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           [Letterhead of IRSA Inversiones y Representaciones S.A.]

                                April 15, 2005

By Facsimile and Courier

Mr. Steven Jacobs
Securities and Exchange Commission
450 Fifth Street
Washington, D.C. 20549

Re:      IRSA Inversiones y Representaciones S.A.
         Form 20-F for the year ended June 30, 2004
         Form 6-K filed February 24, 2005
         File No. 1-13542

Dear Mr. Jacobs:

         We refer to the comment letter dated March 9, 2005 from the staff
(the "Staff") of the Securities and Exchange Commission (the "Commission")
relating to the Form 20-F and the Form 6-K of IRSA Inversiones y
Representaciones S.A. (the "Company", "we" or "us") referenced above. We are
providing the following responses to the Staff's comment letter and have
numbered each response to correspond to the numbered comments in said comment
letter. All comments received from the Staff have been reproduced here for
ease of reference. This response letter is hereby submitted for filing by
direct electronic transmission under the U.S. Securities Act of 1933, as
amended.

Form 20-F for the year ended June 30, 2004

Item 8.  Financial Information

Legal or Arbitration Proceedings, page 145

1.       Clarify to us and in future filings whether a loss related to any of
         these matters is considered to be probable or reasonably possible and
         provide the related disclosures required by SFAS 5. If the loss is
         considered to be reasonably possible, provide the disclosures
         required by paragraph 10 of SFAS 5. Such additional disclosures may
         be included in this section or in Note 20 to the financial
         statements, which includes any additional disclosures required by US
         GAAP.

<PAGE>
Mr. Steven Jacobs
Securities and Exchange Commission
April 15, 2005
Page 2

         With respect to the matters described in this section, management's
         best estimate is that a potential loss exists only with respect to
         litigation brought by former shareholders of Shopping Neuquen. As a
         result, we accrued a reserve at June 30, 2004 of Ps.2.2 million in
         respect of their claim which is management's best estimate of the
         probable loss we will incur in this regard. Management considers that
         losses in respect of the other matters described under the heading
         "Legal or Arbitration Proceedings" to be remote. In future filings we
         will provide the related disclosures as appropriate and as required
         by SFAS 5.

2.       The last paragraph in this section, page 147 discusses other
         litigation and indicates that "the litigation" is not likely to have
         a significant effect on the financial statements. This does not
         correlate to the classifications of likelihood under paragraph 3 of
         SFAS 5. Please advise us supplementally of how you analyzed the
         litigation in accordance with SFAS 5 and revise the disclosure in
         future filings.

         We record a loss contingency when management determines that it is
         probable that a future cost will be incurred and that cost can be
         reasonably estimated. These loss contingencies and accruals are based
         on recent developments in respect of the matter under consideration,
         management's estimates of the outcome of the matter and our
         attorneys' advice, based on their experience in litigating related
         matters, regarding potential outcome. We believe that our analysis
         complies with the requirements of SFAS 5. In future filings, we will
         revise the disclosure as appropriate to ensure it continues to
         address the Staff's comment.

Item 7.  Major Shareholders and Related Party Transactions

B.  Related Party Transactions

IRSA Management ownership plan, page 142

3.       The disclosure under this heading relates to agreements dated October
         30, 1997 and references expanded disclosure under the caption
         "Compensation". Under the caption "Compensation" there is disclosure
         of agreements dated October 30, 1997 (page 138). However, these
         agreements do not appear to relate to a management ownership plan.
         Clarify to us and in future filings whether the Master Executive
         Employment Agreements and the management ownership plan are
         one-in-the-same and whether such agreements are the same as the
         Noncontributory Management Stock Ownership Plan discussed in Note 5e
         to the financial statements (page F-30).

         The management ownership plan referred to in Item 7B is the
         Noncontributory Management Stock Ownership Plan discussed in Note 5e
         to the financial statements. The "Compensation" caption in the Form
         20-F for the fiscal year ended June 30, 2003 stated that in February
         2003 the trust established in connection with this plan had been
         liquidated according to its terms and the remaining shares were
         distributed on a pro rata basis among the beneficiaries. Since the
         Noncontributory Management Stock Ownership

<PAGE>
Mr. Steven Jacobs
Securities and Exchange Commission
April 15, 2005
Page 3

         Plan was liquidated in the previous fiscal year, it was not disclosed
         in the "Compensation" caption in Item 6B of our annual report on Form
         20-F for the fiscal year ended June 30, 2004. The cross-reference to
         the "Compensation" caption should have been deleted and will be
         removed from future filings. In future filings we will also clarify
         this disclosure by including a description of the status of the
         Noncontributory Management Stock Ownership Plan in Item 7B.

Repurchase Agreement with APSA, page 142

4.       Supplementally clarify to us the terms of the loans to APSA and the
         senior notes issued by APSA. Specifically address such terms as the
         maturity dates, whether interest is stated or imputed, and whether
         payments are due periodically or only upon maturity.

         On January 18, 2001, APSA issued US$120.0 million of secured Senior
         Notes (the "Senior Notes") in three classes: (i) US$40.0 million of
         Class A-2 notes due January 13, 2005, at a corrected Badlar interest
         rate plus 395 basis points; (ii) US$5.0 million of Class B-1 notes,
         which APSA issued together with its wholly-owned subsidiary SAPSA,
         and which are due on January 13, 2005, at a rate of 90-day LIBOR plus
         475 basis points, and (iii) US$75.0 million of Class B-2 notes, which
         APSA issued together with SAPSA, maturing at various dates through
         January 13, 2005, at a corrected Badlar rate plus 395 basis points.

         The Senior Notes are guaranteed by a trust agreement pursuant to
         which all of the shares of SAPSA were transferred to a trust. The
         Trust Agreement was entered into on January 16, 2001, among APSA and
         Ritelco, as shareholders of SAPSA, RioTrust S.A., as trustee, and the
         holders of the Senior Notes as beneficiaries.

         The Public Emergency Law, enacted on January 6, 2002 and Decree No.
         214/02 of the National Executive Branch, established the conversion
         to Pesos of all loans and agreements in effect that had been
         denominated in U.S. Dollars or any other foreign currency at the
         exchange rate of Ps.1.00 = US$1.00. The pesification of debts
         affected APSA's Senior Notes and required these Senior Notes to be
         adjusted as of February 3, 2002 by the CER. With respect to interest
         rates, Argentine Central Bank Communication "A" 3507, dated March 13,
         2002, established a fixed interest rate of 8% for the Senior Notes.

         On January 7, 2005, APSA repurchased the Senior Notes from us and
         from Parque Arauco for Ps.5.1 million and Ps.2.6 million,
         respectively. The implicit interest rate included in the repurchase
         price was 13%. Neither IRSA nor Parque Arauco received any other
         payment in respect of the Senior Notes.

<PAGE>
Mr. Steven Jacobs
Securities and Exchange Commission
April 15, 2005
Page 4

5.       Supplementally clarify to us what is meant by "the agreement is
         likely to be renewed upon expiration". For example, does this pertain
         to the original agreement or to the repurchase on January 7, 2005?
         Also, when is the expiration?

         The repurchase agreement expired on January 7, 2005 and APSA
         repurchased the securities as set forth in the repurchase agreement.
         The statement "the agreement is likely to be renewed upon expiration"
         means that APSA and Parque Arauco and IRSA could agree to extend the
         date on which APSA may repurchase these securities.

Form 6-K filed on February 24, 2005

Provision for Unexpired Claims Against Llao Llao Holding S.A., page 33

6.       Clarify to us and in future filings how you have assessed this matter
         in accordance with the terms of SFAS 5. For example, clarify whether
         the increased provision is considered "probable" under SFAS 5 and
         whether the amount of the provision represents management's best
         estimate of the liability or the low end of a potential range. Refer
         to FIN 14.

         During the fiscal year ended June 30, 2004, we recognized an
         additional provision as a result of an assessment of the referenced
         litigation following guidance provided under SFAS 5. An additional
         loss that is probable to be incurred, based on management's
         estimates, as a result of the differences in the settlement of
         interest and expense due and payable, resulted in the recording of an
         additional accrual. The increased provision was based on our best
         estimate of the amount represented by this liability.

7.       Supplementally explain to us why disclosure of this matter was not
         included in the disclosures under the heading "Legal or Arbitration
         Proceedings" in your Form 20-F for the year ended June 30, 2004. In
         addition, tell us when the matter was resolved and how you have
         considered paragraph 11 of SFAS 5.

         The Llao Llao litigation has not been resolved. All information
         available in connection with this matter was taken into account when
         our management considered the potential loss contingency recorded at
         June 30, 2004 and no further developments had arisen as of February
         10, 2005. We did not include a discussion of this matter under the
         heading "Legal and Arbitration Proceedings" because we believe there
         is no possibility that an additional loss in excess of the amount
         accrued and recorded in our financial statements could be incurred.

<PAGE>
Mr. Steven Jacobs
Securities and Exchange Commission
April 15, 2005
Page 5

         In connection with the foregoing responses, the Company hereby
acknowledges and agrees that:

             o    the Company is responsible for the adequacy and accuracy of
                  the disclosure in the responses to the Staff's comments
                  contained in this letter;

             o    any comments from the Staff or changes to disclosure in
                  response to the Staff's comments do not foreclose the
                  Commission from taking any action with respect to the
                  responses contained in this filing; and

             o    the Company may not assert the Staff's comments as a defense
                  in any proceeding initiated by the Commission or any person
                  under the federal securities laws of the United States.

         If you have any questions regarding the foregoing responses, our
annual report on Form 20-F for the year ended June 30, 2004 or our Form 6-K
filed February 24, 2005, please contact Gabriel Blasi.

                                         Sincerely,

                                         IRSA INVERSIONES Y REPRESENTACIONES
                                         SOCIEDAD ANONIMA

                                         By:
                                              --------------------------------
                                         Gabriel Blasi
                                         Chief Financial Officer

cc:      David L. Williams, Esq.
         Jaime Mercado, Esq.

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