EXHIBIT 1.1

                  TELE CENTRO OESTE CELULAR PARTICIPACOES S.A.

                                     BYLAWS

                                   CHAPTER I

                      ON THE CHARACTERISTICS OF THE COMPANY

ARTICLE 1. TELE CENTRO OESTE CELULAR  PARTICIPACOES  S/A is a limited  liability
corporation controlling the following carriers of personal mobile service (PMS):
TELEGOIAS CELULAR S/A, TELEMS CELULAR S/A, TELEMAT CELULAR S/A, TELEACRE CELULAR
S/A TELERON CELULAR S/A, and NBT-NORTE BRASIL TELECOM S.A.

ARTICLE 2. The Company's purposes are:

I - to control the Personal Mobile Service carriers;

II - to promote the expansion and  implementation  of mobile  telecommunications
services   through  its  subsidiaries   and  affiliated   companies,   in  their
corresponding concession areas;

III - to promote,  carry out, or direct the  financing of capital from  domestic
and international sources to be deployed by the Company and its subsidiaries;

IV - to promote and support  study and research  activities  aimed at developing
the  telecommunications  sector,  including  but  not  limited  to the  wireless
telecommunications sector;

V - to provide  specialized  technical and  consulting  services in the areas of
telecommunications,  Internet,  information  technology,  finance,  and investor
relations, through its subsidiaries or affiliated companies;

VI  - to  promote,  support,  and  coordinate,  directly  or  by  means  of  its
subsidiaries or affiliated companies,  the training and development of personnel
required to perform activities in the telecommunications  sector,  including but
not limited to the wireless telecommunications sector;

VII  - to  import  and  export  goods  and  services  for  itself  and  for  its
subsidiaries and affiliated companies, directly or by means of third-parties;

VIII - to provide telecommunications services and related activities,  including
but  not  limited  to  cellular  mobile  services,   personal  mobile  services,
specialized   limited   services,   specialized   mobile  services,   multimedia
communication  services,  fixed line  switched  telephone  services,  and global
mobile services using non-geostationary satellite;

IX - to trade  foreign  satellite  capacity  in Brazil and to explore  Brazilian
satellites for the transportation of telecommunications signals;

X - to provide  value-added  services,  including  but not  limited to  Internet
access services, using fixed-line and cellular telephone line networks, cable TV
networks, wireless and private lines, among other networks;

XI - to provide  telecommunications  capacity,  means, and services to companies
holding  authorizations,  permits or concessions  to explore  telecommunications
services and to providers of value-added services;

XII - to participate in the capital stock of other commercial or  non-commercial
corporations,   as  shareholder,   quotaholder,   or  partner,  as  well  as  in
consortiums;

XIII - to  exercise  other  activities,  similar  or  related  to its  corporate
purpose.

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ARTICLE 3. The Company is  headquartered  in the Federal  District of Brazil and
may,  as  a  result  of  its  Executive  Committee,  incorporate  or  extinguish
subsidiaries,   agencies,  branches,  offices,  departments  and  representation
offices anywhere in Brazil and abroad.

ARTICLE 4. The  Company is to remain  effective  for an  undetermined  period of
time.

                                   CHAPTER II

                                 CAPITAL STOCK

ARTICLE  5. The  Company's  subscribed  and fully  paid-in  Capital  Stock is R$
570,095,340.10 (five hundred and seventy million,  ninety-five  thousand,  three
hundred and forty Brazilian Reais and ten cents), represented by 379,200,036,582
(three  hundred  and  seventy-nine  billion,  two  hundred  million,  thirty-six
thousand,  five hundred and eighty-two)  shares, of which  126,433,338,109  (one
hundred and twenty-six  billion,  four hundred and thirty-three  million,  three
hundred and thirty-eight  thousand,  one hundred and nine) are common shares and
252,766,698,473 (two hundred and fifty-two billion,  seven hundred and sixty-six
million, six hundred and ninety-eight thousand,  four hundred and seventy-three)
are preferred shares, all of which having no face value or certificate.

ARTICLE 6. The  Company is  authorized  to  increase  its  capital  stock  after
deliberation   of  its  Board,   until  the  limit  of  seven  hundred   billion
(700,000,000,000) common or preferred shares.

SOLE PARAGRAPH.  Within the authorized capital stock limit stated in the caption
of the  present  Article,  the  Company's  Board of  Directors  may  approve the
granting of a share purchase option to its administrators, employees, and to any
natural person rendering  services to the Company or to companies  controlled by
the Company.

ARTICLE 7. The  capital  stock is  represented  by common  shares and  preferred
shares with no par value,  and there is no  obligation  to maintain a proportion
between  the number of common and  preferred  shares upon  increases  of capital
stock, conditional on the compliance with legal and statutory provisions.

ARTICLE 8. By decision of the Board of Directors,  (i) preemptive  rights may be
excluded in the  issuing of shares,  debentures  convertible  into  shares,  and
subscription warrants whose placement is done by:

I - public subscription or sale at a Stock Exchange;

II - exchange for shares in a public offering for acquisition of control, in the
terms of articles 257 and 263 of Law number 6404/76; and

III - use of tax incentives provided by specific laws.

ARTICLE 9. Each common share corresponds to the right of one vote in the general
shareholders' meetings.

ARTICLE  10.  Preferred  shares  have no  voting  rights,  except  for the cases
provided  for  in  Article  12  herein,   and  are  granted  priority  in  every
reimbursement  of  capital,  with no  premium,  and in the  payment of  minimum,
non-cumulative  dividends,  equal to the highest among the following values: (a)
6% (six  percent)  per year on the  value  resulting  from the  division  of the
subscribed  capital by the number of shares  issued by the  Company;  and (b) 3%
(three percent) of the value of the share's net equity.

SOLE  PARAGRAPH.  The  preferred  shares will gain voting  rights if the Company
fails to pay the minimum  dividends to which they are entitled as provided under
the paragraph above, for a period of 3 (three) consecutive years.

ARTICLE 11.  Company's  shares have no certificates  and are to be maintained in
deposit accounts, under the name of their holders, with a financial institution.

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                                  CHAPTER III

                             SHAREHOLDERS' MEETINGS

ARTICLE  12. In  addition to the  authority  granted to a General  Shareholders'
Meeting by the force of law, it shall  privately  express its approval  prior to
the celebration of any long-term  contract between the Company or its controlled
subsidiaries  on the one side,  and the  controlling  shareholder  or controlled
subsidiaries, affiliated companies, companies subject to its common or exclusive
control,  or which  otherwise  constitute a party  related to the Company on the
other side, except when the contracts comply with standard provisions.

SOLE PARAGRAPH.  Without  prejudice to the provisions  under Paragraph One under
Article 115 of Law 6404/76,  the holders of preferred shares will have the right
to vote in all deliberations  referred to in the caption of the present Article,
as well as in those  meetings  relative to the  alteration  or revocation of the
following statutory devices:

I - caption of Article 12;

II - sole paragraph of Article 13; and

III - Article 37.

ARTICLE 13. General Shareholder Meetings will be summoned by the Company's Board
of  Directors,  and it is the  responsibility  of the  Chairman  of the Board to
consolidate the corresponding act, or in the form provided for in Article 123 of
Law 6404/76.

SOLE PARAGRAPH. In the cases provided for in Article 136 of Law 6404/76, General
Shareholder  Meetings shall be summoned at least thirty (30) days in advance, on
first summons, and at least ten (10) days in advance, on second summons.

ARTICLE 14. The General Shareholders' Meetings shall be called and presided over
by the Chairman of the Board of  Directors,  who shall  preside the assembly and
appoint its Secretary.

ARTICLE  15.  Minutes  shall be drawn  containing  the works  performed  and the
deliberations  reached  by the  assembly.  Such  minutes  shall be signed by the
members of the board and by the shareholders attending,  representing, at least,
the majority needed for the deliberations reached.

PARAGRAPH ONE. Except when otherwise  decided by the Chairman of the Board,  the
minutes  of the  meeting  shall  be drawn in the  form of a  summary  of  facts,
including any dissensions and protests.

PARAGRAPH TWO. Except when otherwise decided by the assembly,  the minutes shall
be published and the signatures of the shareholders shall be omitted.

                                   CHAPTER IV

                               COMPANY MANAGEMENT

ARTICLE 16. The Company  shall be managed by the Board of  Directors  and by the
Executive Committee.

                                   SECTION I

                             THE BOARD OF DIRECTORS

ARTICLE 17 - The Board of  Directors  shall  perform the  following  duties,  in
addition to the responsibilities provided for under Article 142 of the Brazilian
Corporation Law:

I.    to approve and alter the Board of Directors' bylaws;

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II.   to decide on the  issuance  of shares by the  Company,  with  increase  of
      capital  stock,  within the authorized  capital stock limit,  defining the
      terms and conditions of such issuance;
III.  to decide on the issuance of  subscription  bonuses and on the issuance of
      simple debentures, non-convertible into shares and with no collateral;
IV.   to decide,  upon delegation by the General  Shareholders'  Meeting, on the
      following  aspects of the  issuance  of  debentures  by the  company:  (i)
      opportunity to issue, (ii) time and conditions of maturity,  amortization,
      or redemption,  (iii) time and  conditions of payment of interest,  profit
      sharing,  and reimbursement  premium, if any, (iv) form of subscription or
      placement, and, (v) type of debentures;
V.    to decide on the  issuance  of  promissory  notes for public  distribution
      (Commercial  Papers) and on the  submission of the  Company's  shares to a
      deposit system for the  commercialization  of the  corresponding  receipts
      (Depositary Receipts);
VI.   to  authorize  the  acquisition  of shares  issued by the  Company,  to be
      cancelled or kept in treasury so as to be later sold;
VII.  to approve the sale of permanent assets,  the creation of encumbrances and
      the issue of guarantees to  third-party  liabilities,  for amounts  higher
      than R$ 300,000,000.00 (three hundred million Brazilian Reais);
VIII. to approve  the  assumption  of any  obligation  not  provided  for in the
      Company's budget, for amounts higher than R$ 300,000,000.00 (three hundred
      million Brazilian Reais);
IX.   to authorize the execution of contracts  which are not provided for in the
      Company's budget, for amounts higher than R$ 300,000,000.00 (three hundred
      million Brazilian Reais);
X.    to approve  investments and acquisitions of assets not provided for in the
      Company's budget, for amounts higher than R$ 300,000,000.00 (three hundred
      million Brazilian Reais);
XI.   to  authorize  the  acquisition  of  permanent   participation   in  other
      companies,  for  amounts  higher  than R$  300,000,000.00  (three  hundred
      million  Reais),  not  provided  for  in the  Company's  budget,  and  the
      encumbrance or sale of shareholding interest;
XII.  to approve the distribution of interim dividends;
XIII. to  select  or to  dismiss  the  independent  auditors,  pursuant  to  the
      provision under Section 2 of Article 142 of the Brazilian Corporation Law;
      and
XIV.  to appoint or to remove  internal  audit  officers  as well as the General
      Secretary and Legal Division officers.

ARTICLE 18. The Board of Directors  shall be composed of a minimum of 03 (three)
and a maximum of 12 (twelve) members,  including in this count any member of the
Board elected by the minority  shareholders,  if any, observing,  in relation to
the number of members set forth in this article, the provisions under of Section
7 of Article 141 of the Brazilian  Corporation  Law. The members of the Board of
Directors  shall be shareholders of the Company and shall be elected and removed
at a General Shareholders' Meeting.

SOLE  PARAGRAPH.  The members of the Board of Directors  shall be elected by the
General Shareholders' Meeting for a term of three business years,  considering a
business   year  to  be  the  period  of  time  between  two  Ordinary   General
Shareholders' Meetings.

ARTICLE  19.  The Board of  Directors  shall  appoint,  among its  members,  the
Chairman and Vice-Chairman of the Board.

PARAGRAPH  ONE. In the event of a vacant  position in the board of directors,  a
substitute  will be assigned by the  remaining  members of the board to complete
the unexpired term or to hold the position until a General Shareholders' Meeting
is held in order to elect a substitute.  In the event of vacancy in the majority
of the  positions  in the Board of  Directors  set forth in Article 18 above,  a
General Shareholders' Meeting shall be called for the election of new Directors.

PARAGRAPH  TWO. In the event of an  impediment or absence of the Chairman of the
Board of Directors, he or she shall be substituted by the Vice-Chairman.  In the
absence of the  Vice-Chairman,  the  Chairman  shall be  substituted  by another
member of the Board, as appointed by the Board of Directors.

<PAGE>

PARAGRAPH  THREE.  In the event of  impediment or absence of any other member of
the Board of Directors, the impeded or absent member may appoint, in writing, an
alternate  among  the other  members  of the Board of  Directors,  to  represent
him/her  and make  decisions  at the  meeting  in which  the  former  may not be
present.

ARTICLE  20. The Board of  Directors  shall meet,  ordinarily,  once every three
months and, extraordinarily, whenever summoned by its Chairman or by two members
of the Board, and its decisions shall be recorded in the respective minutes.

PARAGRAPH  ONE.  Regardless  of any  formalities,  a  meeting  of the  Board  of
Directors  will be  regarded  as  sanctioned  if all  members  of the  Board are
present.

PARAGRAPH  TWO.  The members of the Board of  Directors  may attend  meetings by
means of  conference  calls,  video  conference,  or by any other means that may
allow all members to see and/or hear one  another.  In this case,  such  members
will be deemed to be present at the meeting,  and they must  confirm  their vote
with a declaration in writing forwarded to the Chairman of the Board,  either by
letter or fax,  promptly  after the meeting is adjourned.  The decisions made at
such meetings  shall be confirmed at the first  subsequent  meeting in person of
the Board of Directors.

ARTICLE  21.  Decisions  by the  Board  of  Directors  will be made by  absolute
majority  of votes cast by elected  members of the Board.  The  Chairman  of the
Board shall introduce an act to ratify such decisions, when applicable.

                                   SECTION II

                            THE EXECUTIVE COMMITTEE

ARTICLE 22. The Executive Committee shall consist of eight (8) members,  whether
shareholders  or not, and who are  residents in Brazil,  elected by the Board of
Directors, to fill the following positions:

a) Chief Executive Officer;
b) Executive Vice President of Operations;
c) Executive Vice President of Finance,  Planning and Control;
d) Executive Vice President of Marketing  and  Innovation;
e) Vice  President of  Technology  and Networks;
f) Vice President of Regulations and Institutional  Relations;
g) Vice President of IT and Products and Services Engineering;  and
h) Vice President of Customers.

SOLE  PARAGRAPH  - An  Executive  Officer  or Vice  President  may be elected to
perform  the  duties  of more  than one  position  in the  Executive  Committee.
However,  the members of the Executive  Committee cannot serve as members of the
Board of Directors.

ARTICLE 23.  Executive  Officers or Vice  Presidents are elected for a term of 3
(three) business years, after which they may be reelected.

SOLE PARAGRAPH.  For the purposes of this Article, a business year is considered
to be the period of time between two Ordinary General Shareholders' Meetings.

ARTICLE 24. In his/her  temporary  absences  and  impediments,  the CEO shall be
replaced by the Executive Vice President of Finance,  Planning,  and Control. In
the  event of a vacancy  in an  Executive  Committee  position,  the  respective
substitution  shall be determined  by the Board of  Directors;  when there is an
impediment,  the CEO shall  appoint the  substitute  for the  impeded  Executive
Officer, among the remaining Executive Officers.

ARTICLE 25. The Executive  Committee is the Company's  representative  and it is
responsible,  along with its members,  for the  execution of any and all actions
necessary or appropriate for the management of corporate affairs.  The Executive
Committee is  collectively  responsible  for, but not limited to, the  following
actions:

<PAGE>

to  submit  to the  Board of  Directors  general  Company  plans  and  programs,
specifying investment plans for plant expansion and modernization;

to authorize,  within the limits set forth herein,  the sale or  encumbrance  of
permanent  assets,  the  establishment  of  encumbrances,  and the  rendering of
guarantees and liabilities to third parties;

to prepare the financial  statements  and the results of the fiscal year and the
proposal for the distribution of dividends, including interim dividends, and the
use of surplus  resources to be submitted to the  consideration of the Statutory
Audit Committee, the External Auditors, and the Board of Directors;

when  applicable,  to perform the  following  acts,  within the limits set forth
herein:  a) to ratify the purchase of material and equipment,  and the hiring of
goods, constructions, and services; b) to ratify the sale of current assets; and
c) to authorize the acquisition of loans and financing by the Company;

to approve the execution of other  contracts,  not mentioned  above,  within the
limits of their capacities.


ARTICLE 26. The  following  are the specific  authorities  of each member of the
Executive Committee:

I - CHIEF EXECUTIVE OFFICER:
a)    to follow and  inspect the  implementation  of  decisions  made at General
      Shareholder Meetings and by the Board of Directors;
b)    to follow  and  inspect  the  implementation  of the  Company's  strategic
      policy;
c)    to  coordinate  and supervise  the  activities  performed by the remaining
      Statutory  Officers,  representing  the  Executive  Committee  before  the
      General Shareholders' Meeting and the Board of Directors;
d)    to coordinate the legal matters and the ordinary  issues  involving  State
      authorities,   through  the  General  Secretary's  office  and  the  Legal
      Department;
e)    to  coordinate  and to follow up on human  resources  issues,  through the
      Human Resources Department;
f)    to coordinate and follow up on institutional communication issues, through
      the Institutional Communications Department;
g)    to  coordinate  and follow up on  internal  auditing  issues,  through the
      Auditing Department;
h)    to  coordinate  and follow up on  resources  issues,  through  the General
      Resources Department.

II - EXECUTIVE VICE PRESIDENT OF OPERATIONS:
a)    to identify the needs of the different customer segments;
b)    to carry out the sale of products and services;
c)    to manage and develop sales channels (e.g.:  proprietary  stores,  resale,
      recharge and retail networks);
d)    to develop and implement cooperative merchandising and marketing actions;
e)    to manage the relationship with the customer portfolio;
f)    to identify the needs of the different customer segments;
g)    to negotiate specific proposals and solutions for companies;
h)    to identify  opportunities  and create  solutions to be developed  jointly
      with Products and Services Engineering for corporate customers;
i)    to  coordinate   interfaces  in  the  development  and  implementation  of
      solutions proposed to corporations;
j)    to  define  sales  targets  by  segment,  product,  channel,  region,  and
      salesperson;
k)    to monitor the performance of sales by segment,  product, channel, region,
      and salesperson;
l)    to support Marketing in the definition of the handsets portfolio;
m)    to design and manage commercial contracts; and
n)    to train and provide support to the sales team.

III - EXECUTIVE VICE PRESIDENT OF FINANCE, PLANNING, AND CONTROL:
a)    to map political,  economic,  social,  and technological  scenarios and to
      monitor the stock market;
b)    to  determine  macro-directives  in the  strategic  plan,  as  well as the
      indicators to be monitored;
c)    to support all  departments  of the Company in the design of its strategic
      plan, consolidating it and submitting it to the Executive Committee;

<PAGE>

d)    to conduct market surveys and/or economic feasibility studies requested by
      other areas;
e)    to identify and evaluate  business  opportunities,  as well as to evaluate
      acquisition and partnership opportunities;
f)    to  make  possible  the   implementation  of  approved  projects  (project
      management);
g)    to develop a relationship strategy and to interact with market players and
      shareholders,  performing the functions of Investor Relations;  to provide
      investors, the CVM (Brazilian Securities Commission),  and the entities in
      which the Company's securities are registered,  with information;  to keep
      the Company's registration updated;
h)    to define and manage the Company's financial structure;
i)    to structure investments, make investments, and raise financial resources;
j)    to manage financial risk (hedging) and credit risk;
k)    to coordinate  day-to-day cash management  (accounts  payable and accounts
      receivable);
l)    to establish  policies and accounting  criteria,  and disclose  accounting
      reports to both the management team and to the market;
m)    to design and manage the accounting books, and maintain the databases;
n)    to review, reconcile, and close accounts;
o)    to define and monitor economic and financial indicators;
p)    to prepare financial analyses to support decision-making;
q)    to monitor collections and collecting (revenue assurance);
r)    to prepare, reconcile, and monitor the Company's budget.

IV.  VICE PRESIDENT OF TECHNOLOGY AND NETWORKS:
a)    to coordinate the network's technological  advancement,  development,  and
      expansion strategies;
b)    to plan,  to  estimate  the size of and to  develop  the  radio  cellular,
      switch, interconnection, and service platforms networks;
c)    to plan and coordinate the projects;
d)    to implement the projects associated with the service platforms;
e)    to assure that implementation follows all project specifications;
f)    to monitor network management centers, platforms, and information systems;
g)    to monitor overall network performance;
h)    to manage the Network Management Centers and the service platforms;
i)    to manage network traffic management;
j)    to monitor the signaling and roaming systems;
k)    to assure the network's physical and logical security;
l)    to implement network projects;
m)    to manage network and service platform performance;
n)    to provide  preventive and corrective  maintenance of network elements and
      platforms;
o)    to manage the quality of third-party service providers; and
p)    to conduct network optimization services.

V - EXECUTIVE VICE PRESIDENT OF MARKETING AND INNOVATION:
a)    to design a marketing strategy and a marketing plan for each of the market
      segments;
b)    to support  the  Company in  collecting  information  on  clients,  on the
      competition, on products, and on offerings;
c)    to harmonize offerings among operations;
d)    to manage the life cycles of products and services;
e)    to  identify  opportunities  and needs for  innovation  and to design  the
      development of new products and services;
f)    to create new sales channels (in coordination with Sales);
g)    to manage the different segments,  developing and implementing acquisition
      strategies, as well as client-loyalty and retention strategies;
h)    to develop and to implement offerings, products, and services based on the
      needs of each  segment so as to  fulfill  the  demands  of their  internal
      clients;

<PAGE>

i)    to harmonize local marketing actions;
j)    To  plan  needs,  types  and  models  of  terminals  and  accessories  (in
      association with Sales);
k)    To develop and implement nationwide and local sales actions;
l)    To develop and implement a publicity and brand management strategy;
m)    To develop and implement nationwide and local publicity campaigns;
n)    To coordinate the Company's participation in and organization of marketing
      events.

VI - VICE PRESIDENT OF REGULATORY AND  INSTITUTIONAL
     RELATIONS:
a)    to monitor the regulatory environment;
b)    to report to and to negotiate with the regulatory agency;
c)    to arrange documentation regarding regulatory issues;
d)    to make official and to present indicators to Anatel;
e)    to internally disseminate all relevant regulatory issues;
f)    to maintain relationships with external entities;
g)    to help with public consultations;
h)    to revise publicity materials;
i)    to negotiate interconnection and interlink fees and agreements;
j)    to manage interconnection agreements;
k)    to plan the  optimization  of the network,  analyzing and  proposing  cost
      optimization strategies;
l)    to act as interface  with the network to allow  network  optimization  and
      implementation of improvements;
m)    to define the guidelines for interconnection traffic control by Billing.

VII - VICE PRESIDENT OF IT AND PRODUCTS AND SERVICES ENGINEERING:
a)    to develop and foster the data business;
b)    to develop  technical designs and to test voice and/or data services to be
      launched in the market;
c)    to  coordinate  the  implementation  of voice  and/or  data  products  and
      services with the technical and the sales areas;
d)    to specify and to act as  interface  with  platforms  of SI  products  and
      services;
e)    to identify and to control the technical  options and suppliers  available
      for terminals and accessories;
f)    to coordinate  implementation  activities  and tests for new terminals and
      accessories;
g)    to establish the information  systems strategy and its respective  systems
      plan;
h)    to support the corresponding damages caused to processes during the design
      and  implementation  of the projects for the  development of corporate and
      business systems;
i)    to manage the  implementation of business  operations and  infrastructure,
      coordinating the integration of both systems and platforms;
j)    to manage the production environments;
k)    to provide corrective and preventive maintenance of systems, applications,
      platforms, and equipment;
l)    to coordinate the supervision of the service providers;
m)    to provide a help desk service;
n)    to guarantee the implementation, maintenance and improvement of processes,
      and
o)    to manage the total quality programs.

VIII - VICE PRESIDENT OF CUSTOMERS:
a)    to carry out customer knowledge management;
b)    to develop pricing and customer profitability analyses and guidelines;
c)    to define  tools  and  criteria  for the  development  of CRM and  billing
      systems;
d)    to take charge of and to develop the functional  ownership of the database
      and data care;
e)    to provide individuals and legal entities with data and wireless services;

<PAGE>

f)    to  perform  service  operations  aiming  at  client  retention,  loyalty,
      acquisition, and recovery;
g)    to perform back-office and resale services;
h)    to control service traffic, collecting information for the database;
i)    to plan alternative channels (hot lines, IVRs,  facsimiles,  SMS services,
      Internet);
j)    to manage billing and fraud control; and
k)    to define rules for  management  of the billing  process and to coordinate
      the credit policy.

                                   CHAPTER V

                         THE STATUTORY AUDIT COMMITTEE

ARTICLE 27. The Statutory Audit Committee shall work permanently.

ARTICLE 28. The Statutory  Audit  Committee  shall consist of a minimum of three
(3) and a maximum of five (5) members and an equal number of alternate  members,
shareholders or not, elected by the General  Shareholders'  Meeting according to
the provisions under Paragraph 4 under Article 161 of Law 6404/76.

PARAGRAPH ONE - The members of the Statutory  Audit  Committee  shall be elected
for a term of one business year, considering a business year to be the period of
time between two Ordinary General Shareholders' Meeting, after which they may be
reelected.

PARAGRAPH TWO - During the first meeting of the Statutory Audit  Committee,  its
members shall elect its President,  who shall be in charge of  implementing  the
deliberations and/or guidelines set forth by the Committee.

PARAGRAPH  THREE - The  Statutory  Audit  Committee may request from the Company
that  qualified  personnel be  designated to perform  secretarial  functions and
provide technical support.

ARTICLE 29. The Statutory  Audit  Committee  shall meet  ordinarily,  once every
three months, and extraordinarily, whenever necessary.

PARAGRAPH  ONE - The meetings  shall be summoned by the Chairman of the Board of
Directors or by any of the members of the Committee.

PARAGRAPH TWO - Regardless of any formal procedure, any meeting of the Statutory
Audit Committee attended by all its members shall be considered official.

PARAGRAPH THREE - The Committee is expressed by a majority of votes, conditional
on the presence of the majority of its members.

ARTICLE 30. The members of the Statutory  Audit Committee shall be replaced upon
their absence or impediment, by their respective alternate members.

ARTICLE  31. In the event of a vacancy in the  Statutory  Audit  Committee,  the
position shall be filled by the corresponding alternate member; when there is no
alternate,  the next General  Shareholders'  Meeting will elect a member for the
vacant position.

ARTICLE 32. The  remuneration  of the members of the Statutory  Audit  Committee
will be defined by the Ordinary General Shareholders' Meeting which elects them,
according to the provisions under Paragraph Three of Article 162 of Law 6404/76.

PARAGRAPH  ONE - The  members of the  Statutory  Audit  Committee  shall be paid
remuneration  in the same way and with the same  frequency as the members of the
Board of Directors;

PARAGRAPH TWO - The acting  substitute will be eligible to the remuneration of a
permanent member during the period in which such  substitution  occurs,  counted
monthly.

<PAGE>

                                   CHAPTER VI

                    THE FISCAL YEAR AND FINANCIAL STATEMENTS

ARTICLE 33. The fiscal year will last 12 (twelve) months, starting on January 01
of each year and ending on the last day of December.

ARTICLE 34. Together with the Financial Statements, the Company's Administrative
bodies shall present to the Ordinary General Shareholders' Meeting a proposal as
to the allocation of the net profit of the period.

PARAGRAPH ONE - The net profits shall be allocated as follows:

I - 5% (five percent) for the legal reserve,  up to 20% (twenty  percent) of the
total paid-in capital stock;

II - 25%  (twenty-five  percent)  of the  net  profit  adjusted  in the  form of
Amendments  II  and  III of  Article  202 of Law  6404/76  will  necessarily  be
distributed as minimum  mandatory  dividend to all  shareholders,  observing the
provisions under the following Article, and this value shall be raised to amount
the  necessary  value for  payment of the  priority  dividend  of the  preferred
shares;

PARAGRAPH  TWO - The balance of the net profit not  allocated  to the payment of
the minimum  mandatory  dividend or to the  priority  dividend of the  preferred
shares will be directed  according to the decision of the General  Shareholders'
Meeting.

PARAGRAPH  THREE - The Board of Directors  may, after a proposal is set forth by
the Executive Committee,  authorize the distribution of interim dividends to the
account of the period's profit,  of accrued profits,  or of the profits reserve,
observing the  provisions  under Article 204 and its paragraphs in the Brazilian
Corporate Law.

ARTICLE 35. The value  corresponding to the minimum mandatory  dividend shall be
preferentially  directed to pay the priority dividend of the preferred shares up
to the preference limit; subsequently, the holders of common shares will be paid
up to the same limit of the preferred  shares;  the remaining  balance,  if any,
shall be apportioned to all shares, on equal conditions.

PARAGRAPH ONE - The Company's  administrative  bodies may pay or credit interest
on own  capital in  compliance  with  Paragraph  7 under  Article 9 of Law 9249,
passed on December 26, 1995, and applicable  legislation and  regulation,  up to
the limit of the minimum mandatory  dividends described under Article 202 of Law
6404/76,  which shall be imputed to those same dividends,  even when included in
the minimum dividend of the preferred shares.

PARAGRAPH  TWO - Dividends  unclaimed  for three (3) years after the decision of
their distribution shall revert in favor of the Company.

                                  CHAPTER VII

                              COMPANY LIQUIDATION

ARTICLE 36. The Company shall be terminated in the cases  provided for by law or
by decision of the  Shareholders'  Meeting,  which shall  determine  the form of
termination,  appoint the liquidator,  and install the Statutory Audit Committee
for the liquidation period, electing its members and setting their corresponding
remunerations.

                                  CHAPTER VIII

                               GENERAL PROVISIONS

ARTICLE  37.  The  Company's  approval,  by means of its  representatives,  of a
merger,  a  spin-off,  an  incorporation,  or  the  dissolution  of  any  of its
subsidiaries  shall be preceded by an economic and financial  analysis conducted

<PAGE>

by an internationally renowned independent company, which shall confirm that all
interested  companies  are being  treated on an equal basis,  and that all their
shareholders are given full access to the report of such analysis.

                          Brasilia-DF, April 29, 2003.





                       SERGIO ASSENCO TAVARES DOS SANTOS
                       CHAIRMAN OF THE BOARD OF DIRECTORS