transaction, if applicable), and
 
  •  Eligible Securities governed by Japanese law.

      At any given time, the international dealer managers may trade the Eligible Securities or other debt securities of Argentina for their own accounts or for the accounts of customers and may accordingly hold a long or short position in the Eligible Securities or other securities of Argentina.

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      The international joint dealer managers intend to seek from the SEC an exemption from Rule 101 of Regulation M under the United States Securities Exchange Act of 1934, as amended, with respect to the trading activities of the international joint dealer managers and certain of their affiliates in connection with the Offer. However, we can offer no assurance that the requested exemption will be granted by the SEC.

      If any international dealer manager acquires any New Securities pursuant to the Offer, it may resell the New Securities from time to time in one or more transactions, including negotiated transactions, at a fixed public offering price or at varying prices to be determined at the time of sale.

      The New Securities are each a new issue of securities with no established trading market. Argentina has been advised by the international dealer managers that the international dealer managers intend to make a market in the New Securities but are not obligated to do so and may discontinue market making at any time without notice. No assurance can be given as to the liquidity of the trading market for the New Securities.

 
Retail Processing Fee

      Each retail processing dealer (as defined below) who successfully processes tenders from a retail beneficial owner (as defined below) of DMA Eligible Securities (as defined above) will receive a fee (which we refer to as the “retail processing fee”) from the international joint dealer managers equal to:

  •  0.03% for every U.S.$1 (or the equivalent in another currency based on exchange rates in effect on December 31, 2003) of DMA Eligible Securities tendered by or on behalf of such retail beneficial owner and accepted pursuant to the Offer, if 66 2/3% or less of all DMA Eligible Securities is tendered and validly accepted by Argentina, or
 
  •  0.05% for every U.S.$1 (or the equivalent in another currency based on exchange rates in effect on December 31, 2003) of DMA Eligible Securities tendered by or on behalf of such retail beneficial owner and accepted pursuant to the Offer, if greater than 66 2/3% of all DMA Eligible Securities is tendered and validly accepted by Argentina.

      Based on the exchange rates in effect on December 31, 2003, the amounts to be paid per unit of the relevant currency are as follows:

         
If participation If participation
Principal Amount Tendered and Accepted £ 662/3% > 662/3%



Per 100 US dollars
  0.03000   0.05000
Per 100 euro
  0.03776   0.06293
Per 100 pounds sterling
  0.05358   0.08930
Per 100 Swiss francs
  0.02417   0.04029
Per 10,000 yen
  0.02793   0.04656
Per 100 pesos
  0.01028   0.01714

      The international joint dealer managers will pay the retail processing fee as provided above only if they (i) have received payment in full of related fees and expenses due from Argentina in connection with the Offer and (ii) such fees and expenses are not subject to litigation in connection with the Offer. Under no circumstances will Argentina be liable for payment of the retail processing fee.

      The retail processing fee will only be paid to each retail processing dealer who is properly designated as a “retail processing dealer” by registering as such with the information agent and providing all necessary information. In addition, the international joint dealer managers reserve the right to request additional information from such a registrant in order to validate any retail processing fee payment claims.

      Only direct participants in the relevant clearing system will be eligible to register as a retail processing dealer. If you are not a direct participant, you must instruct the direct participant through which you tender your Eligible Securities to register as a retail processing dealer on your behalf.

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      A “retail beneficial owner” of Eligible Securities is a beneficial owner of Eligible Securities that tenders Eligible Securities with an aggregate principal amount of U.S.$250,000, £140,000, ¥27,000,000, 200,000, Sfr.310,000, Ps.730,000 or less, as the case may be.

      The international joint dealer managers shall, in their sole discretion, determine whether a soliciting dealer has satisfied the criteria for receiving a retail processing fee (including, without limitation, the submission of the appropriate documentation without defects or irregularities and in respect of bona fide tenders). Tendering holders will not be obligated to pay brokerage fees or commissions to the international joint dealer managers, the exchange agent, the Luxembourg exchange agent or the information agent.

      Retail processing dealers who successfully process tenders from retail beneficial owners of Argentine Eligible Securities will be eligible to receive a fee payable by the Argentine joint dealer managers as described in the offering materials being used to extend the Offer in Argentina.

 
Expenses

      Argentina estimates that its share of the total expenses of the Offer, excluding fees and commissions, will be approximately U.S.$10 million.

 
Exchange Agent

      Argentina has retained The Bank of New York to act as exchange agent in connection with the Offer and The Bank of New York (Luxembourg) S.A. to act as Luxembourg exchange agent in connection with the Offer.

      Argentina has agreed:

  •  to pay the exchange agent and the Luxembourg exchange agent certain fees for their services,
 
  •  to reimburse the exchange agent and the Luxembourg exchange agent for certain of their out-of-pocket expenses in connection with the Offer, and
 
  •  to indemnify the exchange agent and the Luxembourg exchange agent against certain liabilities, including liabilities under the U.S. Securities Act of 1933, as amended.

      In connection with the Offer, the international joint dealer managers advanced, on behalf of Argentina, certain amounts for the partial payment of certain fees of The Bank of New York as exchange agent. The exchange agent reimbursed those amounts to the international joint dealer managers following receipt of payment from Argentina.

 
Listing

      Application has been made to list each series of Pars, Discounts and GDP-linked Securities on the Luxembourg Stock Exchange, and application will be made to list each series of New Securities on the Buenos Aires Stock Exchange and on Mercado Abierto Electrónico.

      Argentina intends to make an application to list each series of euro-denominated and U.S. dollar-denominated Pars, Discounts and GDP-linked Securities on a regulated market organized and managed by Borsa Italiana S.p.A., provided all requirements for such listing are met; however, we can offer no assurance that such application, if made, will be approved before the Settlement Date or at all.

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JURISDICTIONAL RESTRICTIONS

      The distribution of the Offer Materials and this Offer are restricted by law in certain jurisdictions. Persons into whose possession the Offer Materials come are required by Argentina to inform themselves of and to observe any of these restrictions.

      The Offer Materials do not constitute, and may not be used in connection with, an offer or solicitation by anyone in any jurisdiction in which an offer or solicitation is not authorized or in which the person making an offer or solicitation is not qualified to do so or to any person to whom it is unlawful to make an offer or solicitation. Neither Argentina nor the international joint dealer managers accept any responsibility for any violation by any person of the restrictions applicable in any jurisdiction.

      In any jurisdiction in which the Offer is required to be made by a licensed broker or dealer and in which any international joint dealer manager or any of its affiliates is so licensed, it shall be deemed to be made by such international joint dealer manager or such affiliate on behalf of Argentina.

Argentina

      No restrictions apply to the Offer.

Austria

      The Offer will be made in Austria by means of a public offer under the exemption for sovereign states from the obligation to publish an audited prospectus pursuant to §3/1/2 of the Capital Markets Act (Kapitalmarktgesetz).

Bahrain

      No offer may be made to the public in the Kingdom of Bahrain to subscribe for the New Securities and the Offer Materials may not be issued, passed to or made available to the public generally.

Belgium

      The Offer Materials have not been notified to or approved by the Belgian Banking, Finance and Insurance Commission (“Commission bancaire, financière et des assurances”/“Commissie voor het Bank-, Financie- en Assurantiewezen”) and are therefore transmitted on a purely confidential basis. Accordingly,

  •  the New Securities may not be offered for sale, sold or marketed in Belgium by means of a public offer under Belgian law;
 
  •  the Offer will be made in Belgium exclusively to either:

  –  persons who each subscribe for a minimum of 250,000, or
 
  –  qualifying institutional investors acting for their own account and listed in Article 3, 2° of the Royal Decree of July 7, 1999. In addition, if an investor is a consumer within the meaning of Article 1.7 of the Law of July 14, 1991 on consumer protection and trade practices, a sale of New Securities must be made in compliance with the provisions of such law and its implementing legislation.

Canada (Ontario and Québec Only)

 
Provinces

      The New Securities may only be offered to investors located in the provinces of Ontario and Québec.

 
Responsibility

      Except as otherwise expressly required by applicable law or as agreed to in contract, no representation, warranty, or undertaking (express or implied) is made and no responsibilities or liabilities of any kind or nature whatsoever are accepted by any international joint dealer manager, the information agent, the exchange

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agent or the Luxembourg exchange agent as to the accuracy or completeness of the information contained in the Offer Materials or any other information provided by Argentina in connection with the Offer.
 
Resale Restrictions

      The Offer will be made in Canada on a private placement basis only and will be exempt from the requirement that Argentina prepare and file a prospectus with the relevant Canadian securities regulatory authorities. Accordingly, any resale of the New Securities must be made in accordance with applicable securities laws that may require resales to be made in accordance with exemptions from registration and prospectus requirements. Purchasers are advised to seek legal advice prior to any resale of the New Securities.

 
Representations of Participants

      Each Canadian investor who participates in the Offer will be deemed to have represented to Argentina and the international joint dealer managers that:

  •  the Offer was made exclusively through the Offer Materials and was not made through an advertisement of the Offer in any printed media of general and regular paid circulation, radio, television or telecommunications, including electronic display, or any other form of advertising in Canada,
 
  •  where required by law, the investor is participating in the Offer as principal for its own account and not as agent, and
 
  •  the investor or any ultimate investor for which such participant is acting as authorized agent is entitled under applicable Canadian securities laws to participate in the Offer without the benefit of a prospectus qualified under such securities laws, and without limiting the generality of the foregoing:

  –  in the case of an investor located in Ontario who is tendering Eligible Securities through a non-Canadian dealer registered as an international dealer, the investor, or any ultimate investor for which such participant is acting as agent, is an “accredited investor”, other than an individual, as that term is defined in Ontario Securities Commission Rule 45-501 — Exempt Distributions and is a person to which a dealer registered as an international dealer in Ontario may transact, and
 
  –  in the case of an investor located in Québec who is tendering Eligible Securities through a non-Canadian dealer, such investor is a “sophisticated purchaser” within the meaning of sections 44 or 45 of the Securities Act (Québec).

 
Taxation and Eligibility for Investment

      Any discussion of taxation and related matters contained in the Offer Materials does not purport to be a comprehensive description of all the tax considerations that may be relevant to a decision to participate in the Offer. Canadian participants in the Offer should consult their own legal and tax advisers with respect to the tax consequences of participating in the Offer in their particular circumstances under relevant Canadian legislation and regulations.

 
Rights of Action for Damages or Rescission (Ontario Only)

      Securities legislation in Ontario provides that every purchaser of securities pursuant to the Offer Materials shall have a statutory right of action for damages or rescission against Argentina and any selling security holder in the event the Offer Materials contain a misrepresentation as defined in the Securities Act (Ontario). Ontario purchasers who purchase a security offered by the Offer Materials during the period of distribution are deemed to have relied on the misrepresentation if it was a misrepresentation at the time of purchase. Ontario purchasers who elect to exercise a right of rescission against Argentina and any selling holder on whose behalf the distribution is made shall have no right of action for damages against Argentina or the selling holders, if any. The right of action for rescission or damages conferred by the statute is in addition to, and without derogation from, any other right the purchaser may have at law. Prospective Ontario purchasers should refer to the applicable provisions of the Ontario securities legislation and are advised to consult their own legal advisers as to which, or whether any, of such rights or other rights may be available to them.

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Enforcement of Legal Rights

      Argentina is a foreign sovereign state. Therefore, it may not be possible for Canadian investors to effect service of process within Canada upon Argentina or to satisfy a judgment against Argentina in Canada or to enforce a judgment obtained in Canadian courts against Argentina.

 
Language of Documents

      Each Canadian investor, by submitting an offer, acknowledges that it is such investor’s express wish that all documents evidencing or relating in any way to the Offer be drawn up in the English language only. Chaque investisseur canadien, en soumettant une offre, reconnaît que c’est à sa volonté expresse que tous les documents faisant foi ou se rapportant de quelque manière que ce soit à 1’Offre soient rédigés en anglais seulement.

Cayman Islands

      NOTICE TO THE PUBLIC IN THE CAYMAN ISLANDS:

      Neither the Offer nor any offer to subscribe for the New Securities may be made to the public in the Cayman Islands.

Channel Islands (Jersey Only)

      The Offer Materials shall not be circulated in Jersey (or made available on a website accessible to residents of Jersey) unless an identical offer is, for the time being, being circulated in the United Kingdom without contravening the provisions of the Financial Services and Markets Act, 2000 or the Public Offers of Securities Regulations, 1995 or, to the extent relevant, of the Borrowing (Control and Guarantees) Act 1946 or the Companies Act 1985 of the United Kingdom.

Denmark

      The New Securities are being offered and sold in Denmark by means of a public offer under this prospectus supplement and the accompanying prospectus, as recognized by the Danish Financial Supervisory Authority and published through the Danish Commerce and Companies Agency pursuant to Section 17 of Danish Executive Order no. 166/2003 on initial public offers of certain securities.

France

      No offering circular (including this prospectus supplement and the prospectus) subject to the approval (visa) of the Autorité des Marchés Financiers has been prepared in connection with the Offer. The New Securities may not be offered or sold, directly or indirectly, to the public in France and neither this prospectus supplement, the prospectus or any other Offer Materials or information contained therein relating to the New Securities may be released, issued or distributed or caused to be released, issued or distributed to the public in France, or used in connection with any offer in respect of the New Securities to the public in France. The Offer shall be made in France only to qualified investors (investisseurs qualifiés) acting for their own account as defined in Article l. 411-2 of the French Code Monétaire et Financier and Décret no. 98-880 dated October 1, 1998. Persons into whose possession any Offer Materials come must inform themselves about and observe any such restrictions. The Offer does not constitute a solicitation by anyone not authorized to so act and the Offer Materials may not be used for or in connection with the Offer to solicit anyone to whom it is unlawful to make the Offer.

Germany

      The Offer Materials have not been submitted for approval by the Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht), which we refer to as “BaFin.” Accordingly, holders of Eligible Securities who are German residents or persons located in the Federal Republic of Germany should

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not rely on the Offer Materials as a source of information or for instructions on how to tender Eligible Securities.

      The New Securities are being offered and sold in the Federal Republic of Germany by means of a public offer under a prospectus (the “German Prospectus”) admitted to publication by BaFin under the German Securities Sales Prospectus Act (Wertpapier-Verkaufsprospektgesetz), and in compliance with applicable laws, rules and regulations in force in the Federal Republic of Germany. Holders in the Federal Republic of Germany should review, and make their decision to participate in the Offer solely on the basis of, and in accordance with the procedures described in, the German Prospectus.

Hong Kong

      No person or entity may issue or have in its possession for the purposes of issue any advertisement, invitation or document relating to the New Securities, whether in Hong Kong or elsewhere, which is directed at, or the contents of which are likely to be accessed or read by, the public in Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to New Securities which are or are intended to be disposed of only to persons outside Hong Kong or only to “professional investors” within the meaning of the Securities and Futures Ordinance (Cap.571) and any rules made thereunder.

Ireland

      The Offer is being made by a sovereign state and is not subject to the prospectus requirements of the European Communities (Transferable Securities and Stock Exchange) Regulations (1992) or the Companies Acts of Ireland (1963 to 2003) and no registration of any prospectus or other materials (including the Offer Materials) will be made in Ireland in relation to the Offer.

Italy

      The Offer Materials have not been submitted to the clearance procedure of the Commissione Nazionale per le Società e la Borsa, which we refer to as “CONSOB.” Accordingly, holders of Eligible Securities who are Italian residents or persons located in the Republic of Italy should not rely on the Offer Materials as a source of information or for instructions on how to tender Eligible Securities.

      The Offer may only be made in Italy in accordance with a separate prospectus describing, inter alia, the terms of the Offer and the appropriate procedures for Italian residents or persons located in the Republic of Italy wishing to participate therein, prepared in the Italian language and approved by CONSOB (the “Italian Prospectus”). Accordingly, holders of Eligible Securities who are Italian residents or persons located in the Republic of Italy should review, make their decision to participate in the Offer and accept the Offer solely on the basis of, and in accordance with the procedures described in, the Italian Prospectus. The Offer will not be deemed to have been launched in Italy and is not addressed to holders of Eligible Securities resident or located in the Republic of Italy, and no tenders from holders of Eligible Securities resident or located in the Republic of Italy will be accepted, unless and until the Italian Prospectus has been approved by CONSOB.

Japan

      The Offer Materials have not been filed with or approved by the Kanto Local Finance Bureau. Accordingly, holders of Eligible Securities who are Japanese residents or persons located in Japan should not rely on the Offer Materials as a source of information or for instructions on how to tender Eligible Securities.

      Subject to regulatory approval, securities with terms that are substantially similar to those of the Pars, Discounts and Quasi-pars will be offered and sold in Japan by means of a public offer under a prospectus (the “Japanese Prospectus”) approved under the Securities and Exchange Law of Japan, and in compliance with applicable laws, rules and regulations in force in Japan. Holders in Japan should review, and make their decision to participate in the offer in Japan solely on the basis of, and in accordance with the procedures described in, the Japanese Prospectus.

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Luxembourg

      The Offer is being made in Luxembourg pursuant to a public offer and a listing of the Pars, Discounts and GDP-linked Securities on the Luxembourg Stock Exchange under the Offer Materials. Holders in Luxembourg should review, and make their decision to participate in the Offer solely on the basis of and in accordance with the procedures described in, the Offer Materials.

Monaco

      The New Securities may not and will not be offered or sold in Monaco except through an intermediary approved in Monaco, in accordance with the Monaco Financial Services Law. Offers and sales of New Securities may be made outside of Monaco and forwarded to Holders in Monaco without restriction under Monegasque law.

The Netherlands

      The New Securities are being offered and sold in the Netherlands by means of a public offer under this prospectus supplement and the accompanying prospectus, as recognized by the Netherlands Authority for the Financial Markets (Autoriteit Financiële Markten), which we refer to as the “AFM”, under Article 3 of the Securities Transactions Supervision Decree 1995 (Besluit toezicht effectenverkeer 1995) in reliance on the certificate of approval issued by the Luxembourg CSSF, together with any supplemental disclosure required and/or approved by the AFM (this prospectus supplement and the accompanying prospectus together with any such supplement, the “Dutch Prospectus”), and in compliance with applicable laws, rules and regulations in force in the Netherlands. Holders of Eligible Securities in the Netherlands should review, and make their decision to participate in the Offer solely on the basis of and in accordance with the procedures described in, the Dutch Prospectus.

The Netherlands Antilles

      The laws of the Netherlands Antilles do not stipulate that the Offer or the offer or sale of the New Securities in the Netherlands Antilles be approved by any regulatory authority.

Portugal

      The Offer has not been registered with the Portuguese Securities Exchange Commission (“Comissão do Mercado de Valores Mobiliários”) and therefore the New Securities to be given in exchange for Eligible Securities may not be offered or tendered to the public in Portugal or under circumstances which are deemed to be a public offer under the Portuguese Securities Code (“Código dos Valores Mobiliários”). In addition, the Offer Materials may not be publicly distributed in Portugal, and no publicity or marketing activities related to the Offer may be conducted in Portugal.

      The Offer is not addressed to holders of Eligible Securities resident or located in Portugal, and no tenders from holders of Eligible Securities resident or located in Portugal will be accepted, unless such holders are institutional investors (“investidores institucionais”), as defined in article 30 of the Portuguese Securities Code, in which case the New Securities may be offered and sold through a private offer under article 110/1, a) of the Portuguese Securities Code.

Russia

      Notice to recipients:

      The Offer Materials are being distributed to a limited circle of persons only and are provided exclusively for your own information and are not to be provided or otherwise made available by you to any other person or entity. The information provided in the Offer Materials is not an advertisement of the New Securities in the Russian Federation and is not intended to create or maintain an interest in Argentina, the Offer or the New Securities or to facilitate any sale, exchange or transfer of the New Securities in the Russian Federation or to any Russian person or entity.

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      The New Securities are securities of a foreign issuer under Russian law. No sale, exchange or transfer of the New Securities may take place in the Russian Federation or to any Russian person or entity. Neither the issue of the New Securities nor a securities prospectus in respect of the New Securities has been, or is intended to be, registered with the Federal Service for Financial Markets of the Russian Federation. The information provided in this prospectus supplement and prospectus is not an offer, or an invitation to make offers, to sell, exchange or otherwise transfer the New Securities in the Russian Federation or to any Russian person or entity.

Singapore

      The Offer is made only to and directed at, and the New Securities are only available to, persons in Singapore who are existing bondholders of bonds previously issued by Argentina. The Offer is not an offer, sale or invitation of the New Securities to any other person in Singapore. Subscriptions for the New Securities will not be accepted from any person in Singapore other than persons in Singapore who are existing bondholders of bonds previously issued by Argentina.

Spain

      The New Securities are being offered and sold in the Kingdom of Spain by means of a public offer under this prospectus supplement and the accompanying prospectus, as registered with the Comisión Nacional del Mercado de Valores, which we refer to as the “CNMV”, under the mutual recognition process in reliance on the certificate of approval issued by the Luxembourg CSSF, together with any additional information required and approved by the CNMV (this prospectus supplement and the accompanying prospectus together with any such additional information, the “Spanish Prospectus”), and in compliance with applicable laws, rules and regulations in force in the Kingdom of Spain. Holders in the Kingdom of Spain should review, and make their decision to participate in the Offer solely on the basis of and in accordance with the procedures described in, the Spanish Prospectus.

Switzerland

      The New Securities will not be listed on the SWX Swiss Exchange and the Offer Materials do not, therefore, constitute a prospectus in accordance with the Listing Rules of the SWX Swiss Exchange.

United Kingdom

      The Offer Materials are only being distributed to and are only directed at persons who fall within one or more of the following categories:

  •  persons who are outside the United Kingdom; or
 
  •  investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2001 (the “Order”); or
 
  •  high net worth entities falling within Article 49(2)(a) to (d) of the Order; or
 
  •  other persons to whom it may lawfully be communicated (all such persons together being referred to as “relevant persons”).

      The Offer is only available to, and any offer or agreement to subscribe for, purchase or otherwise acquire the New Securities will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on the Offer Materials or any of their contents. Any holder of Eligible Securities who offers to exchange Eligible Securities in connection with the Offer will be deemed to represent that it is a relevant person.

Uruguay

      The offering of the New Securities pursuant to this Offer constitutes a private placement under Uruguayan law and the New Securities will not be registered with the Central Bank of Uruguay.

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FORWARD-LOOKING STATEMENTS

      Argentina has made forward-looking statements in this document and in the accompanying prospectus. Statements that are not historical facts are forward-looking statements. These statements are based on Argentina’s current plans, estimates, assumptions and projections. Therefore, you should not place undue reliance on them. Forward-looking statements speak only as of the date they are made, and Argentina undertakes no obligation to update any of them in light of new information or future events.

      Forward-looking statements involve inherent risks. Argentina cautions you that many factors could affect the future performance of the Argentine economy. These factors include, but are not limited to:

  •  adverse external factors, such as adverse changes in Argentina’s credit ratings, decisions of international financial institutions, such as the International Monetary Fund, regarding the terms of their financial assistance to Argentina, a decline in foreign investment, changes in international prices (including commodity prices), high international interest rates and recession or low economic growth in Argentina’s trading partners. A decline in foreign direct investment could deprive the Argentine economy of capital needed for economic growth. Changes in international prices and high international interest rates could increase Argentina’s current account deficit and budgetary expenditures. Recession or low economic growth in Argentina’s trading partners could decrease exports from Argentina, induce a contraction of the Argentine economy and, indirectly, reduce tax revenues and other public sector revenues and adversely affect the country’s fiscal accounts;
 
  •  adverse domestic factors, such as domestic inflation, the ability of the Government to implement economic reforms, the level of domestic debt, high domestic interest rates, the level of foreign currency reserves and exchange rate volatility. Each of these factors could lead to lower economic growth; and
 
  •  other adverse factors, such as climatic or political events, international or domestic hostilities and political uncertainty.

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VALIDITY OF THE NEW SECURITIES

      The validity of the New Securities will be passed upon for Argentina by the Procurador del Tesoro de la Nación of Argentina and by Cleary Gottlieb Steen & Hamilton LLP, special United States counsel to Argentina, and for the international joint dealer managers, by Sullivan & Cromwell LLP, United States counsel to the international joint dealer managers, as to New Securities governed by New York law, by Allen & Overy LLP, English counsel to the international joint dealer managers, as to New Securities governed by English law, and by Bruchou, Fernández Madero, Lombardi & Mitrani, Argentine counsel to the international joint dealer managers, as to New Securities governed by Argentine law.

      As to all matters of Argentine law, Cleary Gottlieb Steen & Hamilton LLP may rely on the opinion of the Procurador del Tesoro de la Nación, and Sullivan & Cromwell LLP and Allen & Overy LLP may rely on the opinion of Bruchou, Fernández Madero, Lombardi & Mitrani. As to all matters of United States law, the Procurador del Tesoro de la Nación may rely on the opinion of Cleary Gottlieb Steen & Hamilton LLP. As to all matters of United States law, Bruchou, Fernández Madero, Lombardi & Mitrani and Allen & Overy LLP may rely on the opinion of Sullivan & Cromwell LLP. As to all matters of English law, Bruchou, Fernández Madero, Lombardi & Mitrani and Sullivan & Cromwell LLP may rely on the opinion of Allen & Overy LLP.

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GENERAL INFORMATION

Due Authorization

      Argentina has authorized the creation and issue of the New Securities pursuant to Decree No. 1,733 (December 2004) and Decree No. 1,735 (December 2004).

Listing and Listing Agent; Exchange Agent and Luxembourg Exchange Agent

      Application has been made to list each series of Pars, Discounts, and GDP-linked Securities on the Luxembourg Stock Exchange, and application will be made to list the New Securities on the Buenos Aires Stock Exchange and on Mercado Abierto Electrónico. The Luxembourg listing agent is Kredietbank S.A. Luxembourgeoise. Argentina intends to make an application to list each series of Pars, Discounts and GDP-linked Securities on a regulated market organized and managed by Borsa Italiana S.p.A.; however, there can be no guarantee that such listing will be completed before the Settlement Date, or at all.

      In connection with the Offer, Argentina has appointed The Bank of New York as exchange agent and Georgeson Shareholder Communications, Inc. as information agent. You may obtain copies of the Offer Materials free of charge by contacting the information agent at the address indicated on the back cover page of this prospectus supplement. For any tenders submitted in Luxembourg, please contact the information agent or The Bank of New York (Luxembourg) S.A.

      Argentina has not appointed a Luxembourg trustee paying and transfer agent for the New Securities. If Argentina were to issue New Securities in definitive form in the limited circumstances described in this prospectus supplement, Argentina will appoint such an agent in Luxembourg, where definitive New Securities could be presented for payment and/or transfer. Pending the appointment of a Luxembourg paying or transfer agent, Kredietbank S.A. Luxembourgeoise, the Luxembourg listing agent for the New Securities, will act as intermediary in Luxembourg between you and Argentina.

Documents Relating to the New Securities

      Copies of the registration statements referred to above under “Global Offering”, which include the forms of the trust indenture, the international dealer manager agreement, the prospectus, this prospectus supplement (including the form of paper acceptance notice attached as Annex G to this prospectus supplement) and forms of the New Securities may be inspected free of charge during normal business hours on any day, except Saturdays, Sundays and public holidays in Luxembourg, at the offices of the listing agent in Luxembourg, as long as the Pars, Discounts and GDP-linked Securities are listed on the Luxembourg Stock Exchange. Copies of the prospectus and this prospectus supplement may be obtained during normal business hours on any day, except Saturdays, Sundays and public holidays, at the offices of the listing agent in Luxembourg, as long as the Pars, Discounts and GDP-linked Securities are listed on the Luxembourg Stock Exchange.

Where You Can Find More Information

      Argentina has filed with the SEC a registration statement under the Securities Act covering the New Securities. This prospectus supplement and the accompanying prospectus do not contain all of the information included in the registration statement. Any statement made in this prospectus supplement or the accompanying prospectus concerning the contents of any contract, agreement or other document is not necessarily complete. If we have filed any contract, agreement or other document as an exhibit to the registration statement, you should read the exhibit for a more complete understanding of the document or matter involved. Each statement regarding a contract, agreement or other document is qualified in its entirety by reference to the actual document.

      You may read and copy the registration statement, including its various exhibits, and any reports, statements or other information that Argentina has filed, upon payment of a duplicating fee to the SEC. You may also read and copy these documents at the SEC’s public reference room located at Room 1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further

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information on the operation of the public reference rooms. These documents are also available free of charge at the Luxembourg Stock Exchange and the offices of the Luxembourg exchange agent. All filings that Argentina makes electronically are also available to the public via the SEC’s Internet site at http://www.sec.gov.

Notices

      For so long as any series of Pars, Discounts, and GDP-linked Securities are listed on the Luxembourg Stock Exchange, all notices to holders of such series shall be published in a newspaper with general circulation in Luxembourg (which is expected to be the Luxemburger Wort or the Tageblatt) or otherwise in compliance with the relevant listing rules of the Luxembourg Stock Exchange.

Clearing

      Euroclear and Clearstream, Luxembourg have accepted all of the New Securities, including each of the single units comprising Pars, Discounts or Quasi-pars and their corresponding GDP-linked Securities, for clearance through their clearance systems. The New Securities denominated in U.S. dollars, including each of the single units comprising Pars or Discounts and their corresponding GDP-linked Securities (other than U.S. dollar-denominated New Securities governed by Argentine law) have been accepted for clearance through DTC’s book-entry settlement system. Caja de Valores has accepted all of the New Securities, including each of the single units comprising Pars, Discounts or Quasi-pars and their corresponding GDP-linked Securities, for clearance through its clearance system.

      Upon settlement, Euroclear, Clearstream, Luxembourg, DTC and Caja de Valores, as applicable, will create the following securities codes for the New Securities, including security codes for each of the single units comprising the Pars, Discounts and Quasi-pars and their corresponding GDP-linked Securities, and the security codes under which each the Pars, Discounts or Quasi-pars and the GDP-linked Securities will separately trade upon expiration of 180 days following the first day of the Settlement Date:

                 
Security ISIN Common Code CUSIP




U.S. dollar-denominated Par and GDP-linked Security single units (governed by New York law)   US040114GN48   020941197     040114 GN 4
 
U.S. dollar-denominated Par and GDP-linked Security single units (governed by Argentine law)   ARARGE03E162   020979364     N/A
 
Euro-denominated Par and GDP-linked Security single units   XS0205540536   020554536     N/A
 
Peso-denominated Par and GDP-linked Security single units   ARARGE03E170   090979534     N/A
 
U.S. dollar-denominated Discount and GDP-linked Security single units (governed by New York law)   US040114GP95   020941251     040114 GP 9
 
U.S. dollar-denominated Discount and GDP-linked Security single units (governed by Argentine law)   ARARGE03E188   090983205     N/A
 
Euro-denominated Discount and GDP-linked Security single units   XS0205550170   020555017     N/A
 
Peso-denominated Discount and GDP-linked Security single units   ARARGE03E196   020983469     N/A
 
Quasi-Par and GDP-linked Security single units   ARARGE03E204   020983574     N/A

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Security ISIN Common Code CUSIP




U.S. dollar-denominated Pars (governed by New York law)   US040114GK09   020937122     040114 GK 0
 
U.S. dollar-denominated Pars (governed by Argentine law)   ARARGE03E097   020948850     N/A
 
Euro-denominated Pars   XS0205537581   020553758     N/A
 
Peso-denominated Pars   ARARGE03E105   020948965     N/A
 
U.S. dollar-denominated Discounts (governed by New York law)   US040114GL81   020937173     040114 GL 8
 
U.S. dollar-denominated Discounts (governed by Argentine law)   ARARGE03E113   020949031     N/A
 
Euro-denominated Discounts   XS0205545840   020554584     N/A
 
Peso-denominated Discounts   ARARGE03E121   020949058     N/A
 
Quasi-Pars   ARARGE03E139   020949066     N/A
 
US dollar-denominated GDP-linked Securities (governed by New York law)   US040114GM64   020937181     040114 GM 6
 
US dollar-denominated GDP-linked Securities (governed by Argentine law)   ARARGE03E154   020978961     N/A
 
Euro-denominated GDP-linked Securities   XS0209139244   020913924     N/A
 
Peso-denominated GDP-linked Securities   ARARGE03E147   020979194     N/A

      During the period of 180 days following the first day of the Settlement Date, each GDP-linked Security will remain attached to and trade as a single unit with the underlying Par, Discount or Quasi-par under a shared securities code. Upon expiration of this 180-day period, the GDP-linked Securities and the underlying Pars, Discounts or Quasi-pars will automatically detach and will no longer constitute a single unit. Thereafter, the GDP-linked Securities will trade independently from the underlying Pars, Discounts or Quasi-pars under distinct securities codes. No action will be required on the part of holders of the New Securities for purposes of effecting this detachment, as all necessary actions to effect this detachment will take place within the respective clearing systems.

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ANNEX A
                                         




Eligible
Securities CUSIP Common Code ISIN





   144A REGS 144A REGS 144A REGS

Letras Externas, Argentine peso 11.75% due 2007Σ
           040114AS9   P0450KAB9        008239606   007358270        US040114AS98   USP0450KAB90    

Letras Externas, Argentine peso 8.75% due 2002Σ
       040114AT7   P8055KAP0            007815590        US040114AT71   USP8055KAP05    

Letras Externas, Austrian schillings 7% due 2004Σ  
           007572719            AT0001912331              

Letras Externas, euro 8.75% due 2003Σ
                008407142            XS0084071421            

Letras Externas, euro 10% due 2005Σ
                010569478            XS0105694789            

Letras Externas, euro EURIBOR+5.10% due 2004Σ
                010522447            XS0105224470            

Letras Externas, euro 8.125% due 2004Σ
                010920329            XS0109203298            

Letras Externas, euro 9% due 2005Σ
       040114FZ8   P8055KFQ3        012438079   011130704        US040114FZ86   USP8055KFQ33    

Letras Externas, euro 9.25% due 2004Σ
                011383351            XS0113833510            

Letras Externas, euro 10% due 2007Σ
                012452870            XS0124528703            

Letras Externas, euro Fixed-rate due 2028Σ
       04011MAR1   04011NAR9            008730261        US04011MAR16   US04011NAR98    

Strip Coupon, euro Fixed-rate due 2006Σ
       04011MAL4   04011NAL2            008730202        US04011MAL46   US04011NAL29    

Strip Coupon, euro Fixed-rate due 2011Σ
       04011MAM2   04011NAM0            008730229        US04011MAM29   US04011NAM02    

Strip Coupon, euro Fixed-rate due 2016Σ
       04011MAN0   04011NAN8            008730237        US04011MAN02   US04011NAN84    

Strip Coupon, euro Fixed-rate due 2021Σ
       04011MAP5   04011NAP3            008730245        US04011MAP59   US04011NAP33    

Strip Coupon, euro Fixed-rate due 2026Σ
       04011MAQ3   04011NAQ1        010794862   008730253        US04011MAQ33   US04011NAQ16    

Letras Externas, euro 8.50% due 2010Σ
                008927782            XS0089277825            

Letras Externas, euro 10.50% 2000 and 7% 2001-2004 due 2004Σ
  P8055KDQ5           009696075           XS0096960751            

Letras Externas, euro 7.125% due 2002Σ
              009831487           XS0098314874            

Letras Externas, British pounds sterling 10% due 2007Σ
  P8055KAJ4           007724373           XS0077243730            

Letras Externas, Italian lira 11% due 2003Σ
              007053142           XS0070531420            

Letras Externas, Italian lira 10% due 2007Σ
              007189834           XS0071898349            

Letras Externas, Italian lira LIBOR+1.6% due 2004Σ
              007639724           XS0076397248            

Letras Externas, Italian lira 10% 1997-1999 and 7.625% 1999-2007 due 2007Σ
              007850239           XS0078502399            

Letras Externas, Italian lira 9.25% 1997-1999 and 7% 1999-2004 due 2004Σ
              008080925           XS0080809253            

Letras Externas, Italian lira 9% 1997-1999 and 7% 1999-2004 due 2004Σ
              008105758           XS0081057589            

Letras Externas, Italian lira 10.375% 1998- 2000 and 8% 2001- 2009 due 2009Σ
  P8055KBM6           008483248           XS0084832483            

Letras Externas, Italian lira LIBOR+2.5% due 2005Σ
              008859086           XS0088590863            

Letras Externas, Japanese yen 7.4% due 2006 (EMTN Series 38)Σ
              006549098           XS0065490988            

Letras Externas, Japanese yen 7.4% due 2006 (EMTN Series 40)Σ
              006612555           XS0066125559            


 
Σ Denotes Eligible Securities listed on the Luxembourg Stock Exchange.


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Eligible
Securities CUSIP Common Code ISIN





   144A REGS   REGS 144A REGS

 
Letras Externas, Japanese yen 7.4% due 2006 (EMTN Series 36)Σ
              006491081           XS0064910812            

 
Letras Externas, Japanese yen 6% due 2005Σ
              007080816           XS0070808166            

 
Letras Externas, Japanese yen 4.4% due 2004Σ
              007624930           XS0076249308            

 
Letras Externas, Japanese yen 3.5% due 2009Σ
              010035406           XS0100354066            

 
Letras Externas, U.S. dollar LIBOR+5.75% due 2004Σ
      04011MAS9   04011NAS7           009590684       US04011MAS98   US04011NAS71    

 
Letras Externas, U.S. dollar BADLAR1 +2.98% due 2004 (Series 75)*Σ
                                       

Strip Interest 01/02**Σ
              14224041           XS0142240414            

Strip Interest 02/02**Σ
              14231129           XS0142311298            

Strip Interest 03/02**Σ
              14231137           XS0142311371            

Strip Interest 04/02**Σ
              14231170           XS0142311702            

Strip Interest 05/02**Σ
              14231196           XS0142311967            

Strip Interest 06/02**Σ
              14231218           XS0142312189            

Strip Interest 07/02**Σ
              14231234           XS0142312346            

Strip Interest 08/02**Σ
              14231269           XS0142312692            

Strip Interest 09/02**Σ
              14231277           XS0142312775            

Strip Interest 10/02**Σ
              14231293           XS0142312932            

Strip Interest 11/02**Σ
              14231307           XS0142313070            

Strip Interest 12/02**Σ
              14231323           XS0142313237            

Strip Interest 01/03**Σ
              14231374           XS0142313740            

Strip Interest 02/03**Σ
              14231463           XS0142314631            

Strip Interest 03/03**Σ
              14231536           XS0142315364            

Strip Interest 04/03**Σ
              14231587           XS0142315877            

Strip Interest 05/03**Σ
              14231625           XS0142316255            

Strip Interest 06/03**Σ
              14231641           XS0142316412            

Strip Interest 07/03**Σ
              14231676           XS0142316768            

Strip Interest 08/03**Σ
              14231684           XS0142316842            

Strip Interest 09/03**Σ
              14231714           XS0142317147            

Strip Interest 10/03**Σ
              14231757           XS0142317576            

Strip Interest 11/03**Σ
              14231773           XS0142317733            

Strip Interest 12/03**Σ
              14231781           XS0142317816            

Strip Interest 01/04**Σ
              14231811           XS0142318111            


 
Σ Denotes Eligible Securities listed on the Luxembourg Stock Exchange.
 
1 BADLAR is the local Argentine interest rate for time deposits in excess of U.S.$1 million.
 
* Unpaid interest and principal payments on this security have been separated into separately tradable stripped payment coupons. Holders of this security may separately tender any stripped coupon for this tranche in order to effect an exchange of that stripped coupon pursuant to the Offer.
 
** Represents the stripped payment coupon for unpaid interest or principal owed in respect of the underlying security.


A-2



Table of Contents

                                           




Eligible
Securities CUSIP Common Code ISIN





              

 
Strip Interest 02/04**Σ
                  14231854       XS0142318541            

 
Strip Interest 03/04**Σ
                  14231919       XS0142319192            

 
Strip Interest 04/04**Σ
                  14231935       XS0142319358            

 
Strip Interest 05/04**Σ
                  14232010       XS0142320109            

 
Strip Principal 05/11/03**Σ
                  14242414       XS0142424141            

 
Strip Principal 08/11/03**Σ
                  14242619       XS0142426195            

 
Strip Principal 11/11/03**Σ
                  14242678       XS0142426781            

 
Strip Principal 02/11/04**Σ
                  14242759       XS0142427599            

 
Strip Principal 05/11//04**Σ
                  14242813       XS0142428134            

Letras Externas, U.S. dollar
BADLAR+2.98% due 2004 (Series 75) (Tranch 7)*Σ
                                       

 
Strip Interest 01/02 T.7**Σ
                  14224297       XS0142242972            

 
Strip Interest 02/02 T.7**Σ
                  14246541       XS0142465417            

 
Strip Interest 03/02 T.7**Σ
                  14246576       XS0142465763            

 
Strip Interest 04/02 T.7**Σ
                  14246592       XS0142465920            

 
Strip Interest 05/02 T.7**Σ
                  14246614       XS0142466142            

 
Strip Interest 06/02 T.7**Σ
                  14246665       XS0142466654            

 
Strip Interest 07/02 T.7**Σ
                  15078979       XS0150789799            

 
Strip Interest 08/02 T.7**Σ
                  15085312       XS0150853124            

 
Strip Interest 09/02 T.7**Σ
                  15085339       XS0150853397            

 
Strip Interest 10/02 T.7**Σ
                  15085347       XS0150853470            

 
Strip Interest 11/02 T.7**Σ
                  15085355       XS0150853553            

 
Strip Interest 12/02 T.7**Σ
                  15085363       XS0150853637            

 
Strip Interest 01/03 T.7**Σ
                  15740523       XS0157405233            

 
Strip Interest 02/03 T.7**Σ
                  15740647       XS0157406470            

 
Strip Interest 03/03 T.7**Σ
                  15740809       XS0157408096            

 
Strip Interest 04/03 T.7**Σ
                  15740876       XS0157408765            

 
Strip Interest 05/03 T.7**Σ
                  15740906       XS0157409060            

 
Strip Interest 06/03 T.7**Σ
                  15740914       XS0157409144            

 
Strip Interest 07/03 T.7**Σ
                  17014943       XS0170149438            

 
Strip Interest 08/03 T.7**Σ
                  17015036       XS0170150360            

 
Strip Interest 09/03 T.7**Σ
                  17015087       XS0170150873            

 
Strip Interest 10/03 T.7**Σ
                  17015125       XS0170151251            

 
Strip Interest 11/03 T.7**Σ
                  17015290       XS0170152903            


 
** Represents the stripped payment coupon for unpaid interest or principal owed in respect of the underlying security.
 
Σ Denotes Eligible Securities listed on the Luxembourg Stock Exchange.
 
* Unpaid interest and principal payments on this security have been separated into separately tradable stripped payment coupons. Holders of this security may separately tender any stripped coupon for this tranche in order to effect an exchange of that stripped coupon pursuant to the Offer.


A-3



Table of Contents

                                           




Eligible
Securities CUSIP Common Code ISIN





              

 
Strip Interest 12/03 T.7**Σ
                  17015427       XS0170154271            

 
Strip Interest 01/04 T.7**Σ
                  17969072       XS0179690721            

 
Strip Interest 02/04 T.7**Σ
                  17969153       XS0179691539            

 
Strip Interest 03/04 T.7**Σ
                  17969242       XS0179692420            

 
Strip Interest 04/04 T.7**Σ
                  17969447       XS0179694475            

 
Strip Interest 05/04 T.7**Σ
                  18880571       XS0188805716            

 
Strip Principal 05/11/03 T.7**Σ
                  16933139       XS0169331393            

 
Strip Principal 08/11/03 T.7**Σ
                  16935239       XS0169352399            

 
Strip Principal 11/11/03 T.7**Σ
                  16935379       XS0169353793            

 
Strip Principal 02/11/04 T.7**Σ
                  16935468       XS0169354684            

 
Strip Principal 05/11/04 T.7**Σ
                  16935565       XS0169355657            

Letras Externas, U.S. dollar ENCUESTA2 +4.95% due 2004 (Series 74)*Σ
                                       

 
Strip Interest 01/02**Σ
                  14223908       XS0142239085            

 
Strip Interest 02/02**Σ
                  14227687       XS0142276871            

 
Strip Interest 03/02**Σ
                  14227768       XS0142277689            

 
Strip Interest 04/02**Σ
                  14227946       XS0142279461            

 
Strip Interest 05/02**Σ
                  14228128       XS0142281285            

 
Strip Interest 06/02**Σ
                  14228179       XS0142281798            

 
Strip Interest 07/02**Σ
                  14228225       XS0142282259            

 
Strip Interest 08/02**Σ
                  14228268       XS0142282689            

 
Strip Interest 09/02**Σ
                  14228276       XS0142282762            

   
 
Strip Interest 10/02**Σ
                  14228349       XS0142283497            

   
 
Strip Interest 11/02**Σ
                  14228381       XS0142283810            

 
Strip Interest 12/02**Σ
                  14228390       XS0142283901            

 
Strip Interest 01/03**Σ
                  14228420       XS0142284206            

 
Strip Interest 02/03**Σ
                  14228519       XS0142285195            

 
Strip Interest 03/03**Σ
                  14228756       XS0142287563            

 
Strip Interest 04/03**Σ
                  14228772       XS0142287720            

 
Strip Interest 05/03**Σ
                  14228829       XS0142288298            

 
Strip Interest 06/03**Σ
                  14228861       XS0142288611            

 
Strip Interest 07/03**Σ
                  14228918       XS0142289189            

 
Strip Interest 08/03**Σ
                  14229027       XS0142290278            

 
Strip Interest 09/03**Σ
                  14229078       XS0142290781            

 
Strip Interest 10/03**Σ
                  14229159       XS0142291599            


 
** Represents the stripped payment coupon for unpaid interest or principal owed in respect of the underlying security.
 
Σ Denotes Eligible Securities listed on the Luxembourg Stock Exchange.
 
2 ENCUESTA is the local Argentine interest rate for time deposits of less than or equal to U.S.$1 million.
 
* Unpaid interest and principal payments on this security have been separated into separately tradable stripped payment coupons. Holders of this security may separately tender any stripped coupon for this tranche in order to effect an exchange of that stripped coupon pursuant to the Offer.


A-4



Table of Contents

                                           




Eligible
Securities CUSIP Common Code ISIN





              

 
Strip Interest 11/03**Σ
              14229230           XS0142292308            

 
Strip Interest 12/03**Σ
              14229272           XS0142292720            

 
Strip Interest 01/04**Σ
              14229299           XS0142292993            

 
Strip Interest 02/04**Σ
              14229418           XS0142294189            

 
Strip Interest 03/04**Σ
              14229485           XS0142294858            

 
Strip Interest 04/04**Σ
              14229515           XS0142295152            

 
Strip Interest 05/04**Σ
              14229566           XS0142295665            

 
Strip Principal 05/11/05**Σ
              14245405           XS0142454056            

 
Strip Principal 08/11/03**Σ
              14245472           XS0142454726            

 
Strip Principal 11/11/03**Σ
              14245847           XS0142458479            

 
Strip Principal 02/11/04**Σ
              14245936           XS0142459360            

 
Strip Principal 05/11/04**Σ
              14245987           XS0142459873            

Letras Externas, U.S. dollar ENCUESTA+4.95% due 2004 (Series 74) (Tranch 7)*Σ
                                       

 
Strip Interest 01/02 T.7**Σ
              14224203           XS0142242030            

 
Strip Interest 02/02 T.7**Σ
              14246177           XS0142461770            

 
Strip Interest 03/02 T.7**Σ
              14246231           XS0142462315            

 
Strip Interest 04/02 T.7**Σ
              14246274           XS0142462745            

 
Strip Interest 05/02 T.7**Σ
              14246347           XS0142463479            

 
Strip Interest 06/02 T.7**Σ
              14246444           XS0142464444            

 
Strip Interest 07/02 T.7**Σ
              15042583           XS0150425832            

 
Strip Interest 08/02 T.7**Σ
              15047470           XS0150474707            

 
Strip Interest 09/02 T.7**Σ
              15047631           XS0150476314            

 
Strip Interest 10/02 T.7**Σ
              15047828           XS0150478286            

 
Strip Interest 11/02 T.7**Σ
              15047992           XS0150479920            

 
Strip Interest 12/02 T.7**Σ
              15048115           XS0150481157            

 
Strip Interest 01/03 T.7**Σ
              15739762           XS0157397620            

 
Strip Interest 02/03 T.7**Σ
              15739886           XS0157398867            

 
Strip Interest 03/03 T.7**Σ
              15739924           XS0157399246            

 
Strip Interest 04/03 T.7**Σ
              15739932           XS0157399329            

 
Strip Interest 05/03 T.7**Σ
              15739959           XS0157399592            

 
Strip Interest 06/03 T.7**Σ
              15739983           XS0157399832            

 
Strip Interest 07/03 T.7**Σ
              17014781           XS0170147812            

 
Strip Interest 08/03 T.7**Σ
              17014811           XS0170148117            

 
Strip Interest 09/03 T.7**Σ
              17014838           XS0170148380            

 
Strip Interest 10/03 T.7**Σ
              17014846           XS0170148463            


 
** Represents the stripped payment coupon for unpaid interest or principal owed in respect of the underlying security.
 
Σ Denotes Eligible Securities listed on the Luxembourg Stock Exchange.
 
* Unpaid interest and principal payments on this security have been separated into separately tradable stripped payment coupons. Holders of this security may separately tender any stripped coupon for this tranche in order to effect an exchange of that stripped coupon pursuant to the Offer.


A-5



Table of Contents

                                           




Eligible
Securities CUSIP Common Code ISIN





              

 
Strip Interest 11/03 T.7**Σ
              17014854           XS0170148547            

 
Strip Interest 12/03 T.7**Σ
              17014889           XS0170148893            

 
Strip Interest 01/04 T.7**Σ
              17966546           XS0179665466            

 
Strip Interest 02/04 T.7**Σ
              17968416           XS0179684161            

 
Strip Interest 03/04 T.7**Σ
              17968688           XS0179686885            

 
Strip Interest 04/04 T.7**Σ
              17968734           XS0179687347            

 
Strip Interest 05/04 T.7**Σ
              18879921           XS0188799216            

 
Strip Principal 05/11/03 T.7**Σ
              16930601           XS0169306015            

 
Strip Principal 08/11/03 T.7**Σ
              16932388           XS0169323887            

 
Strip Principal 11/11/03 T.7**Σ
              16932523           XS0169325239            

 
Strip Principal 02/11/04 T.7**Σ
              16932639           XS0169326393            

 
Strip Principal 05/11/04 T.7**Σ
              16932698           XS0169326989            

Bonds, German deutsche mark 7% due 20043Σ
  P8055KAF2           007425279           DE0001904308            

Bonds, German deutsche mark 8% due 2009Σ
  P8055KAW5           008115036           DE0001954907            

Bonds, German deutsche mark 7.875% due 2005Σ
              008902712           DE0002488509            

Bonds, German deutsche mark 14% 1999-2000 and 9% 2001-2008 due 2008Σ
  P8055KCQ6           009213457           DE0001767101            

Bonds, German deutsche mark medium- term 2002 10.5%4 Σ
  P1024ECK6           006115667           DE0001300200            

Bonds, German deutsche mark medium- term 2003 10.25%4 Σ
  P1024ECX8           006295690           DE0001308609            

Bonds, German deutsche mark 2006 11.25%Σ
  P1024EDG4           006505724           DE0001319507            

Bonds, German deutsche mark 11.75% due 20114Σ
  P1024EDP4           006615490           DE0001325017            

Bonds, German deutsche mark 9% due 20034Σ
              006937985           DE0001340909            

Bonds, German deutsche mark 12% due 20164Σ
  P1024EDU3           006937993           DE0001340917            

Bonds, German deutsche mark 11.75% due 20263Σ
  P1024EDV1           007080239           DE0001348100            

Bonds, German deutsche mark 8.5% due 20053Σ
  P1024EEB4           007208324           DE0001354751            

Bonds, euro 11% 1999-2001 and 8% 2002-2008 due 20083 Σ
  P8055KBK0           008421285           DE0001974608            

Bonds, euro 8% 1999-2002, 8.25% 2002-2006 and 9% 2007-2010 due 20103
  P8055KCB9           008819530           DE0002483203            

Bonds, euro 9% due 2003Σ
              011250858           DE0002466208            


 
** Represents the stripped payment coupon for unpaid interest or principal owed in respect of the underlying security.
 
Σ Denotes Eligible Securities listed on the Luxembourg Stock Exchange.
 
3 Physical or definitive form.
 
4 Definitive form for which individual holder amounts and amounts administered by Clearstream AG cannot be determined.


A-6



Table of Contents

                                         




Eligible
Securities CUSIP Common Code ISIN





              

Bonds, euro 10% due 2007Σ
  P8055KGF6           011674445