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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D
Under the Securities Exchange Act of 1934
 
(Amendment No. 1)

 
Empresa Distribuidora y Comercializadora Norte S.A. (EDENOR)
(Distribution and Marketing Company of the North)
(Name of Issuer)
 
American Depositary Shares (“ADSs”), each representing 20 Class B Shares (“Class B Shares”)
(Title of Class of Securities)
 
N/A
(CUSIP Number)
 
Romina Benvenuti
Ortiz de Ocampo 3302
Building #4
C1425DSR
Buenos Aires
Argentina
Tel: 54 11 4809 9520
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
 
November 1, 2010
(Date of Event which Requires Filing of this Statement)
 
If the Reporting Person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d -1(e), 240.13d -1(f) or 240.13d -1(g), check the following box. o
 
Note.    Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d -7 for other parties to whom copies are to be sent.
 
The remainder of this cover page shall be filled out for a Reporting Person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
 
(Continued on following pages)
 
 
 
 
CUSIP No. N/A
13D
Page 2 of 5 Pages  
 
1
NAMES OF REPORTING PERSONS
Pampa Inversiones S.A.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
(a) 
(b)
o
o
3
 SEC USE ONLY
4
SOURCE OF FUNDS
N/A
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
     o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
Uruguay
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
7
SOLE VOTING POWER
-0-
8
SHARED VOTING POWER
39,041,835
9
SOLE DISPOSITIVE POWER
-0-
10
SHARED DISPOSITIVE POWER
39,041,835
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
39,041,835
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
     o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
8.8%
14
TYPE OF REPORTING PERSON
HC - CO
 
 
Page 2 of 5 Pages
 

CUSIP No. N/A
13D
Page 3 of 5 Pages  
 
1
NAMES OF REPORTING PERSONS
Pampa Energia S.A. (Pampa Energy Inc.)
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
(a) 
(b)
o
o
3
 SEC USE ONLY
4
SOURCE OF FUNDS (see instructions)
N/A
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
   o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
Argentina
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
7
SOLE VOTING POWER
39,041,835
8
SHARED VOTING POWER
-0-
9
SOLE DISPOSITIVE POWER
39,041,835
10
SHARED DISPOSITIVE POWER
-0-
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
39,041,835
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
     o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
8.8%
14
TYPE OF REPORTING PERSON
HC - CO

 
Page 3 of 5 Pages
 


This Amendment No. 1 amends and supplements the Schedule 13D filed by Pampa Inversiones S.A. (“PISA”) and Pampa Energía S.A. (“Pampa Energía”) with the Securities and Exchange Commission on September 28, 2010 (the “Schedule 13D”), related to the American Depository Shares (“ADSs”), each representing 20 Class B Shares (“Class B Shares”) of Empresa Distribuidora y Comercializadora Norte S.A. (Edenor), an Argentina sociedad anonima (the “Company”).

Items 4 and 5 of the Schedule 13D are hereby amended and restated, as follows:

Item 4.  Purpose of Transaction.

Pampa Energía has caused its subsidiary PISA to sell Shares of the Issuer to take advantage of favorable market conditions.

Item 5.  Interest in Securities of the Issuer.
(a) and (b).                      The Reporting Persons have, as of November 5, 2010, the following interests in the Shares:

 
Shares
Beneficially
 Owned
% of Class
Sole
Power to
Vote
Shared
Power to
Vote
Sole
Power to
Dispose
Shared
Power to
Dispose
PISA
39,041,835
8.8%
-0-
39,041,835
-0-
39,041,835
Pampa Energía
39,041,835
8.8%
39,041,835
-0-
39,041,835
-0-

To the knowledge of the Reporting Persons, none of the executive officers or directors of each of PISA and Pampa Energía owns any Shares with the exception of Gustavo Mariani, a director of Pampa Energía, who owns 640,000 Class B Shares, or 0.1% of the Shares, and has the sole power to vote and dispose of these 640,000 Class B Shares.

(c)                      In the past sixty days, PISA has effected the following transactions in the Class B Shares through brokers on the Bolsa de Comercio de Buenos Aires (Buenos Aires Stock Exchange):

Date of
Transaction
 Shares Sold
Price per Share
(Ps.)
Broker
November 2, 2010
 
404,688
Ps. 2.2128
Allaria Ledesma Soc. de Bolsa

In the past sixty days, PISA has effected the following transactions in the ADSs through brokers on the New York Stock Exchange:

Date of
Transaction
ADSs Sold
Equivalent
 Number of
Shares
Price per ADSs
(U.S. dollars)
Broker
September 28, 2010
35,000
700,000
U.S. $8.0198
JP Morgan Sec.
October 27, 2010
123,275
2,465,500
U.S. $11.7215
JP Morgan Sec.
November 1, 2010
155,100
3,102,000
U.S. $10.8878
JP Morgan Sec.
November 2, 2010
105,680
2,113,600
U.S. $11.1098
JP Morgan Sec.
November 3, 2010
37,085
741,700
U.S. $10.9303
JP Morgan Sec.
November 4, 2010
57,490
1,149,800
U.S. $11.1722
JP Morgan Sec.

Pampa Energia has not and, to the knowledge of the Reporting Persons, Gustavo Mariana has not, effected any transactions in the Shares or ADSs in the past sixty days.
 

Page 4 of 5 Pages
 
 
 
SIGNATURE
 
     After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
 
Dated:  November 5, 2010
 
 
PAMPA INVERSIONES S.A.
   
 
By: /s/ Ricardo Torres          
 
      Name: Ricardo Torres
      Title:   President
   
 
PAMPA ENERGIA S.A.
   
 
By: /s/ Roberto Maestretti   
 
      Name: Roberto Maestretti
      Title:  Chief Financial Officer
   
   
   
   
   

 
 
Page 5 of 5 Pages