SecProbe.io

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                               [OBJECT OMITTED]

                                                                April 29, 2005

Ms. Cicely Luckey
Branch Chief
Securities and Exchange Commission
450 Fifth Street
Washington, D.C. 20549

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

Dear Ms. Luckey:

     We refer to the comment letter dated March 31, 2005 from the staff (the
"Staff") of the Securities and Exchange Commission (the "Commission") relating
to the Form 20-F of Alto Palermo 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.

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.

     The Company informs the Staff that the holders of the Senior Notes are
     not related parties. As such, the recognition of gains in connection with
     the repurchase of debt referred to in notes 7 and 8 of the notes to our
     consolidated financial statements is appropriate under both Argentine
     GAAP and US GAAP.

<PAGE>

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.

     Provided below is an analysis of the securitization accounting
     adjustments, including a description of each significant component, where
     appropriate.

     The shareholders' equity adjustments represent the difference in the
     valuation of our retained interests in the trusts related to
     securitization programs that qualified for sale treatment under US GAAP.
     Under Argentine GAAP, our retained interests in the trusts are carried at
     their equity value. Under US GAAP those retained interests are considered
     available-for-sale securities in accordance with SFAS 115 and, as a
     result, are carried at their estimated fair market value, with unrealized
     gains and losses reported as a component of other comprehensive income
     within shareholders' equity in our consolidated financial statements.
     When an other-than-temporary decline in value occurs, such losses are
     reclassified and reported in earnings.

     The US GAAP adjustments affecting shareholders' equity at December 31,
     2004 and 2003 are as follows:

<TABLE>
<CAPTION>
                                                                           2004               2003
                                                                           ----               ----
     <S>                                                                  <C>                <C>
     Equity value as reported under Argentine GAAP                        18,677,609         7,286,251

     Less: retained interests related to securitization programs
     that did not qualify as a sale under US GAAP                         (7,410,101)       (4,496,111)

     Equity value reported under Argentine GAAP of retained interests
     related to securitization programs that qualified
     as a sale under US GAAP                                              11,267,508         2,790,140

     Estimated fair market value of retained interests related to
     securitization programs that qualified as a sale under US
     GAAP                                                                  9,880,060         1,976,942

     US GAAP adjustment                                                   (1,387,448)         (813,198)
</TABLE>

     The US GAAP adjustments affecting net income as reported under Argentine
     GAAP for the years ended December 31, 2004, 2003 and 2002 are as follows:

<PAGE>

<TABLE>
<CAPTION>
                                                         2004               2003             2002
                                                         ----               ----             ----
     <S>                                              <C>                <C>             <C>
     Reversal of results recognized under
     Argentine GAAP (1)                                 (166,294)        5,795,595        10,916,254

     Recognition of results under US GAAP (2)         (2,407,935)         (550,849)      (11,920,670)

     US GAAP adjustment                               (2,574,229)        5,244,746        (1,004,416)
</TABLE>

     (1)  Includes the reversal of results reported in "net income (loss) in
          credit card trust" in our consolidated statements of income as well
          as the reversal of inflation accounting results reported within
          "financial results, net" in our consolidated statements of income.

     (2)  Primarily includes the gain or loss recorded on the sale of
          receivables plus unrealized losses on retained interests considered
          other-than-temporary.

     We will expand the note to the financial statements in future filings to
     conform to the Staff's comment.

     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 SPAS 140.

     At the time of the securitization, part of the proceeds from the sale of
     receivables is retained by the trustee and maintained as a cash reserve
     to serve as collateral for the payment of amounts due on the TDFs. Cash
     reserves flow back to the Company on a monthly basis according to a
     schedule until all TDFs are fully paid. Under Argentine GAAP, cash
     reserves are recorded at cost and classified as receivables within "other
     receivables and prepaid expenses, net" in our consolidated balance
     sheets. Under US GAAP, cash reserves are considered retained interests
     and as such they have been considered in calculating the gain or loss on
     the sale of receivables.

     Regarding receivables transferred in connection with our securitization
     programs that qualified for sale treatment under US GAAP, neither the
     Company nor the trustee have responsibility over any shortfall or failure
     in collecting the receivables which are the source of cash payment for
     the TDF holders. Furthermore, the agreements relating to the
     securitization stipulate that the rights of the beneficiaries (TDF
     holders) will not be affected by any financial or liquidity failure of
     either the trustee or the Company. The agreements also state that the
     transfer qualifies as a non-recourse transfer of receivables since if
     receivables are not collected in full,

<PAGE>

     neither the trustee nor the Company is obligated to use its own cash
     flows to cover any potential shortfall or collection failure.

     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.

     Under Argentine GAAP the Company recognizes a gain or loss on the sale of
     receivables equal to the difference, if any, between (i) the accounting
     value of the credit card receivables credited from its consolidated
     balance sheets and (ii) the amount of cash received plus the nominal
     value of the retained interest maintained in the trust. Gains or losses
     recognized under Argentine GAAP on the sale of receivables are reported
     as a component of "net income (loss) in credit card trust" in our
     consolidated statements of income. When preparing the US GAAP
     reconciliation we have considered the guidance in paragraph 11 of SFAS
     140 to calculate the gain or loss on the sale under US GAAP, which is a
     component of the US GAAP adjustment affecting net income. See response
     number 2 above for further details.

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.

     The Company informs the Staff that in considering the accounting
     treatment of our convertible notes under US GAAP we also took account of
     the guidance provided in EITF 98-5. EITF 98-5 requires that embedded
     beneficial conversion features present in convertible securities be
     valued separately at issuance when the non-detachable conversion feature
     is "in-the-money" at the commitment date. The embedded beneficial
     conversion feature should be recognized and measured by allocating to
     additional paid-in capital a portion of the proceeds equal to the
     intrinsic value of that feature. That amount is calculated at the
     commitment date as the difference between the conversion price and the
     fair value of the common stock or other securities into which the
     security is convertible, multiplied by the number of shares into which
     the security is convertible (intrinsic value). As a result of the
     analysis we performed, no proceeds were allocated to the embedded
     conversion feature since it was "out-the-money" at the commitment date
     (i.e. the intrinsic value at the commitment date was zero).

<PAGE>

     We will expand the note to the financial statements in future filings to
     conform to the Staff's comment.

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

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

     2.   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

     3.   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 or our annual
report on Form 20-F for the year ended June 30, 2004, please contact Alejandro
Elsztain at + (54 11) 4344 4636 or Gabriel Blasi at (5411) 4323 7449.

                                       Sincerely,

                                       Alto Palermo S.A. (APSA)

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

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