Exhibit 1.1
 BYLAWS  CONTAX PARTICIPAÇÕES S.A.
CONSOLIDATED VERSION FOR REFERENCE ONLY
(Bylaws approved at the ESM 11/30/04)
(Subsequent Amendments: ESM 08/17/05; ESM 03/10/06; ESM 11/28/06; ESM 07/25/07; ESM 10/17/07; ESM 06/17/08)
 CONTAX PARTICIPAÇÕES S.A.
 BYLAWS
 CHAPTER I
Name, Head Office, Purpose and Duration
 Article 1 CONTAX PARTICIPAÇÕES S.A
 Article 2 (Amendment approved at the Extraordinary General
Shareholders Meeting held on 03/10/2006)
 Article 3
 Article 4
 CHAPTER II
Capital Stock and Shares
 Article 5 (Amendment approved at the Extraordinary
General Shareholders Meeting held on 10/17/2007)
 Paragraph 1




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Paragraph 2
 Paragraph 3
 Paragraph 4
 Paragraph 5
 Paragraph 6 pro
rata temporis
 CHAPTER III
SECTION I
General Shareholders Meeting
 Article 6
 Article 7
  (i)
    
    to receive the accounts rendered by the corporation officers, discuss and
vote on the financial statements;




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(ii)
    
    elect the Board of Directors, at the appropriate time, and the Audit
Committee, if any; and(iii)
    
    to decide on the uses to which the net profits of the fiscal year should be
put, if any, and on the distribution of dividends, as the case may be; and determine
the administrators compensation.
  Article 8
 Article 9
 Article 10
 Paragraph 1
 Paragraph 2
 Article 11 
 a.
    
    to amend the Companys bylaws;b.
    
    to elect or discharge corporation officers and auditors of the Company at any
time, except the provision in the Article 17, III, of these Bylaws;c.
    
    to receive the yearly accounts drawn up by the corporations officers and to
decide on the financial statements presented by them;d.
    
    to authorize the issuance of debentures convertible into shares, except in the
Article 17, XXXI, of these Bylaws;e.
    
    to suspend rights of a shareholder;f.
    
    to resolve on the corporations transformation, consolidation, incorporation and
divestment, its dissolution and liquidation, to elect and discharge its liquidators, and
to examine their accounts;g.
    
    to resolve on the value property which the shareholder shall compete for the
capital stock composition;h.
    
    to authorize the administrators to resolve on the bankruptcy and on to request
reorganization.




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SECTION II
Management of the Company
 Article 12
 Paragraph 1
 Paragraph 2
 Paragraph 3
 SECTION III
Board of Directors
 Article 13  (Last amendment approved at the
Extraordinary Shareholders Meeting held on 06/17/2008)
 Paragraph 1
 Paragraph 2
 Article 14 
 Article 15
 Paragraph 1




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Paragraph 2
 Article 16
 Paragraph 1
 Paragraph 2
 Paragraph 3
 Paragraph 4
 Paragraph 5
 Paragraph 6
 Paragraph 7
 Article 17 
 I.
    
    to establish the general strategy of the Companys business and follow up the execution
thereof;II.
    
    to approve and change the Companys annual budget, as well as the
controlled companies annual budget, and the business goals and
strategies provided for the subsequent period;




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III.
    
    to elect and discharge, at any time, the Companys officers and
prescribe their duties, in compliance with the legal and statutory
provisions, as well as to choose the main executive of the Company;IV.
    
    Supervise the performance of the Officers, examine, at any time, the
Companys books, request information on agreements signed or about to
be signed, and take all necessary action;V.
    
    Resolve of the monthly fees to each member of the Companys Board of Directors, Executive
Board and Audit Committee, when operating, as well as to establish the guidelines regarding
the criteria of remuneration of the managers and members of the Fiscal Council of controlled
companies;VI.
    
    to appoint or discharge the independent auditors;VII.
    
    to call the General Shareholders Meeting;VIII.
    
    to approve and submit to the General Shareholders Meeting the financial statements and the Management Report of the
Company, therein included the consolidated statements;IX.
    
    to approve and amend the Internal Regulation of the Board of Directors;X.
    
    to establish the location of the Companys head office, as well as to create and close branch
offices, agencies, offices, departments and representations any part of the domestic territory
and abroad;XI.
    
    to submit to the General Shareholders Meeting the allocation to be
given to the net profits of the fiscal year;XII.
    
    to resolve on the acquisition of control and stake in other
corporations, as well as the increase in the equity interest in
controlled or associated companies in the country or abroad;XIII.
    
    to resolve on the establishment of any subsidiary;XIV.
    
    In event of not being allocated in the Companys annual budget,
authorize the divestiture, wholly or partly, of the shares owned by
Company in its controlled and associated companies, if such shares
represent more than R$10,000,000.00 (ten million Reais);XV.
    
    to authorize the Company or its controlled companies to sign joint
venture and shareholders agreements;XVI.
    
    to authorize the acquisition of shares issued by the Company for
purposes of canceling or remaining in treasury and subsequent
disposal;




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XVII.
    
    to approve investments exceeding R$10,000,000.00 (ten million
Reais), whenever not provided for in the Companys annual budget;XVIII.
    
    to approve any loan, financing or granting of any collateral or
personal guarantee by the Company or its controlled companies,
within the period comprised by the budget then in effect, which,
individually or cumulatively, exceed the amount of R$10,000,000.00
(ten million Reais);XIX.
    
    approve any individual operation whose amount exceeds
R$10,000,000.00 (ten million Reais), between the Company and its
controlled companies, on the one hand and its shareholders, their
controlled companies, associated companies, holding companies or
companies under common control, on the other;XX.
    
    to authorize the execution of agreements of any nature, including
transactions and waivers, implying obligations for the Company or
representing values in an amount exceeding R$10,000,000.00 (ten
million Reais), not provided for in the Companys budget or its
controlled companies;XXI.
    
    to authorize the Executive Officers to acquire, dispose of and
constitute mortgages or encumbrances of any nature upon permanent
assets of the Company, in amounts representing equal to or in
excess of R$10,000,000.00 (ten million Reais), not provided for in
the Companys annual budget or its controlled companies;XXII.
    
    to determine the vote to be given by the Companys representative
at the General Shareholders Meetings and meetings of the
corporations in which the Company participates as shareholder, and
previously approve the amendments to the Articles of Association of
the corporations in which the Company participates as partner,
inclusively approving the choice of the administrators of the
controlled or associated companies to be elected with the Companys
vote;XXIII.
    
    to approve the issue of subscription warrants;XXIV.
    
    to approve the issue or the sale of debentures non-convertible into
 shares and with no collateral guarantee, whether held in treasury;XXV.
    
    To resolve on the issue of shares within the authorized capital
limit, under the terms of the paragraph 1 of the Article 5 of these
Bylaws.




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SECTION IV
Executive Board
 Article 18 
 Paragraph 1 
 Paragraph 2 
 Paragraph 3
 Paragraph 4 
 Article 19  ad judicia ad negotia
 Article 20 
 Paragraph 1 
 Paragraph 2 
 Article 21 




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Paragraph 1 
 Paragraph 2 
 Article 22 
 Article 23 
 I.
    
    supervise all the Companys performance;II.
    
    supervise the performance of the other Officers;III.
    
    submit to the approval of the Board of Directors the work plans and the annual
budgets, the investment plans and the new expansion programs of the Company and of its
controlled companies, promoting its execution under the terms approved;IV.
    
    Drafting of Companys operating strategies and guidelines, as well as to establish
the criteria for the execution of the resolutions of the General Shareholders Meeting and
the Board of Directors, with the participation of the other Officers;V.
    
    coordinate and supervise the Executive Boards activities, calling and presiding the
meetings, with the casting vote in the case of a tie;VI.
    
    represent the Company in meetings and any other deliberative body of the corporations
in which the Company participates. In this event, the minutes of the Board of Directors
meeting which contain the Companys vote orientation shall be presented to the chairman of
the meeting of the aforementioned corporations;VII.
    
    exercise the other attributions which are granted to him/her by the Board of
Directors.
 Article 24 
 Article 25 
 I.
    
    set forth specific policies and guidelines derived from the general guidance of the
business established by the Board of Directors;II.
    
    elaborate the budget, the form of execution thereof and the Companys general plans,
submitting them to the approval of the Board of Directors;




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III.
    
    present to the Board of Directors the proposals from controlled companies related to
the general guidelines of organization, market development, and the investment plan and
budget;IV.
    
    present, from time to time, to the Board of Directors, the general evolution of the
Companys business;V.
    
    propose to the Board of Directors the disposal of the Companys permanent assets, if
the value of these assets is equal to or greater than R$10,000,000.00 (ten million Reais)
and the disposal is not posted in the Companys annual budget;VI.
    
    present to the Board of Directors the proposal for the Companys Internal Regulation,
with the respective organizational structure;VII.
    
    evaluate the Balance Sheet and the other financial statements and the Annual Report
of the Company, as well as the proposal for allocation of the net income, submitting them
to the Audit Committee, the Independent Auditors and the Board of Directors; andVIII.
    
    resolve on other matters of collective competence of the Executive Board or
attributed to it by the Board of Directors.
 CHAPTER IV
Audit Committee
 Article 26 
 Paragraph 1 
 Paragraph 2 
 Paragraph 3 




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CHAPTER VI
Fiscal Year, Balance Sheet and Financial Statements
 Article 27 
 Article 28 
 Paragraph 1 
 Paragraph 2 
 Paragraph 3 
 Article 29 
 Paragraph 1 
 Paragraph 2 
   (Included by the Extraordinary General Shareholders
Meeting held on 03/10/2006).




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Article 30 
 Article 31 
 CHAPTER VII
Liquidation, Dissolution and Extinguishment
 Article 32 
 Sole Paragraph 