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20-F/A 1 netform_20fa.htm FORM 20-F/A Provided by MZ Data Products

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549
	FORM 20-F/A (Amendment No. 1)

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

NET SERVIÇOS DE COMUNICAÇÃO S.A.

(Exact name of registrant as specified in its charter)

Net Communications Services Inc.
(Translation of reguistrant’s name into English)

The Federative Republic of Brazil
(Jurisdiction of incorporation or organization)

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

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

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

Title of each class	Name of each Exchange on which registered
American Depositary Shares, evidenced by American Depositary Receipts, each representing ten preferred shares, no par value	Nasdaq National Market
Preferred shares, no par value	Nasdaq National Market*

*Not for trading but only in connection with the registration of the American Depositary Shares.

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

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

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

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

Yes No

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

Item 17 Item 18

EXPLANATORY NOTE

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

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

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

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

Part I

ITEM 9. THE OFFER AND LISTING

General

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

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

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

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

	São Paulo Stock Exchange(1) R$ per preferred share		Nasdaq US$ per ADS

	High	Low	High	Low
Year


1999	35.50	1.91	196.25	10.00
2000	44.30	15.60	250.00	78.75
2001	24.40	5.60	125.00	19.20
2002	8.50	0.19	37.00	0.42
2003	1.27	0.25	4.36	0.65

Quarter


1Q/02	8.50	4.90	37.00	20.70
2Q/02	5.50	1.65	24.10	6.00
3Q/02	1.87	0.23	6.14	0.64
4Q/02	0.45	0.19	1.34	0.42

1Q/03	0.53	0.25	1.90	0.65
2Q/03	0.43	0.27	1.72	0.80
3Q/03	0.74	0.28	2.55	0.87
4Q/03	1.27	0.58	4.36	1.86

1Q/04	1.10	0.56	3.60	1.95

Month
December 2003	1.12	0.73	3.80	2.47
January 2004	1.10	0.65	3.60	2.27
February 2004	0.75	0.56	2.64	1.95
March 2004	1.01	0.63	3.39	2.07
April 2004	0.91	0.68	3.18	2.16
May 2004	0.85	0.68	2.78	2.08
June 2004 (through June 25)	0.90	0.60	2.90	2.17

______________

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

Trading Markets

Nasdaq National Market

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

Nasdaq National Market Exemptions

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

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

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

Brazilian Stock Exchanges

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

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

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

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

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

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

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

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

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

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

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

Level 2 of Bovespa

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Regulation of Brazilian Securities Markets

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

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

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

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

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

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

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

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

Part III

ITEM 19. EXHIBITS

Exhibit
Number Description

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

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

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

	December 31, 2002, filed with the U.S. Securities and Exchange Commission).

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

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

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

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

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

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

2.9	Letter Agreement, dated as of April 13, 2004, among Net Sul Comunicações Ltda, the Guarantors named therein, as Guarantors, Televisão a Cabo. Cricuma Ltda., as Guarantor,

	Wells Fargo Bank Minnesota, National Association, as Trustee, JPMorgan Chase Bank, as Registrar and Paying Agent, JPMorgan Chase Bank, as Transfer Agent, Calculation Agent and Paying Agent, J.P. Morgan Bank Luxembourg S.A., as Paying Agent and J.P. Morgan Trust Bank, as Principal Paying Agent, in respect of the Net Sul Seies A Floating Rate Notes due 2005 and Put Option.*

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

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

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

4.4	Protocol of Recapitalization of Globo Cabo S.A., dated as of April 10, 2002, among Distel Holding S.A., Globo Comunicações e Participações S.A., Roma Participações Ltda., Globo Cabo S.A., Bradesplan Participações S.A., Bradespar S.A., RBS Participações S.A., BNDES Participações S.A., and, as intervening consenting party, Net Brasil S.A., together with an English-language translation thereof (incorporated by reference to Exhibit 4.6 of the Registrant’s annual report on Form 20-F (No. 0-28860) for the fiscal year ended December 31, 2001, filed with the U.S. Securities and Exchange Commission).

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

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

8.1	List of our Subsidiaries.*

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

	302 of the Sarbanes-Oxley Act of 2002.*

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

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

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

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

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

*Previously filed

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

SIGNATURES

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

April 11, 2005

	NET SERVIÇOS DE COMUNICAÇÃO S.A.


	/s/ Francisco Tosta Valim Filho

	Name: Francisco Tosta Valim Filho
	Title: Chief Executive Officer


	/s/ Leonardo Porciúncula Gomes Pereira

	Name: Leonardo Porciúncula Gomes Pereira
	Title: Chief Financial Officer

EXHIBIT INDEX

Exhibit
Number

Description

1.1

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

2.1

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

2.2

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

2.3

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

2.4

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

2.5

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

2.6

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

2.7

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

2.8

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

2.9

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

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

4.1

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

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

4.4

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

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

4.5

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

4.6

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

8.1	List of our Subsidiaries.*

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

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

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

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

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

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

*Previously filed

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

Exhibit 12.3

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

I, Francisco Tosta Valim Filho, certify that:

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

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

Date: April 11, 2005

	/s/ Francisco Tosta Valim Filho

	Name: Francisco Tosta Valim Filho
	Title: Chief Executive Officer

Exhibit 12.4

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

I, Leonardo Porciúncula Gomes Pereira, certify that:

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

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

Date: April 11, 2005

	/s/ Leonardo Porciúncula Gomes Pereira

	Name: Leonardo Porciúncula Gomes Pereira
	Title: Chief Financial Officer