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                              PEREZ COMPANC S.A.'S

                                     BYLAWS

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                                    TITLE ONE

             CORPORATE NAME, DOMICILE, TERM OF DURATION AND PURPOSE

SECTION 1: The name of the Company will be "PEREZ COMPANC S.A." The registered
office of the Company is located in Buenos Aires, capital city of the Republic
of Argentina: The Company may set up branches, agencies or any other kind of
representing companies within the country or abroad by resolution of the Board
of Directors.

SECTION 2: The term of duration of the Company is ninety-nine years from
registration thereof with the Public Registry of Commerce, which term may be
extended by resolution of a Shareholders' Meeting.

SECTION 3: The purpose of the Company is to do business as an investment
company, either on its own account, or on account of or in association with
third parties, investing money in its own securities transactions and/or making
capital contributions to firms or business and industrial companies either
existing at present or to be organized in the future, in order to agree on any
present or future business, acquire and sell shares, bonds and debentures, act
as guarantor, provide sureties, guarantees and bonds in favor of third parties,
and make financial transactions granting loans and payment facilities whether or
not secured by a security interest, expressly excluding the activities that are
prohibited under the Law of Financial Entities. To such effect, the company has
full legal capacity to acquire rights, incur obligations and perform any and all
acts not prohibited by the laws or these By-laws.

                                   TITLE TWO

                 CORPORATE CAPITAL, SHARES, DEBENTURES AND NOTES

SECTION 4: The capital stock of the Company is six hundred twenty-seven million
eight hundred forty-five thousand three hundred and ninety-nine Pesos
(P$627,845,399) represented by 627,845,399 common, book-entry, Class "A" shares
of a nominal value of one Peso (P$1) each, entitled to five (5) votes per share.
In the event the Company is admitted to the public offering system, changes in
capital stock will be reflected in the Company's balance sheets according to the
increases recorded with the Public Registry of Commerce, it being provided that
the transcription of its amount may be omitted in

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these By-laws. In such event, the capital stock may be increased by resolution
of a Regular Shareholders' Meeting without any limitation whatsoever or the need
to amend these By-laws.

SECTION 5: Shares may be: a) Common: of several classes entitled to one (1) up
to five (5) votes per share, it being provided that common, class "A" shares to
be issued will be entitled to five (5) votes each, while common, class "B"
shares to be issued will be entitled to one (1) vote each; or b) Preferred: with
or without voting rights, which may be issued with a preferential right to
dividends, cumulative or not, and/or entitled to an additional share in net and
earned profits, and may be entitled or not to a preferential right in capital
reimbursement in the case of liquidation of the Company. As to preferred stock
issued without any voting right per share, voting rights may be exercised as
provided under Section 217, Law 19,550. It is provided that a default in payment
of the preferred dividend will only be deemed to have occurred in the event
that, there being distributable profits, such profits are not distributed.
Likewise, preferred shares may be redeemable, fully or partially, under the
provisions of Law 19,550 and pursuant to the terms and conditions stated at the
time of issue. All shares to be issued may be registered, endorsable or
non-endorsable, or in book-entry form, according to applicable law.

SECTION 6: Class "A" shares may be exchanged at any time for Class "B" shares on
a one for one basis, at the request of any holder of Class "A" shares, which
request shall be addressed to the Board of Directors, pursuant to the provisions
hereunder; and no approval by a Shareholders' Meeting will be required
unless such exchange is required prior to the date on which the Company is
authorized to make a public offering of its shares, in which event the relevant
meeting will be held and the relevant by-laws amendment will be made in order to
reflect Class "A" and Class "B" shares representing the capital stock as a
result of such exchange. To that effect, the following procedure shall apply:
(a) such holder shall send a notice to the Board of Directors including his/her
full name, identity document number, domicile of choice and registered domicile,
number of Class "A" shares for the time being held by him/her, number of shares
he/she wishes to exchange and any remaining Class "A" shares to be held by
him/her upon completion of the transaction, and such notice shall bear the
signature of the holder certified by a notary public or bank. Such request shall
constitute an irrevocable

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instruction for the Board of Directors to follow the procedure set forth under
this Section until shares are exchanged, which exchange will be final; (b) In
the event such request is submitted after a notice for a Shareholders'
Meeting has been published, the same shall remain pending until dealt with
subsequently to such meeting; (c) the Board of Directors shall meet within three
(3) business days from receipt of such exchange request and will issue a
resolution thereon; and in the event the capital stock has been admitted for
listing on any stock exchanges or securities markets, it shall communicate such
exchange to the "Comision Nacional de Valores", the Buenos Aires Stock Exchange
and any other relevant securities markets, requesting the authorization for
public offering and listing, respectively; (d) The Board of Directors shall
proceed to update the Register of Shares, in the event such register is kept by
the Company, or shall give notice to that effect to the bank or securities
depository entity in charge of registration. In the event such exchange is
required prior to the date on which the Company is authorized to make a public
offering of its shares, the relevant meeting shall be held and the by-laws
amendment will be made before the exchange and recorded in the Company's
Register of Shares. Such meeting shall be convened by the Board of Directors
within three (3) business days after receipt of such exchange request. .

SECTION 7: In the event any registered shares are issued, shares and
certificates to be issued will include references to Section 211, Law 19,550.
Share certificates representing more than one (1) share may be issued. Such
certificates will bear the signature of the Chairman and/or a Director and a
Member of the Supervisory Committee. In the event any book-entry shares are
issued, such shares will be entered in accounts maintained on behalf of the
holders thereof in the Company's Record Book kept by the Company or
authorized commercial banks, investment banks or securities depository entities,
as the Board of Directors may determine.

In the event of default in payment of any subscribed shares, the Board of
Directors is hereby authorized to proceed in any manner provided for under
Section 193, Law 19,550.

SECTION 8: The Company may issue within the country or abroad and in the
currencies to be provided, bonds, debentures and notes, whether secured or
unsecured, with a special or floating security interest, convertible or non
convertible, subject to the provisions in force. The resolution to issue shall
include the amount and conditions of

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issue, guarantees to be granted, term and conditions of payment and other
circumstances related to the issuance agreement. The securities shall be issued
and subscribed as provided by the applicable rules.

                                   TITLE THREE

                          MANAGEMENT AND REPRESENTATION

SECTION 9: The Company shall be managed by a Board of Directors made up by such
number of Directors as determined by the Meeting, which number shall be at least
six (6) and not more than nineteen (19) members. Directors shall hold office for
two (2) fiscal years and half the Board of Directors shall be renewed each year.
For the purposes of applying this new system to the Board of Directors, the
Board of Directors holding office as of October 23, 1999 shall be deemed to be
the first Board of Directors to which this system shall apply and consequently
shall be deemed a transitional Board between the existing system and the new one
provided for hereunder. The first half of such first Board of Directors shall be
renewed upon holding of the Meeting at which Directors for fiscal year
commencing January 1, 2001 are appointed. The second half of such first Board of
Directors shall be renewed in the following year, that is, upon holding of the
Meeting at which Directors for fiscal year commencing January 1, 2002 are
appointed. Therefore, such second half of the transitional Board shall hold
office for a total of three fiscal years, that is, the then current year at the
time of establishing this new system in addition to the two fiscal years
corresponding to the directors' term of office pursuant to the system
hereunder. Should an increase in the number of Directors be decided at the
Meeting, such Meeting shall determine the Directors to be replaced upon renewal
of half the Board. The Meeting may appoint alternate members for the Board in an
equal or smaller number than regular members and for the same term so as to fill
any vacancy that may occur, in the order of their appointment. Upon completion
of their term of office, regular and alternate directors shall hold office until
the election of their successors. At Meetings called to elect Board members, the
shareholder or group of shareholders holding more than five per cent (5%) of the
capital stock may request the Company to disclose to the shareholders the
nominees such shareholder or group of shareholders will propose to the Meeting
for their election. The nominees lists shall be furnished to the Company at
least 7 (seven) days before the date on which the Meeting is to be held, and
upon reception thereof, the Meeting shall disclose the same to the shareholders.
In the case of

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depository banks holding shares registered in their name, this rule shall apply
to the beneficial owners. Likewise, the Board of Directors may propose nominee
Directors to be elected by the Meeting, whose names shall be notified to all
shareholders together with the lists proposed by the shareholders first
mentioned. The beforementioned rules shall not preclude any shareholder present
at the Meeting from proposing nominees not included in the proposals distributed
by the Board. No proposal for election of Directors may be made prior to or
during the Meeting, unless the Company receives from the proposed nominees
written evidence of acceptance of office. The election of Directors shall be
made by means of a list provided the same is not objected by any shareholder;
otherwise, the election shall be made on an individual basis. The successful
list or person, as the case may be, shall be that getting the absolute majority
of the votes present at the Meeting; in the event no list gets such majority, a
new voting shall be held on the two (2) lists or persons with the highest number
of votes and the list or person getting the absolute majority of the votes
present thereat shall be deemed elected. At their first meeting, Directors shall
appoint a Chairman and one Vice-Chairman. In case the Chairman is absent or
disabled, he shall be replaced by the Vice-Chairman and if the latter is absent
or disabled, he shall be replaced by two directors appointed by the remaining
directors. The Board of Directors shall hold a meeting with the majority of its
members present at the meeting whether in person or communicated among
themselves using other means of simultaneous sound, image or word transmission,
called teleconference and shall adopt resolutions by the majority of the votes
present thereat, including remote participants, or, in the event any members of
the Board refrain from voting on account of having an interest contrary to the
Company's interest, the Board shall adopt resolutions by a majority of the
members who did not refrain from voting for such reason. Participation and vote
of remote participants as well as all transmission data shall be registered in
the minutes of the meetings. A copy of the minutes text shall be signed by the
director remotely participating and shall send the same to the Board by fax. All
this shall be entered on the Book of Minutes of Meetings. The transmission shall
imply subscription of the minutes of the meeting by the director remotely
participating. The Supervisory Committee shall give evidence of the regular
character of the decisions adopted. The Board shall meet at least once every
three months at any place in the Republic of Argentina or in a foreign country,
provided, however that the Chairman or his/her substitute may call a Board of
Directors' Meeting when he/she may deem necessary. The Notice of Meeting
made by the Chairman or his/her substitute shall

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expressly state the place in the Republic of Argentina or in a foreign country
where the meeting is to be held. In addition, the Chairman or his/her substitute
shall call a Board of Directors' meeting whenever any Director so requires. The
Board of Directors' meeting shall be called by the Chairman or his/her
substitute, upon a prior five (5) day written notice. The compensation of the
Board of Directors shall be fixed by the Meeting, which compensation may be
debited from overhead for the year or determined pursuant to the provisions of
section 16, paragraph b) of these By-laws, all without prejudice to the
provisions of section 261 of Law N. 19,550 (Restated Text, Decree 841/84).

SECTION 10: Each Director shall deposit as security for his/her performance the
amount of five hundred pesos ($500) in cash or public bonds. The amount
deposited shall be reimbursed after a year counted as from the last Meeting in
which his/her office ends, if not reelected. This provision shall remain in
force notwithstanding his/her termination, resignation or removal from office.

SECTION 11: The Board of Directors shall have full powers to manage and dispose
of property, including those for which the Law requires special powers pursuant
to section 1881 of the Civil Code and section 9 of Decree Law N. 5965/63. Thus,
the Board may perform, on behalf of the Company, any kind of legal acts in
compliance with the corporate purpose, such as: operate with Banco de la Nacion
Argentina, Banco de la Provincia de Buenos Aires and other official or private
credit institutions; set up agencies, branches or other kind of representing
companies within the country or abroad; grant one or more persons powers of
attorney even to bring criminal actions, or extrajudicial powers with the
purpose and scope deemed convenient. The legal representation of the Company
shall be vested in the Chairman of the Board or in the Vice-Chairman in case of
absence, removal or resignation of the Chairman. In case the Chairman and the
Vice-Chairman are absent, the legal representation shall be vested in any other
two members of the Board or in two or more attorneys in fact, whether Directors
of the Company or not, who shall be appointed by the Board of Directors by
public deed in order to act as such. Without prejudice to the aforesaid, the
representation of the Company in legal proceedings shall be vested in the
Director or Directors, or the special attorneys in fact appointed by the Board
of Directors for such purpose, who shall have ample powers theretofore and also
to make and answer interrogatories on behalf of

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the Company, and the relevant power of attorneys may be substituted if so
resolved by the Board of Directors.

                                   TITLE FOUR

                                   SUPERVISION

SECTION 12: The supervision of the Company shall be vested in a Supervisory
Committee composed by three regular and three alternate members appointed by the
Regular Shareholders' Meeting. They shall hold office for the term of one
year, notwithstanding their re-election, and shall hold office until their
substitution. The provisional or final vacancies occurred as well as any
inability arising from the appointment of the regular members, shall be filled
by the alternate members pursuant to the order in which they were elected by the
Regular Shareholders' Meeting. The President of the Committee shall be elected
out of the regular members. Upon notice of the Committee's meeting to its
members, the Supervisory Committee shall constitute quorum with the presence of
any two of them, and shall adopt resolutions by a majority of votes,
notwithstanding the rights, powers and duties granted to the dissenting
statutory auditor by Law 19,550, Section 290. The requirements, inabilities and
incompatibilities under sections 285 and 286 of Law N. 19,550 shall apply for
those members appointed.

The Committee shall have any and all powers and duties contemplated under Law
19,550. To such effect, the Supervisory Committee shall be required to meet at
least once in a quarterly period, or whenever a member so requires, and the
meetings held and decisions made shall be recorded in a Book of Minutes. The
members of the Supervisory Committee shall have such compensation as determined
at the Meeting, which compensation may be charged to overhead for the year in
which they hold office or according to the provisions set forth in section 16,
paragraph b), of these Bylaws.

                                   TITLE FIVE

                                    MEETINGS

SECTION 13: Any and all Shareholders' Meetings may be convened
simultaneously on first and second call, provided it is authorized by the legal
provisions in force. Notice of the Shareholders' Meeting must be published,
either on first and second call, in the form

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and as provided for under Law 19,550, Section 237, and in the event the shares
of the Company are admitted to the public offering system, notice shall be also
published in the official bulletins of stock exchanges and securities markets
where the Company's shares are listed, all in conformity with the applicable
law. As for the latter case, the Board of Directors may hire the services of
firms specialized in communications with shareholders, and resort to any other
means of communication to make them aware of the Boards' points of view on the
items to be brought before the Meetings to be called.

SECTION 14: Each common or preferred share shall be entitled to vote according
to the provisions herein stated and to those provided for in section 217 of
Decree Law N. 19,550 for preferred shares.

SECTION 15: The quorum and majorities provided for under Law 19,550, Sections
243 and 244 shall apply, according to the type of meeting, call and business
thereof except for the quorum of the special meeting on second call which shall
be deemed constituted irrespective of the number of shares entitled to vote
present thereat, except for the special cases provided for by Law 19,550,
Section 244 and notwithstanding the provisions stated in the last paragraph of
Section Eighteen hereof in relation to the amendment of the provision related to
the reimbursement of shares in the event of voluntary withdrawal from public
offering. Likewise, whenever the Meeting is to adopt a resolution affecting the
rights of a class of shares, the consent or acknowledgement of such class shall
be required for such purpose, and the same shall be given at a special meeting
subject to the rules applicable to regular meetings. Particularly, the consent
of the special meeting of Class "A" shares shall be required in all cases for
the adoption of any resolution with respect to the Company`s transformation,
merger, spin off and transfer of its domicile to a foreign country. Likewise, in
the event the Company decides to dispose of Perez Companc S.A.'s shares granting
control of over fifty per cent (50%) of Perez Companc S.A.'s capital stock and
votes, such decision shall be adopted by resolution of the Company's
Shareholders' Meeting. In such case, the majority for special cases set forth in
the last paragraph of Law 19,550, Section 244 shall apply.

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                                    TITLE SIX

                FINANCIAL STATEMENTS AND DISTRIBUTION OF PROFITS

SECTION 16: The fiscal year shall end on December 31 of each year. The Financial
Statements shall be prepared as of said date pursuant to the provisions in force
and the technical rules related thereto. The Meeting may change the closing date
of the year and it shall register the relevant resolution with the Public
Registry of Commerce and notice thereof shall be given by it to the supervisory
body. Net and earned profits shall be allocated as follows: a) Five per cent
(5%) up to twenty per cent (20%) of the subscribed capital to the legal reserve
fund; b) To compensation of the Board of Directors and the Supervisory
Committee. c) To dividends of preferred shares, if any, with priority of unpaid
cumulative dividends, and to dividends of common shares, or to optional reserve
fund, or other reserve funds, or to a new account, or as determined at the
Meeting. Dividends shall be paid pro rata to the respective paid-in capital
within the year of their declaration.

                                   TITLE SEVEN

                                   LIQUIDATION

SECTION 17: The liquidation of the Company may be made by the Board of Directors
or by such liquidator or liquidators as appointed by the Meeting and under the
Supervisory Committee's control. Once liabilities and liquidation expenses have
been paid, the remainder shall be distributed as follows: a) The amount of the
preferred shares issued shall be reimbursed at its paid-in, nominal value; b)
The amount of common shares shall be reimbursed at their paid-in, nominal value;
c) Cumulative dividends in arrears of preferred shares shall be paid, and d) The
remaining balance shall be distributed pro rata among all holders of common
shares and in proportion to their paid-in capital and among holders of preferred
shares pursuant to the conditions agreed upon.

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                                  TITLE EIGHT

                                PUBLIC OFFERING

SECTION EIGHTEEN: The provisions under this Section Eighteen shall apply only
from the date the Company is authorized by the "Comision Nacional de Valores"
(National Securities Commission) to make public offering of its shares.
Therefore, whenever a shareholder or group of shareholders holding a majority of
Class "A" shares intends to purchase Class "B" shares from the Company, it shall
publicly notify such intention at least five (5) days before commencement of the
purchase term, with indication of the maximum amount of shares to be then
purchased and the purchase term which may not exceed 90 days, it being
understood that such information shall not imply the obligation to purchase the
maximum amount reported or to inform on the result of such purchasing process.
The information to be supplied pursuant to this Section Eighteen shall be
published to such effect for one (1) day in the bulletins of the stock exchanges
and securities markets where the Company's shares are listed. Likewise, any
person who, directly or indirectly, or any group of persons who, by mutual
agreement or otherwise, purchases class "B" shares in the Company or any kind of
securities convertible into class "B" shares (and the term "securities" shall
include, without limitation, debentures, notes and coupons) giving control over
at least three per cent (3%) of the Company's shares, shall, within three
(3) days from the purchase date, inform the Company in such respect, without
prejudice to meeting any additional requirements imposed by any applicable rules
in the capital markets. Such information shall also include the transaction
date, price, class and number of shares purchased and the total voting rights
and, in addition, the purpose of the purchase and the intention of the natural
or artificial persons holding a direct or indirect equity interest therein
(including, without limitation, stating whether they intend to purchase a higher
interest or a majority interest). Should purchaser be a group of persons, all
members of the group must be identified. The information herein required shall
be also supplied in connection with any subsequent purchase by which at least an
additional three per cent (3%) of the Company's shares is acquired. Shares
and securities acquired in violation of the preceding paragraphs of this Section
Eighteen shall not be entitled to vote or dividends or to any other distribution
made by the Company and shall not be computed for quorum purposes at any
Shareholders' meeting. Whenever the Company has been authorized by the
"Comision Nacional de Valores" (National Securities Commission) to make public
offering of its

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shares, in the event class "A" shares are transferred in an inter vivos act,
including enforcement of guaranties, attachments and any other judicial
execution or seizure, to a person not registered on the date the Company was
authorized to make public offering of its shares as holder of class "A" shares
in the Register of Shares, such class "A" shares so transferred shall be
compulsorily and automatically converted into class "B" shares, on a one for one
basis. The following shall be excluded from such mandatory and automatic
conversion: (i) transfers made under succession proceedings or inheritance
rights to the respective heirs of a holder of class "A" shares (provided the
same are spouses, ancestors, descendents and/or any collateral relative), and
(ii) transfers made to artificial persons, trusts or funds fully owned, directly
or indirectly, by holders of class "A" shares provided such direct or indirect
full ownership of any such artificial persons, trusts or funds remains in the
shareholders directly or indirectly holding class "A" shares immediately before
the transfer of shares to such artificial persons, trusts or funds or their
respective heirs. Each transferor and the related transferee of any class "A"
shares shall be required to give notice of such transfer to the Company, no
later than 3 days thereafter. The Company (and any person authorized to keep the
Register of Shares) shall register the mandatory and automatic conversion
referred to hereunder at such time as the Company or any such registrar shall
become aware of any transfer of such class "A" shares, even if the
beforementioned notice is not received. The Company shall give notice of the
conversion to the "Comision Nacional de Valores" (National Securities
Commission), the Buenos Aires Stock Exchange and any other applicable securities
market, so that the same may grant authorization for public offering and
listing, as applicable. For the purposes of this Section Eighteen, the term
"indirectly" shall include any company controlling, controlled by, or under the
common control with, the purchaser and any other person acting jointly with
purchaser; in addition, the term shall apply to shareholdings held by any person
through trusts, American Depositary Shares ("ADS"), American Depositary Receipts
("ADR") or otherwise. In the event the Company decides by resolution of its
shareholders to voluntarily withdraw any of its classes of shares from public
offering or listing, the Company shall reimburse the corresponding shares to the
shareholders who voted against the decision and to the shareholders who were
absent at such meeting according to the provisions set forth in the applicable
laws for the exercise of the right of withdrawal, but the value for
reimbursement of such shares shall be, at least, the highest between: (i) the
average closing seller's price in the Buenos Aires Stock Exchange during the
full calendar 12

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month period immediately preceding the date on which the Board of Directors
decides to call a meeting to consider the corresponding voluntary withdrawal
from public offering or listing, or (ii) the value provided for by the
applicable law for reimbursement of shares in respect to which the corresponding
right of withdrawal would have been exercised. The provisions of this paragraph
relative to reimbursement of shares in the event of withdrawal from public
offering may only be amended by means of a resolution adopted at a meeting by
the unanimous vote of the Company's shareholders.

AMENDMENTS TO THE BYLAWS

A) Deed evidencing the ARTICLES OF INCORPORATION OF THE COMPANY under its former
corporate name, dated December 21, 1998, entered on folio 13699 of Notarial
Register 282 of the Federal Capital, registered on January 6, 1999 under number
265, Book 4 of Stock Corporations; B) AMENDMENT TO BYLAWS evidenced by deed
dated October 26, 1999 and supplementary deed dated November 2, 1999, entered on
folios 6355 and 6557, respectively, of the beforementioned Notarial Register
282, registered with the Superintendency of Bodies Corporate on November 4,
1999, under number 16283, Book 7 of Stock Corporations; C) AMENDMENT TO BYLAWS
evidenced by deed dated May 19, 2000, entered on folio 1589 of the
beforementioned Notarial Register 282, registered with the Superintendency of
Bodies Corporate on July 6, 2000, under number 9534, Book 11 of Stock
Corporations; D) AMENDMENT TO BYLAWS and change of corporate name for the
current name, evidenced by deed dated June 13, 2000, entered on folio 2001 of
the beforementioned Notarial Register 282, registered with the Superintendency
of Bodies Corporate on July 31, 2000 under number 11102, Book 12 of Stock
Corporations; E) AMENDMENT TO BYLAWS, evidenced by deed dated September 22,
2000, entered on folio 3879 of the beforementioned Notarial Register 282,
registered with the Superintendency of Bodies Corporate on October 26, 2000
under number 16086, Book 13 of Stock Corporations; F) AMENDMENT TO BYLAWS,
evidenced by deed dated June 27, 2002, entered on folio 3879 of the
beforementioned Notarial Register 282, registered with the Superintendency of
Bodies Corporate on October 26, 2000 under number 16086, Book 13 of Stock
Corporations; and G) AMENDMENT TO BYLAWS, evidenced by deed dated January 13,
2003, entered on folio 21 of the beforementioned Notarial Register 282,
registered with the Superintendency of Bodies Corporate on February 14, 2003,
under number 2172 , Book 20 of Stock Corporations.