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The Republic of Argentina

Offers to Owners of

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 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:

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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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:

     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:

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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

      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.

      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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      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 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

      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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           Risks relating to 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

      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.

      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.

      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.

      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: