Exhibit
      1.2





**BYLAWS
      OF**


**TELEFONICA
      DE ARGENTINA S.A.**










**ARTICLE
      ONE:** Under the
      company name “Telefónica de Argentina S.A.”, the company organized under the
      name of Sociedad Licenciataria Sur Sociedad Anónima continues operating, having
      legal address in the City of Buenos Aires. The company’s legal address may not
      be moved outside the Argentine Republic without the prior consent of the
      relevant authority or any future superseding authority.





**ARTICLE
      TWO:** The term
      of the company is ninety nine years as from its registration with the Public
      Registry of Commerce.





**ARTICLE
      THREE:** The
      purpose of the company is to deliver, on its own or through third parties or
      in
      association with third parties, telecommunications public services, except
      for
      broadcasting, as per the terms, where applicable, of the licenses to be granted
      by the relevant authorities. Likewise, the company may sell equipment,
      facilities and assets related to telecommunications as well as deliver any
      kind
      of services, including accounting, human resources and tax consulting and
      management. To that end, the company has full legal capacity to acquire rights,
      take obligations and carry out any such acts not forbidden by the laws and
      these
      By-Laws, including taking borrowings, either public or private, by the issue
      of
      debentures or corporate bonds. This corporate purpose may not be modified by
      the
      shareholders without the prior consent of the relevant authority.





**ARTICLE
      FOUR:** The
      capital stock, as well as its evolution during the last three fiscal years,
      shall be reported in the Company's financial statements as provided for by
      the
      applicable rules. Such capital is represented by common, registered shares,
      with
      a par value of ten cents of peso each and entitled to one vote per share, and
      is
      divided into Class A shares, representing at least 51% of the capital stock
      and
      recognizing restrictions on their transfer as set forth by the applicable rules
      and these ByLaws, and Class B shares. The capital stock may be increased by
      decision of the General Meeting with no restriction or need of amendment to
      the
      ByLaws.





**ARTICLE
      FIVE:** Common
      shares to be issued in the future shall be Class “A” and Class “B” registered
      shares with the same characteristics as those already set and under the
      effective laws and regulations. In any issue of common shares, the Class “A” to
      Class “B” share ratio upon holding the relevant Meeting shall be observed unless
      said Meeting resolves to proceed as per the second paragraph, section 194,
      Law
      19,550. The Meeting may also decide on the issue of preferred registered shares.
      Preferred shares shall be entitled to a preferred dividend, whether cumulative
      or not, as per the terms of issue, and they may also have an addition profit
      sharing and/or advanced redemption at the company's choice and under the terms
      set upon issue thereof.





**ARTICLE
      SIX:** Registered shares should be registered in the holders’ accounts by the issuing
      Company in the registered share book under the provisions of section 213, Law
      19,550, as applicable, or by Commercial or Investment Banks or authorized
      Securities Funds ( *Cajas
      de Valores* ).





**ARTICLE
      SEVEN:** In the
      event of arrears in paying up the capital, the Board may choose between: a)
      providing for that the relevant shareholders' preemptive rights on the shares
      in
      arrears be sold at a public auction, whereby the shareholder in arrears will
      bear the auction expenses and penalty interest notwithstanding his/her
      responsibility for damages; b) declare the expiration of said preemptive rights,
      in which case the penalty shall enure following warning to pay in the amount
      in
      no more than 30 days losing the already paid amounts; or c) require the
      observance of the preemptive agreement plus the relevant compensation for
      damages.





**ARTICLE
      EIGHT:** The
      preferential right for new issues of common shares shall be governed by section
      194, Law 19,550. In the event of an issue of shares divided into the two classes
      foreseen by article four of these By-Laws, the right to increase shall be
      understood as limited to the relevant class non-bought shares. If once the
      right
      to increase within Class “B” has been exercised and there is a remnant thereof
      left, it may be bought by the two class shareholders, indistinctively on a
      pro
      rata with the shares then bought. Only in the event there is a remnant left
      after exercising the above mentioned preferences, the same may be offered to
      third parties.





**ARTICLE
      NINE:** The
      transmission of “Class A” shares and preemption rights thereon shall be subject
      to the prior consent of the relevant authority. The company shall not recognize
      any transmission of “Class A” shares or preemption rights thereon without any
      such consent.





**ARTICLE
      TEN:** The
      administration and management of the company shall rest in a Board of Directors
      consisting of the number of members to be set by the Meeting between three,
      at
      least, and eight, at most, for a one-year term. The Meeting should appoint
      alternates in the same or a lower number than the incumbents and for the same
      term in order to fill any vacancy that may occur as per the order or method
      to
      be set by the Meeting notwithstanding the provisions of article eleven hereof.
      In the event of plurality of members, in the first meeting the directors should
      appoint a Chairman and may also appoint a Vice Chairman who will replace the
      Chairman in case of absence or impediment. The Board will hold meetings with
      the
      absolute majority of members in attendance or communicated with one another
      by
      means of simultaneous transmission of sound, images or words, and it shall
      resolve by majority of votes in attendance or via the above mentioned means
      of
      communication. In the event of a tie, the decision voted by the Board’s Chairman
      shall be adopted. In the event meetings are held with members communicated
      remotely, their names shall be recorded in the minutes, and the Statutory
      Committee shall state the legality of the decisions made therein. Likewise,
      in
      those cases, videoconferencing shall be used. The Meeting sets the Board’s
      compensation. The Board may appoint delegate directors from its members and
      who
      shall act as general managers as well as special managers under the terms of
      section 270, Law 19,550.





**ARTICLE
      ELEVEN** :
      Once the
      number of directors is set by the Meeting, Class “A” shareholders shall appoint
      up to six incumbent members and up to six alternate members. Likewise, Class
“B”
shareholders shall appoint one incumbent member and one alternate member unless
      the total number of directors is the same as or higher than six, in which case
      the number of directors to be appointed by Class “B” shareholders shall be two
      incumbent directors and two alternate directors. For the purposes of this
      article, Class “A” and Class “B” shareholders shall hold special meetings which,
      if applicable, shall be convened in the first and subsequent callings
      simultaneously with the relevant general meeting. The directors appointed as
      per
      the above procedure may only be removed by the appointing class or classes,
      notwithstanding the power of the general meeting to remove the entire Board
      by
      majority of votes of the two class shareholders.





**ARTICLE
      TWELVE:** The
      directors shall furnish the following bond: one thousand pesos cash each to
      be
      deposited at their main office.





**ARTICLE
      THIRTEEN:** The Board
      shall have all the powers to manage and dispose of the assets, including any
      such powers where the law requires special powers of attorney, as per article
      1881 of the Civil Code and section 9 of Law Decree 5965/63. Consequently, the
      Board may carry out on behalf of the Company any such legal action conducive
      to
      comply with the corporate purpose, among others, operate with *Banco
      de la Nación Argentina, Banco de la Provincia de Buenos Aires* ,
      and
      other official or private credit institutions, set up agencies, branches and
      any
      other kind of representation inside or outside the country; grant judicial
      powers of attorney to one or more persons including for criminal cases or
      out-of-court cases with the scope and extent deemed convenient. The Board's
      chairman or his replacement shall





hold
      the
      legal representation of the company in order to put forth and answer
      interrogatories  or
      give
      testimony in a judicial or administrative venue. The director to be appointed
      by
      the Board shall also hold said representation.





**ARTICLE
      THIRTEEN** ***BIS*** **:** The
      Company shall have an Audit Committee whose main role will be to provide support
      to the administration body in internal control functions. The Audit Committee
      should comply with the provisions contained in the *Régimen
      de Transparencia de la Oferta Pública* (Public
      Offer Transparency Regime) approved by Decree No. 677/01, Resolution No. 400/02
      of the Argentine Securities and Exchange Committee and any other applicable
      regulation. The Committee shall consist of three or more members of the Board,
      whose majority shall be independent as per the criteria determined by the
      Argentine Securities and Exchange Committee. The members of the Committee shall
      be appointed by the Board upon the Board Chairman’s proposal and should have
      majors in accounting, financial or business areas. The Audit Committee shall
      have the functions determined by the applicable rules and, specifically, those
      determined by the Meeting or the Board to be included in its Internal
      Regulations. The Audit Committee shall have powers to set its own Internal
      Regulations and shall report to the Board.





**ARTICLE
      FOURTEEN:** The
      surveillance of the company shall be performed by the Statutory Committee
      consisting of three incumbent auditors and three alternate auditors to be
      appointed by the Meeting for a one-year term. The Statutory Committee shall
      hold
      meetings with two members in attendance and shall resolve by their favorable
      vote, not withstanding the individual auditor's powers. A Chairman shall be
      appointed from their incumbent members. The alternate members of the Statutory
      Committee shall fill any such vacancies in their order of appointment. The
      Statutory Committee may be represented by any members at Board and Shareholder
      meetings.





**ARTICLE
      FIFTEEN:** Meetings
      may be convened as per the provisions of the applicable laws and the relevant
      notice of meeting notwithstanding its own provision for a Unanimous Meeting.
      In
      the event of a Regular Meeting and a Special Class Meeting, the second call
      may
      be simultaneous with the first one. The Meetings may be held remotely in the
      manner and pursuant to the procedures stated by the applicable
      regulations.





**ARTICLE
      SIXTEEN:** Each paid
      in common share confers one right to vote. The quorum and majority determined
      by
      sections 243 and 244 of Law 19,550 as per the class of meeting, notice and
      relevant agenda shall be applicable.





**ARTICLE
      SEVENTEEN:** The
      economic year will end on December 31 st each
      year. As of that date, the financial statements shall be prepared under the
      effective provisions and technical rules. The Meeting may change the year-end
      date following the prior consent of the relevant authority and filing the
      relevant resolution with the Public Registry of Commerce. The realized and
      liquid profits shall be allocated as follows: a) five per cent up to twenty
      percent of the paid in capital to the legal reserve fund; b) to the Board and
      Statutory Committee’s compensation; c) to preferred share dividend with priority
      of unpaid cumulative dividend; d) the balance, in whole or in part, to an
      additional participation of preferred shares and common share dividend or
      statutory or provision funds or a new account or to the use decided by the
      meeting. Dividend shall be paid on a pro rata with the relevant payments within
      a year of their declaration.





**ARTICLE
      EIGHTEEN:** The
      liquidation of the company may be conducted by the Board or by the trustee/s
      appointed by the Meeting, under the surveillance of the Statutory Committee,
      if
      applicable. Once the liabilities have been paid and the capital reimbursed,
      the
      remaining amount shall be distributed among the shareholders on a pro rata
      with
      their relevant payments.