NEW ISSUES – BOOK-ENTRY ONLY $993,450,000 Puerto Rico Electric Power Authority $509,520,000 Power Revenue Bonds, Series RR $483,930,000 Power Revenue Refunding Bonds, Series SS The Power Revenue Bonds, Series RR (the “Series RR Bonds”) and the Power Revenue Refunding Bonds, Series SS (the “Series SS Bonds” and, together with the Series RR Bonds, the “Bonds”) of Puerto Rico Electric Power Authority (the “Authority”) are being issued pursuant to a Trust Agreement, dated as of January 1, 1974, as amended, between the Authority and U.S. Bank Trust National Association, New York, New York, successor trustee (the “1974 Agreement”). The Bonds, the outstanding bonds previously issued under the 1974 Agreement and any additional bonds that the Authority may from time to time issue under the 1974 Agreement are payable solely from the net revenues of the Authority’s electric generating, transmission and distribution system. The Bonds will have the following characteristics: • The Bonds will be dated their date of delivery. • The Bonds will be registered under the book-entry only system of The Depository Trust Company (“DTC”). Purchasers of the Bonds will not receive certificates evidencing the Bonds. • Interest on the Bonds will be payable on January 1, 2006 and on each January 1 and July 1 thereafter. • The Bonds will be subject to redemption, commencing on July 1, 2015, as described herein. • The inside cover page contains information concerning the maturity schedule, interest rates and yields of the Bonds. • The scheduled payment of principal of and interest on some of the Bonds will be insured by CDC IXIS Financial Guaranty North America, Inc., Financial Guaranty Insurance Company, Financial Security Assurance Inc., MBIA Insurance Corporation, or XL Capital Assurance Inc., as indicated on the inside cover page of this Official Statement. • In the opinion of Squire, Sanders & Dempsey L.L.P., Bond Counsel, under existing law (i) assuming continuing compliance with certain covenants and the accuracy of certain representations, interest on the Bonds is excluded from gross income for federal income tax purposes and is not an item of tax preference for purposes of the federal alternative minimum tax imposed on individuals and corporations, and (ii) the Bonds and the interest thereon are exempt from state, Commonwealth of Puerto Rico and local income taxation. Interest on the Bonds may be subject to certain federal taxes imposed only on certain corporations, including the corporate alternative minimum tax on a portion of that interest. For a more complete discussion of the tax aspects of the Bonds, see Tax Matters herein. • The Authority expects that the Bonds will be available for delivery to DTC on or about April 4, 2005. • The issuance of the Bonds and the purchase of the Bonds by the Underwriters are subject to the approval of legality by Squire, Sanders & Dempsey L.L.P., Bond Counsel, and certain other conditions. O’Neill & Borges, San Juan, Puerto Rico, will pass upon certain legal matters for the Underwriters. The Bonds are not a debt or obligation of the Commonwealth of Puerto Rico or any of its municipalities or other political subdivisions, other than the Authority, and neither the Commonwealth of Puerto Rico nor any such municipalities or other political subdivisions, other than the Authority, shall be liable for the payment of the principal of or interest on the Bonds. JPMorgan Merrill Lynch & Co. Morgan Stanley Banc of America Securities LLC Citigroup Goldman, Sachs & Co Lehman Brothers Raymond James & Associates, Inc. Samuel Ramírez & Co. UBS Financial Services Inc. Wachovia Bank, National Association March 24, 2005 $993,450,000 Puerto Rico Electric Power Authority $509,520,000 Power Revenue Bonds, Series RR $483,930,000 Power Revenue Refunding Bonds, Series SS Maturity Principal Interest Maturity Principal Interest (July 1) Amount Rate Yield (July 1) Amount Rate Yield 2020˜˜ $ 21,310,000 5.00% 4.15%* 2007 $ 8,115,000 3.00% 2.86 % 2021˜ 22,410,000 5.00 4.21* 2008 3,490,000 4.00 3.04 ˜ 2022 23,560,000 5.00 4.26* 2008 5,030,000 3.00 3.04 2023˜ 24,765,000 5.00 4.30* 2009 5,285,000 5.00 3.22 2024˜ 26,035,000 5.00 4.33* 2009 3,545,000 3.125 3.22 ++ 2010 4,815,000 5.00 3.39 2025 27,370,000 5.00 4.44* ++ 2010 4,375,000 3.30 3.39 2026 28,770,000 5.00 4.45* + ++ 2011 1,310,000 5.00 3.32 2027 30,245,000 5.00 4.47* + 2011 8,230,000 3.30 3.32 2028** 31,800,000 5.00 4.52* 2012** 13,320,000 3.55 3.51 2029** 33,430,000 5.00 4.55* + ++ 2013 4,565,000 3.60 3.63 2030 35,145,000 5.00 4.54* + 2013 22,640,000 5.00 3.63 $204,680,000 5.00% Series RR Term Bonds + ˜ 2014 2,105,000 3.625 3.74 due July 1, 2035 - Yield 4.48 %* 2014+ 9,515,000 4.00 3.74 2014+ 20,020,000 5.00 3.74 + 2015 2,865,000 3.75 3.84 2015+ 14,395,000 5.00 3.84 2016+ 18,105,000 5.00 3.93 * 2017+ 170,000 3.875 4.00 2017+ 1,380,000 4.25 4.00 * 2017+ 17,665,000 5.00 4.00 * 2018+ 20,140,000 5.00 4.05 * ˜˜ 2019 23,040,000 5.00 4.11 * + 2019 2,950,000 4.00 4.11 2019+ 37,055,000 5.00 4.11 * 2020+ 3,720,000 4.00 4.15 + 2020 38,245,000 5.00 4.15 * 2021+ 44,030,000 5.00 4.21 * 2022+ 985,000 4.125 4.26 2022+ 22,945,000 5.00 4.26 * + 2023 25,120,000 5.00 4.30 * 2024+ 1,085,000 4.25 4.33 __________________________ 2024+ 25,310,000 5.00 4.33 * * Yield to July 1, 2015 call date + 2025 1,525,000 4.30 4.36 ** Insured by CIFGNA + ˜ Insured by FGIC 2025 26,180,000 5.00 4.36 * ˜˜ Insured by FSA 2030** 5,000,000 4.375 4.58 + Insured by MBIA 2030 2,760,000 4.625 4.68 ++ Insured by XLCA $32,900,000 5.00% Series SS Term Bonds due July 1, 2030˜˜ - Yield 4.46%* No dealer, broker, sales representative or other person has been authorized by the Authority or the Underwriters to give any information or to make any representations, other than those contained herein, and, if given or made, such other information or representations must not be relied upon as having been authorized by the Authority or any Underwriters. This Official Statement does not constitute an offer to sell, or the solicitation of an offer to buy, nor shall there be any sale of the Bonds offered hereby by any person in any jurisdiction in which it is unlawful for such person to make such offer, solicitation or sale. The information set forth herein has been obtained from the Authority, the Commonwealth of Puerto Rico, and other official sources that are believed to be reliable, but it is not guaranteed as to accuracy or completeness and is not to be construed as a representation by any Underwriter. The information and expressions of opinion herein are subject to change without notice, and neither the delivery of this Official Statement nor any sale made hereunder shall, under any circumstances, create any implication that there has been no change in the affairs of the Authority or the Commonwealth of Puerto Rico since the date hereof. The Underwriters have provided the following sentence, as well as the following paragraph, for inclusion in this Official Statement: The Underwriters have reviewed the information in this Official Statement in accordance with, and as part of their respective responsibilities to investors under, the federal securities laws as applied to the facts and circumstances of this transaction, but the Underwriters do not guarantee the accuracy or completeness of such information. IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVERALLOT OR EFFECT TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICES OF THE BONDS OFFERED HEREBY AND OF THE AUTHORITY’S OUTSTANDING POWER REVENUE BONDS AT LEVELS ABOVE THOSE WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME. CERTAIN STATEMENTS CONTAINED IN THIS OFFICIAL STATEMENT REFLECT NOT HISTORICAL FACTS BUT FORECASTS AND “FORWARD-LOOKING STATEMENTS.” THESE STATEMENTS ARE BASED UPON A NUMBER OF ASSUMPTIONS AND ESTIMATES THAT ARE SUBJECT TO SIGNIFICANT UNCERTAINTIES, MANY OF WHICH ARE BEYOND THE CONTROL OF THE AUTHORITY. IN THIS RESPECT, THE WORDS “ESTIMATES,” “PROJECTS,” “ANTICIPATES,” “EXPECTS,” “INTENDS,” “BELIEVES” AND SIMILAR EXPRESSIONS ARE INTENDED TO IDENTIFY FORWARD-LOOKING STATEMENTS. ALL PROJECTIONS, FORECASTS, ASSUMPTIONS, EXPRESSIONS OF OPINIONS, ESTIMATES AND OTHER FORWARD-LOOKING STATEMENTS ARE EXPRESSLY QUALIFIED IN THEIR ENTIRETY BY THIS CAUTIONARY STATEMENT: ACTUAL RESULTS MAY DIFFER MATERIALLY FROM THOSE EXPRESSED OR IMPLIED BY FORWARD- LOOKING STATEMENTS. Other than with respect to the information concerning CDC IXIS Financial Guaranty North America, Inc. (“CIFGNA”), Financial Guaranty Insurance Company (“FGIC”), Financial Security Assurance Inc. (“FSA”), MBIA Insurance Corporation (“MBIA”) and XL Capital Assurance Inc. (“XLCA”) contained under the heading “Bond Insurance” of this Official Statement, none of the information in this Official Statement has been supplied or verified by CIFGNA, FGIC, FSA, MBIA or XLCA. CIFGNA, FGIC, FSA, MBIA and XLCA make no representation or warranty, express or implied, as to (i) the accuracy or completeness of such information, (ii) the validity of the Bonds, or (iii) the tax exempt status of the interest on the Bonds.