SecProbe.io

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March 31, 2005

Mail Stop 04-09

Mr. Alejandro Elsztain, Chief Executive Officer
Alto Palermo S.A. (APSA)
Moreno No. 877, 22nd  Floor (C1091AAQ)
Buenos Aires, Argentina

RE:	Alto Palermo S.A. (APSA)
            File No.  0-30982
	Form 20-F for the year ended June 30, 2004

Dear Mr. Elsztain :

We have reviewed the above referenced filing and have the
following
comments.  We have limited our review to only your financial
statements and related disclosures and will make no further review
of
your documents.  As such, all persons who are responsible for the
adequacy and accuracy of the disclosure are urged to be certain
that
they have included all information required pursuant to the
Securities Exchange Act of 1934.

In our comments, we ask you to provide us with supplemental
information so we may better understand your disclosure.  Please
be
as detailed as necessary in your explanation. After reviewing this
information, we may or may not raise additional comments.

Please understand that the purpose of our review process is to
assist
you in your compliance with the applicable disclosure requirements
and to enhance the overall disclosure in your filings.  We look
forward to working with you in these respects.
We welcome any questions you may have about our comments or on any
other aspect of our review.  Feel free to call us at the telephone
numbers listed at the end of this letter.

Note 16 Differences between Argentine GAAP and US GAAP

I. Differences in measurement methods
1. Refer to notes 7 and 8 on page F-29 relating to the gains
recorded
in connection with the repurchase of debt.  Explain to us the
nature
of your relationship with the Senior Notes holders. If they are
related parties, explain to us how you considered footnote 1 of
APB
26 in preparing your reconciliation to US GAAP. Often, under US
GAAP,
the extinguishments of debt among related parties are, in
substance,
capital transactions.

k) Securitization Accounting, page F-42
2. Supplementally provide us an analysis that quantifies and
describes each significant component of the securitization
accounting
adjustment, and consider expanding this note in future filings
accordingly.
3. Explain to us the terms of the credit protection for investors
as
mentioned in note 11, how you account for the cash reserves for
losses relating to these agreements and how you considered these
matters in preparing your reconciliation to US GAAP. In
particular,
explain to us why receivables that are transferred with recourse
qualify for sale treatment rather than as a secured borrowing.
Refer
to the guidance in paragraph 113 of SFAS 140.
4. Tell us where in the financial statements you reported the gain
or
loss on the sale of receivables and how you considered this
presentation in preparing your reconciliation to US GAAP. Refer to
paragraph 11 of SFAS 140 and consider expanding this note in
future
filings accordingly.

u) Accounting for convertible securities, page F-46
5. We note that you applied APB 14 to your convertible notes under
US
GAAP. Explain to us how you considered the provisions of EITF 98-5
and 00-27 as well in preparing your reconciliation to US GAAP, and
consider expanding this note in future filings accordingly.

Please respond to these comments within 10 business days or tell
us
when you will provide us with a response.  Please file your letter
on
EDGAR.

We urge all persons who are responsible for the accuracy and
adequacy
of the disclosure in the filing reviewed by the staff to be
certain
that they have provided all information investors require for an
informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.

In connection with responding to our comments, please provide, in
writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and

* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

In addition, please be advised that the Division of Enforcement
has
access to all information you provide to the staff of the Division
of
Corporation Finance in our review of your filing or in response to
our comments on your filing.

Please file your response on EDGAR. If you have any questions, you
may contact
Jorge L. Bonilla at (202) 942-1993 or me at (202) 942-1975.

Sincerely,

Cicely Luckey

Branch Chief
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Alto Palermo S.A. (APSA)
Page 3 of 3

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