Exhibit
1.1
   BY-LAWS
OF THE TELECOMMUNICATIONS COMPANY OF CHILE S.A.
  SECTION
ONE
  NAME,
DOMICILE, DURATION AND PURPOSE
  ARTICLE ONE.  A
corporation is organized under the name of COMPAÑÍA DE TELECOMUNICACIONES DE
CHILE S.A., which will be governed by the provisions of these Bylaws. For those
matters that are not regulated hereby, the provisions of Law No. 18,046,
its Regulations and other relevant provisions related to this type of company,
shall apply. For advertising, banking and promoting purposes, the Company may
use the following commercial names: “TELEFONICA CTC CHILE”, “TELEFONICA CTC”,
“CTC” or “TELEFONICA CHILE”
  ARTICLE TWO.  The
Company shall have its legal domicile in the City of Santiago, Chile,
notwithstanding other branch offices, agencies, representation offices, exchange
facilities, offices or service facilities opened elsewhere in the country or
abroad by decision of the Board of Directors.
  ARTICLE THREE.The
Company shall have duration through August 10, 2068.
  ARTICLE FOUR.  The
purpose of the Company is:
  a)
              The
      establishment, installation, operation, exploitation and administration in
      general of all kind of networks, systems and services of
      telecommunications, information, audiovisual communication and
      broadcasting, entertainment and all kind of related services which include
      any transmission, broadcasting, processing, recording and reception of
      signs, signals, written material, sounds and images of any nature by means
      of physical lines, radio, electricity, optical, electromagnetic means or
      other system allowed by science and
technology;
  b)
              The
      establishment, installation, operation, exploitation and management of
      telecommunications services regarding which the pertinent Administrative
      Authority grants the Company the corresponding concessions, permits and/or
      service authorizations;
  c)
              The
      advising and management of networks, systems and services of
      telecommunications, information, communication and audiovisual
      broadcasting, entertainment and any other related
  service;
  d)
              Research
      and development within the aforementioned
  fields;
  e)
              The
      design, development, manufacture, improvement, import, export,
      distribution, marketing, repair, maintenance and the performance of any
      other industrial or commercial activity referred to any kind of networks,
      systems, products, equipment, elements, parts and materials without
      exception, either directly or indirectly related to telecommunications,
      information, communication and audiovisual broadcasting and
      entertainment;
   1
   f)
              The
      performance of any kind of commercial activities related either directly
      or indirectly to telecommunications, information, communication and
      audiovisual broadcasting and entertainment including the purchase, sale
      and promotion of the
      Company’sown or third parties’
      services and products;
  g)
              The
      participation in organizations, institutions, meetings and study groups of
      academic, entrepreneurial or any other type either directly or indirectly
      related to the Company, and
  h)
              The
      subscription of any kind of agreements or covenants related either
      directly or indirectly to the Company’s activities. In order to carry out
      all the activities that are part of the purpose of the Company it will be
      entitled to do them either locally or in foreign countries, either
      directly or indirectly through the minority or majority participation in
      third parties that are either companies or other juridical entities with
      an identical or similar purpose.
  SECTION
TWO
  CAPITAL
OF THE COMPANY
  ARTICLE FIVE.  The
capital of the Company amounts to eight hundred and sixty two billion, two
hundred and forty million, one hundred and forty-one thousand, eight hundred and
seventy-eight pesos (CH$862,240,141,878), divided into nine hundred and
fifty-seven million, one
hundred and fifty-seven thousand, eighty-five (957,157,085)
subscribed and paid for shares with no par value.
  Shares
are divided into two Series, called “A” and “B”.  Eight hundred and
seventy-three million, nine
hundred and ninety-five thousand, four hundred and forty-seven
(873,995,447) shares are Series “A” and eighty-three million, one hundred and sixty-one
thousand, six hundred and
thirty-eight (83,161,638) shares are Series “B”.  The shares will
continue to pertain to their original Series regardless of any transfer or
assignment.
  ARTICLE SIX.  The
shares shall be registered and each Series shall be numbered
correlatively.
  ARTICLE
SEVEN.  The form of the stock certificates, issue, exchange,
invalidation, loss, replacement, assignment and other circumstances thereof,
shall be governed
by the provisions of the Law and its Regulations.  The stock
certificates shall include reference to the preferences contemplated in these
Bylaws.
  ARTICLE EIGHT.  With
respect to each Series of shares, a Record shall be kept of all stockholders of
the relevant Series with indication of the number of shares held by each one of
such stockholders.
  ARTICLE
NINE.  In the event of one or more shares jointly belonging to
several persons, the joint-owners shall be required to appoint an attorney in
factto act on behalf of all of them before the
Company.
  ARTICLE
TEN.  Possession of one or more shares implies absolute consent
and acceptance of the corporate Bylaws and regulations and of the decisions of
the Stockholders’ Meetings and of
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   the Board
of Directors in matters of their particular authority, including decisions taken
prior to subscribing or acquiring such shares.
  Acceptance
of the decisions of Stockholders’ Meetings is understood without detriment to
the rights of dissenting stockholders, as provided in Article Forty-Seven of
these Bylaws.
  ARTICLE
ELEVEN.  Preferences enjoyed by Series “A” and “B” shares and
stockholders under the terms of these Bylaws shall be governed by transitory
article 4 of Law No. 18,046.
  SECTION
THREE
  MANAGEMENT
OF THE COMPANY
  ARTICLE TWELVE.  The
Company shall be managed by a Board of Directors of seven members and their
deputies. Of these, six shall be elected by the Series “A” stockholders and one
by the Series “B” stockholders.
  The
disabilities, incompatibilities, disqualifications, prohibitions and other
obligations and provisions set forth in the Law shall be applicable to Regular
as well as Deputy Directors.
  Regular
and Deputy Directors on behalf of the Series “B” are required to be stockholders
of the Company.
  ARTICLE
THIRTEEN.  Regular and Deputy Directors shall be elected by the
Regular Stockholders’ Meeting as set forth in Article Forty-Nine of these
Bylaws, who shall remain three years in office and who may be re-elected
indefinitely.  Directors shall be renewed as a whole every three
years.
  ARTICLE
FOURTEEN.  Whenever the Stockholders’ Meeting called to
periodically elect Directors should fail to meet on the established date for
some reason or other, the incumbents completing their term of office shall
continue therein until their replacements are appointed.  The Board of
Directors will be required to summon a Stockholders’ Meeting within thirty days
to decide on the appointments.
  ARTICLE
FIFTEEN.  The Board of Directors shall hold regular and special
meetings.  The former shall be held at least once a month on dates set
in advance by the Board itself.  The latter shall be held whenever
summoned by the Chairman or Vice Chairman, as appropriate, directly or at the
request of one or more Directors, withprior approval
of the need for such meeting by the Chairman or Vice Chairman, as
appropriate.  The foregoing is applicable unless the meeting is
requested by the absolute majority of the Directors, in which event the meeting
shall be necessarily held without prior approval.  Special
meetings shall consider only those matters expressly indicated in the summons,
and such meetings shall be called by way of a registered letter mailed to each
one of the Directors at least three days in advance of the scheduled
date.
  This
period may be reduced to 24 hours in advance, if the letter is personally
delivered to the Director by a Notary Public.  The summoning notice to
a special meeting shall contain reference to the matters to be discussed
therein, which reference may be omitted if all the Directors of the Company
attend such meeting.
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   ARTICLE
SIXTEEN.  Board of Directors shall be validly with the presence
of  the absolute majority of its members.  Board resolutions
and decisions shall be carried with the consenting vote of the absolute majority
of participating Directors entitled to vote.  The foregoing is not
applicable to matters requiring special majorities under the Law or these
Bylaws.
  In the
event of a tie, the presiding officer shall cast the deciding vote.
  ARTICLE
SEVENTEEN.  Board meeting discussions and decisions shall be
recorded in a Minute Book by whatever system available, provided such system
guarantees the impossibility of insertions, deletions or other alterations which
may affect the accuracy of the minutes, which shall be signed by the Directors
attending the meeting.
  In the
event of death of a Director or of his inability to sign the minutes, record of
the corresponding circumstance or impediment shall be included in the relevant
minutes.
  The
Minutes shall be signed before the next regular meeting or at the next meeting
held and shall be understood to be approved  upon
signature.
  Directors
wishing to safeguard their responsibility with respect to some action or
decision of the Board, shall require that their opposition be recorded in the
minutes, of which circumstance the next Regular Stockholders’ Meeting shall be
informed by the presiding officer.
  Directors
considering the minutes to reflect inaccuracies or omissions, are entitled
to  record their reservations before signing such
minutes.
  ARTICLE
EIGHTEEN.  The Board may be revoked only as a body by a Regular
or Special Stockholders’ Meeting.  Consequently, one or more of its
members may not be revoked individually or collectively.
  In any
case, the stockholders of each one of Series “A” and “B”, shall vote only in
respect of the revocation of the Directors on behalf of their own particular
Series.
  ARTICLE
NINETEEN.  If one or more Regular Directors are unable to
attend a meeting for whatever reason, they shall be replaced in such meeting by
their respective Deputy Directors. This provision is applicable likewise in the
event of resignation, impossibility, incapacity, disability, death or other
circumstance as a result of which a Regular Director ceases to hold
office.
  In the
event of a vacancy affecting a Regular Director and his respective Deputy, the
Board shall be renewed as a body at the next Regular Stockholders’ Meeting held
by the Company and, in the meantime, the Directors on behalf of the same Series
of Stockholders as the vacating Regular and Deputy Directors, shall appoint
their replacements.
  All Board
appointments, replacements or vacancies shall be reported to the Superintendencia de Valores y
Seguros de Chile(the Chilean Securities and Exchange Commission) within
three days from the day the appointment occurred.  Moreover, notice of
all corporate Board changes shall be published in a Santiago
newspaper.
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   ARTICLE
TWENTY.  Acts and contracts in which one or more Directors hold
an interest, directly or on behalf of third parties, shall be executed by the
Company only after the operations involved are known to and approved by the
Board and provided their conditions are adjusted to similar equity conditions
ordinarily prevailing in the market. Such decisions shall be reported to the
next Stockholders’ Meeting by the presiding officer and indication of this
matter shall be contained in the pertinent summoning notices.
  A
Director is presumed by law to have an interest in any negotiation, act,
contract or operation, whenever such negotiation, act, contract or operation
requires his personal participation or that of his spouse or relatives through
second degree of consanguinity or affinity, or of partnerships or companies in
which the Director involved holds a ten percent
or higher equity interest directly or through other individuals or legal
entities.
  If the
act or contract involves material amounts, the Board of Directors shall act
pursuant to the rules provided in article 44 of Law 18,046.
  ARTICLE
TWENTY-ONE.  Directors shall be remunerated for holding
office.  Once a year, the Regular Stockholders’ Meeting shall
determine the remuneration of the Board and decisions in this respect shall have
effect from they approval through the following General Ordinary Shareholders
Meeting
  The
Annual Report submitted to the Regular Stockholders’ Meeting for consideration
shall contain a record of the board expenses, grouped according to the relevant
items and every remuneration received by the corporate Directors during the
pertinent fiscal year, including remuneration received for different assignments
or employment while discharging the office, or on account of entertainment
expenses, travel allowances, fringe benefits and, generally, all other
fees.  Such special remunerations shall be listed separately in the
Report, duly assessing the value of those benefits received in
kind.
  ARTICLE
TWENTY-TWO.  At its first meeting, the Board shall elect a
Chairman and a Vice-Chairman from among its members and shall establish the day
and time for regular meetings.  An individual other than the General
Manager or the Directors shall act as Secretary.  Such Secretary, who
will be appointed by the Board, shall:
  a)
              Write
      and keep the minutes of the
meetings;
 b)
              Take
      charge of documents originating in the Board;
  and
 c)
              Perform
      other functions as decided by the
Board.
  ARTICLE
TWENTY-THREE.  The Chairman of the Board, who shall be likewise
President of Stockholders’ Meetings, shall:
  a)
              Preside
      over and direct Board and General Stockholders’
  Meetings;
 b)
              Summon
      Board and General Stockholders’ Meetings, pursuant to the provisions of
      these Bylaws and the Law; and
 c)
              Perform
      all other functions contemplated in these Bylaws and the
    Law.
  The Vice
Chairman shall replace the Chairman in the event of his absence or temporary
impossibility, which circumstance does not require substantiation before third
parties.
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   In the
event of absence of the Chairman and Vice Chairman, the Board may designate a
director to replace him at the corresponding meeting and there shall be no need
to verify this situation to third-parties.
  ARTICLE
TWENTY-FOUR.  The Board of Directors represents the Company
judicially and extrajudicially and to the effect of performing the corporate
purpose, which does not require substantiation before third parties, andis vested with full
management and disposal powers, other than the authority expressly reserved to
Stockholders’ Meetings under the Law or these Bylaws.
  The
indicated authority covers even the execution of such acts and contracts with
respect to which the Law requires special power of attorney.
  The
foregoing applies notwithstanding the particular representation of the General
Manager under the Law and these Bylaws.
  The Board
may delegate part of its powers to the Managers, Assistant Managers or Attorneys
of the Company, to a Director or Committee of Directors and, for particularly
determined purposes, to other individuals.
  Under the
personal liability of Directors participating in the pertinent decision, the
Board may distribute interim dividends during the fiscal year against profits
therein, provided no accumulated losses exist.
  Payment
of such dividends shall be carried out on the date determined by the
Board.
  SECTION
FOUR
  DIRECTORS
COMMITTEE
  ARTICLE TWENTY-FOUR “A”:As
long as the Company is a publicly held corporation with an equity capital
greater than or equal to the equivalent to UF 1,500,000, It shall be obligated
to designate a Directors’ Committee to be governed by the rules provided in
article 50 bis of Law 18,046.
  SECTION
FIVE
  GENERAL
MANAGER
  ARTICLE
TWENTY-FIVE.The General Manager shall be appointed by the
Board, which
will establish his authority and duties and may replace him at
will.
  The
General Manager, who will be subject to the disabilities, limitations,
prohibitions and other obligations and legal provisions applicable to the
Directors, insofar as compatible with the particular responsibilities of his
office or function, shall be entrusted with the immediate supervision of the
ordinary business and operations of the Company; shall represent the
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   Company
judicially with the authority set forth in both paragraphs of Article 7 of the
Code of Civil Procedure; shall observe and enforce observance of the decisions
of the Board and of General Stockholders’ Meetings and shall be vested with such
other authority as decided by the Board.
  The
position of General Manager is incompatible with that of Chairman, Director,
Auditor or Accountant of the Company.
  The
General Manager shall have the right to be heard at Board meetings, and shall be
accountable with the members thereof for decisions detrimental to the Company
and its stockholders, whenever the minutes fail to contain record of his
dissenting opinion.
  ARTICLE
TWENTY-SIX.  In the event of illness or justified absence,
which will not be necessary to substantiate to third parties, the General
Manager shall be replaced in office by the Company Officers pursuant to a
hierarchy approved by the Board. These Officers shall also be subject to the
disabilities, limitation, prohibition, obligation and other legal provisions
applicable to the General Manager.
  SECTION
SIX
  MANAGEMENT
SUPERVISION
  ARTICLE
TWENTY-SEVEN.  Each year, the Regular General Stockholders’
Meeting shall appoint independent External Auditors to examine the books,
inventory, balance sheet and other financial statements of the Company, with the
obligation of reporting in writing to the next Regular Stockholders’ Meeting on
the performance of their mandate.
  The
External Auditors shall be selected from those registered in the Record which,
to this effect, is carried by the Superintendencia de Valores y
Seguros de Chile (the Chilean Securities and Exchange Commission)and
shall be liable for damages caused to the shareholders as a result of the
auditors’ negligent acts, reports or omission.
  ARTICLE
TWENTY-NINE.  The External Auditors and the Accounting
Inspectors may attend Stockholders’ Meetings with the right to speak but without
the right to vote.
  ARTICLE THIRTY.  The
Annual Report, Balance Sheet, Inventory, Minutes, Books, and reports of the
External Auditors and the Accounting Inspectors, shall be made available to the
stockholders for review at the corporate management office, fifteen days prior
to the date set for the Stockholders’ Meeting.
  Stockholders
may only examine the said
documents during the specified period.
  Notwithstanding
the foregoing, with the approval of three -fourths of the Directors in
office, certain documents may be classified as confidential whenever referring
to pending negotiations, the disclosure of which could damage the corporate
interest.
  Directors
fraudulently or wrongfully
casting their favorable vote on a declaration of secrecy shall be jointly liable
for damages caused.
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   SECTION
SEVEN
  STOCKHOLDERS
MEETINGS
  ARTICLE
THIRTY-ONE.  Stockholders shall hold Regular and Special
Meetings.
  The
former will be held once a year within the first four month period at the place,
date and time determined by the Board of Directors in order to decide on the
matters related to them without need of describing them in the corresponding
summons.
  The
latter may be held at any time required by corporate needs, to decide on any
matters which the Law or these Bylaws reserve to the particular consideration of
Stockholders’ Meetings, provided such matters are set forth in the relevant
summoning notice.
  Whenever
a Special Stockholders’ Meeting is required to decide on matters otherwise
reserved to the Regular Stockholders’ Meetings, its operation and decision shall
require,
as appropriate, the quorums applicable to the latter.
  ARTICLE
THIRTY-TWO.  The following matters must be resolved at Regular
Stockholders’ Meetings:
  a)
              Review
      of the situation of the Company and of the reports of the External
      Auditors and Accounting Inspectors, and the approval or rejection of the
      Annual Report, Balance Sheet, financial statements and demonstrations
      submitted by the Administrators or Liquidators of the
    Company;
  b)
              Distribution
      of profits of each fiscal year and, particularly, the distribution of
      dividends;
  c)
              Election
      or revocation of the Regular and Deputy members of the Board, Liquidators
      and management supervisors;
  d)
              Determination
      of the remuneration of the Board;
  and
  e)
              Generally,
      any other matter of corporate interest not reserved to Special
      Stockholders’ Meetings.
  ARTICLE
THIRTY-THREE:  The following matters must be resolved at aSpecial Stockholders’
Meeting:
  a)
              Dissolution
      of the Company;
  b)
              Change,
      merger or division of the Company and amendment of its
    Bylaws;
  c)
              Issue
      of bonds or debentures convertible into
bonds;
  d)
              Sale
      of fixed assets and liabilities of the Company or of its total
      assets;
  e)
              Issue
      of real or personal guarantees to secure obligations of third parties,
      except third parties that are affiliate companies, in which event Board
      approval shall be sufficient, and
   8
   f)
              All
      other matters which under the Law or the Bylaws are reserved to the
      consideration or jurisdiction of SpecialStockholders’ Meetings.
  Decisions
on matters referred to in preceding letters (a), (b), (c) and (d), shall be
taken only in Meetings held before a Notary Public, who shall certify the
minutes to be a true reflection of the proceedings and decisions of the
Meeting.
  ARTICLE
THIRTY-FOUR.  Stockholders’ Meetings
shall be summoned by the Board of Directors of the Company.
  The
Board shall summon:
  a)
              Ordinary
      Meetings
      that shall be held during the first four month period of each year with
      the purpose of being informed about all the matters related to
      them;
  b)
              Special
      Meetings whenever justified by the corporate interest, in the opinion of
      the Board;
  c)
              Regular
      or Special Meetings, as appropriate, when so requested by stockholders
      representing at
      leastten percent of the issued voting stock, indicating in the
      request the matters intended for consideration at the pertinent meeting;
      and
  d)
              Regular
      or Special Meetings, as appropriate, when so required by the Superintendencia
      de Valores y Seguros de Chile(the Chilean Securities and Exchange
      Commission), without detriment to
      the authority of the latter to summon such meetings
    directly.
  Meetings
summoned at the request of the stockholders or of the Superintendencia
de Valores y Seguros de Chile (the Chilean Securities and Exchange
Commission), as provided in foregoing letters (c) and (d), shall be held not
later than thirty days from the request date.
  ARTICLE
THIRTY-FIVE.  Regular and Special Stockholders’ Meetings shall
be summoned by means of a prominent notice published at
leastthree times on different dates in a newspaper of the corporate
domicile selected by the Stockholders’ Meeting or, failing an agreement or in
the event of suspension or discontinuity of the selected newspaper, in the
Official Gazette, in the manner and under the conditions set forth by the
Regulations.
  Moreover,
a summoning notice containing reference to the matters intended for discussion,
shall be mailed to each stockholder at
leastfifteen days in advance of the pertinent meeting.
  In
turn, not less than fifteen days in advance of the intended date of the meeting
the Company shall inform the Superintendencia
de Valores y Seguros de Chile(the Chilean Securities and Exchange
Commission) of its summons.
  Second
notices shall be published only after a meeting has failed to convene under the
first notice and, in any event, the new meeting shall be called to meet not
later than forty-five days from the date established for the meeting that failed
to convene.
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   ARTICLE
THIRTY-SIX.  Only stockholders registered as such in the
Stockholders Record five business days in advance of the date of the pertinent
meeting shall participate in Stockholders’ Meetings and exercise their rights to
speak and vote.
  Directors
and Managers other than stockholders, may participate in Stockholders’ Meetings
with the right to speak.
  ARTICLE
THIRTY-SEVEN.  Unless different majorities are provided in the
Law or in these Bylaws, Regular and Special Stockholders’ Meetings shall convene
on the first summons, in the presence of the absolute majority of issued voting
shares and, on the second summons, with those present or represented, regardless
of the number thereof.
  ARTICLE
THIRTY-EIGHT.  Stockholders’ Meetings shall be presided overby the Chairman of the Board or by whomever is acting in his
place.  The Secretary to the Board or otherwise the General Manager
shall act as Secretary.  In the absence of the indicated individuals,
the participants in the meeting with voting rights
shall appoint their temporary substitutes.
  ARTICLE
THIRTY-NINE.  Stockholders may be represented at the Meetings
by other individuals, who may or may not be stockholders
themselves.  The proxy must be issued in writing regarding all of the
shares held by the principal and must include the reference and requirement set
forth in the Regulation to law 18,046.
  ARTICLE
FORTY.  Stockholders with the right to vote shall be entitled
to one vote for each share they own or represent and, at elections held in
Meetings, such stockholders may accumulate their votes in favor of a single
person or otherwise distribute them at their convenience.  Individuals
obtaining the highest number of votes in a single ballot will be proclaimed
elected, until filling in the available number of vacant offices.
  ARTICLE
FORTY-ONE.  Participants in Stockholders’ Meetings shall sign
an attendance sheet, indicating after their signature their particular number of
shares, the appropriate Series, the number of shares represented, the Series
thereof and the name of the principal.
  ARTICLE
FORTY-TWO.  Decisions of legally constituted Stockholders’
Meetings taken pursuant to the laws in force and these Bylaws, are binding for
all stockholders, without detriment to their right to withdraw from the Company
as provided in Article Forty-Seven herein.
  ARTICLE
FORTY-THREE.  Unless different majorities are required under
the Law or these Bylaws, the decisions of Stockholders’ Meetings shall be
adopted with the consenting vote of the absolute majority of the voting stock
present or represented.
  ARTICLE FORTY-FOUR.The
decisions of Stockholders’ Meeting regarding the following matters shall require
the consenting vote of two-thirds of the issued voting stock:
  a)
              Transformation
      of the Company, its division and merger with another
    company;
  b)
              Amendment
      of the term of duration of the
Company;
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   c)
              Early
      dissolution of the Company;
  d)
              Change
      of the corporate domicile;
  e)
              Decrease
      of the corporate capital;
  f)
              Approval
      of capital contributions and assessment of assets other than
      cash;
  g)
              Modification
      of the authority reserved to Stockholders’ Meetings or of limitations on
      the authority of the Board;
  h)
              Reduction
      in the number of Board members;
  i)
              Divestiture
      of 50% or more of Company assets whether or not including liabilities, as
      well as any business that contemplate the divestiture of assets for an
      amount above the aforementioned
percentage.
  For these
effects, any and all transactions carried out over a period of twelve
consecutive months, related to any one asset are understood as one
divestiture;
  j)
              Form
      of distributing corporate benefits;
  k)
              The
      provision of any real or personal warranty to guarantee third party
      obligations which exceed 50% of assets, with the exception of
      subsidiaries, when Board approval will
suffice.
  l)
              Acquisition
      of treasury stock, under the conditions established in articles 27A and
      27B of law 18,046.
  m)
              The
      cure of voidance caused by formal vices in the incorporation of the
      Company or any modification of its Corporate By-laws that includes one or
      more of the matters stated in preceding paragraph,
  and
  n)
              All
      other matter stipulated in the Bylaw of the
  Company.
  ARTICLE
FORTY-FIVE.  The amendment of the Bylaws whose purpose is to
establish, change or otherwise eliminate preferences, shall require the
consenting vote of two-thirds of the voting stock of the affected
Series.
  ARTICLE FORTY-SIX. Shares held
by stockholders who, for a period of five years, have failed to collect any
dividends distributed by the Company or to attend Stockholders’ Meetings shall
not be counted for the purpose of quorums and majorities required at such
Stockholders’ Meetings.  Upon removal of one of the indicated
circumstances (such stockholder collects any dividend distributed by the Company
or attends a Stockholders’ Meeting), such stockholder’s shares shall be once
again counted for the purpose of quorums and majorities required at such
Meetings.
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   ARTICLE
FORTY-SEVEN.  The approval by the Stockholders’ Meeting of any
of the matters contemplated in Article 69 of Law No. 18,046, shall entitle
dissenting stockholders to withdraw from the Company upon being reimbursed by
the Company for the value of their shares.
  The
provisions of Law No.18,046 and its Regulation shall apply with respect to the
term and conditions to exercise the right to withdraw, the prices payable for
the shares, the type of shares regulated under this law and the rules governing
this matter In any event, dissenting stockholders are those that in the
respective Stockholders’ Meeting have opposed the decision that grants the right
to withdraw or otherwise those who, not having attended the Meeting, indicate
their dissent in writing not later than thirty days from the date of the
Stockholders’ Meeting which adopted the decision causing such
dissent.
  ARTICLE
FORTY-EIGHT.  Deliberations and decisions of Stockholders’
Meetings shall be recorded in a Minute Book carried by the Secretary, if any, or
otherwise by the Manager of the Company.
  Minutes
shall be signed by whomever acted as President and Secretary to the Meeting and
by three stockholders elected therein, or by all those who attended the Meeting
if less than three.
  Minutes
are deemed approved from the moment the Minutes are signed by the individuals
indicated in the preceding paragraph, and the resolutions covered therein may be
enforced from that date.  Should any of the persons designated to sign
the Minutes consider that the Minutes contain inaccuracies or omissions, such
person may record such person’s reservations prior to signing the Minutes. The
minutes shall be signed and reservation shall be added thereto within a term of
ten business days after the corresponding Stockholders meeting
 
 Minutes
may be recorded in the respective Minute Book by any means, provided those
means assure that no insertions, deletions or any other alteration that
may affect the exactness of the Minutes may be introduced
therein.  The above is without prejudice to
the authority corresponding in this matter to the Superintendencia
de Valores y Seguros de Chile(the Chilean Securities and Exchange
Commission).
  ARTICLE
FORTY-NINE.  Regular and Deputy Directors shall be elected as
follows:
  a)
              Regular
      Directors who represent Series “A” stockholders shall be elected by the
      stockholders of such Series and in such case, each stockholder may cast
      one vote per each share he owns or represents and may accumulate them in
      favor of a single individual or distribute them
      as he deems advisable.  The persons who in the same and single
      voting obtain the highest number of votes shall be elected, until
      completing the number of Directors to be
  elected;
  b)
              The
      election of Deputy Directors who represent Series “A” stockholders shall
      take   place in the same election carried out to elect
      Regular Directors of that Series, and the votes that favor a determined
      Regular Director shall necessarily favor the Deputy Director nominated
      jointly with the Regular Director;
and
  c)
              The
      Regular Director on behalf of Series “B” shares shall be elected by the
      stockholders of that Series with the right to vote.  Each
      stockholder shall cast his vote for a single
   12
   person,
and whoever obtains the highest number of votes in the same and single voting
the shall be elected.
  The
Deputy Director on behalf of Series “B” shares shall be elected by separate
ballot pursuant to the norms indicated in the foregoing paragraph.
  However,
if a person is previously nominated to fill in the office of Deputy
Director  of an individual nominated to serve as Regular Director for
this Series, the election of the latter as representative of the Series “B”
stockholders shall consequently imply the election of the nominated Deputy
Director.
  SECTION
EIGTH
  BALANCE
SHEET AND OTHER FINANCIAL STATEMENTS
 AND
RECORDS, AND DISTRIBUTION OF PROFITS
  ARTICLE FIFTY.  The
corporate financial year opens January 1st and
closes December 31st each
year, on which latter date the annual Balance Sheet shall be drawn
up.
  The
Balance Sheet shall indicate the new value of the capital of the
Company.
  ARTICLE
FIFTY-ONE.  The Board of Directors of the Company shall submit
to the consideration of the Regular General Stockholders’ Meeting an itemized
Annual Report on the situation of the Company in the past financial year,
together with the Balance Sheet, Profit and Loss Statement and the Report of the
External Auditors and the Accounting Inspectors.  All these documents
shall clearly reflect the financial standing of the Company at the closing date
of the financial year, and the profits obtained or losses sustained during such
year.
  Whenever
requested by stockholders holding or representing ten percent
or more of the issued voting stock, the Annual Report shall include,
in the form of an Exhibit, an accurate summary of the comments and proposals
made by such stockholders in connection with the progress of corporate
business.
  In turn,
all information generally sent by the Board to the stockholders in general, on
account of the summons to a Stockholders’ Meeting, namely proxies,
substantiation of Board decisions or other similar matters, shall include
pertinent comments and proposals formulated by the stockholders mentioned in the
preceding paragraph.
  The form,
term and modes for the exercise of this right and the obligations to inform on
the position of minorities must be exercised in the manner determined by the
Regulations of Law
  ARTICLE
FIFTY-TWO.  On a date not later than the date of the first
summoning notice to the Regular Stockholders’ Meeting, the Board of Directors of
the Company shall forward to each of the stockholders inscribed in the
respective Record a copy of the Balance Sheet and Annual Report, including the
decision of the Auditors and its explanatory notes, notwithstanding stipulation
in a Memorandum or recommendation by the Superintendency of securities and
Insurance.
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   If the
Balance Sheet and Profit and Loss Statement are modified by the Meeting, the
changes, in relevant matters, shall be forwarded to the stockholders within the
fifteen days following the date of the Meeting.
  ARTICLE
FIFTY-THREE.  The Company must publish the information
determined by the Superintendencia de Valores y
Seguros de Chile(the Chilean Securities and Exchange Commission) in its
duly audited Balance Sheets and Profit and Loss Statements, in a newspaper of
wide circulation domicile of the corporation, at least ten days and not
exceeding twenty days prior to the date of the Meeting that must issue a
pronouncement thereupon.
  The
documents indicated in the foregoing paragraph shall be filed within that same
term with the Superintendencia
de Valores y Seguros de Chile(the Chilean Securities and Exchange
Commission), in the number of copies determined by it.
  Should
the Balance Sheet and Profit and Loss Stated be changed by the Meeting, the
modifications, without prejudice to
the obligation stipulated in Article 52 of these Bylaws, shall be published in
the same newspaper that published said documents as provided in the first
paragraph of this article, during the fifteen days following the date of the
Meeting.
  In
case the Superintendencia
de Valores y Seguros de Chile(the Chilean Securities and Exchange
Commission) formulates any observations regarding such documents, it may order
the publication of its observations in the manner it may determine.
  ARTICLE
FIFTY-FOUR.  The Stockholders’ Meetings that must decide
regarding a determined period cannot postpone its pronouncements with respect to
the Annual Report, Balance Sheet and Profit and Loss Statement submitted for
its consideration, and must immediately resolve its approval,
modification,
or rejectionof the amount of dividends to be paid during the term stipulated in
Article 57 of these Bylaws.
  If
a Stockholders’ Meeting rejects the Balance Sheet on the basis of specific
substantiated remarks, the Board shall submit a new Balance Sheet for
its consideration on the date determined by such Meeting, which date cannot be
later than sixty days from the date of rejection.
  If
the Stockholders’ Meeting rejects the new Balance Sheet submitted for
its consideration, the appointment of the Board of Directors shall be considered
revoked, without prejudice of the liabilities that may arise.  A new
Board shall be elected on this same opportunity.
  The
Directors that approved the Balance Sheet that resulted in the revocation of
their appointment shall be disqualified for re-election in the ensuing full
period.
  ARTICLE
FIFTY-FIVE.  Dividends shall be paid exclusively from net
profits for the period or from withheld profits reflected in Balance Sheets
approved by Stockholders’ Meetings.
  However,
in the event of accumulated losses, profits for the period shall be allocated
first to pay such losses.
  Loss in a
specific financial year shall be offset with withheld profits, if
any.
   14
   ARTICLE
FIFTY-SIX.  Unless otherwise decided in the respective
Stockholders’ Meeting by the unanimous consenting vote of the issued stock, the
Company shall distribute every year as dividend in cash to its stockholders, pro
rata to their shares, at least thirty percent
of the net profits for the period.
  ARTICLE
FIFTY-SEVEN.  Payment of mandatory minimum dividends under the
Law and these Bylaws may be demanded thirty days after
the date of the Stockholders’ Meeting which approved distribution of profits for
the financial year.
  Payment
of additional dividends decided upon by the Stockholders’ Meeting shall be made
in the financial year in which the decision is taken and on the date determined
by such Meeting or by the Board, whenever authorized by the Stockholders’
Meeting to this effect.
  Dividends
shall be paid to the stockholders listed in the pertinent Record on the fifth
business day preceding the dates set forth for payment thereof.
  ARTICLE
FIFTY-EIGHT.Unless otherwise decided in the pertinent
Stockholders’ Meeting by the unanimous consenting vote of the issued stock,
dividends shall be paid in cash.  However, payment of dividends
exceeding the mandatory limits set forth by Law or these Bylaws, shall be met by
giving the stockholders an option to receive such payment in cash, in bonus
stock of its own issue, or in shares held by the Company in open
corporations.
  Optional
dividends must comply with equity, information and other requirements provided
in the Bylaws.  However, stockholders failing to express a
preference
shall be understood to have decided for payment in cash.
  ARTICLE FIFTY-NINE.Accrued
dividends not paid or made available by the Company to its stockholders within
the period indicated in Article Fifty-Seven hereof shall be readjusted to
reflect the value experienced by the Unidad de Fomento from the date on which
such dividends become demandable to that of actual payment.  Moreover,
such dividends shall accrue ordinary interest at the rate established for
re-adjustable operations in the same period.
  SECTION
NINE
  DISSOLUTION
AND LIQUIDATION OF THE COMPANY
  ARTICLE SIXTY.  The
Company shall be dissolved upon occurrence of any of the events set forth in
Article 103 of Law 18,046, insofar as applicable thereto.
  ARTICLE
SIXTY-ONE.  Upon dissolution, the Company shall subsist as a
legal entity for the effects of its liquidation, and its Bylaws shall continue
in force where applicable.  In this event, the words “under
liquidation” shall be added to its trade name.
  ARTICLE
SIXTY-TWO.  In the event of dissolution, whether early or
otherwise, a Stockholders’ Meeting shall be summoned to appoint three
individuals to carry out the liquidation, which time the Meeting shall fix their
remuneration.
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   Of these
three individuals, two shall be elected by the Series “A” stockholders and one
by the Series “B” stockholders, as provided in Article Forty-Nine of these
Bylaws.
  ARTICLE
SIXTY-THREE.  The Liquidators shall remain in office three
years and may be reelected only once.
  All
provisions of the Law and these Bylaws applicable to the Directors shall be
applicable to the Liquidators, as appropriate.
  ARTICLE
SIXTY-FOUR.  The Liquidators shall take office only after
meeting all legal formalities set forth for the dissolution of the
Company.  In the meantime, the last Board of Directors shall continue
to be responsible for the management of the Company.
  ARTICLE
SIXTY-FIVE.  No liquidation shall be required if the Company is
dissolved as a result of a single person becoming the holder of all its
shares.  In this event, the provisions of Article 108 of Law 18,046
shall apply.
  ARTICLE
SIXTY-SIX.  The Stockholders’ Meeting may revoke at any time
the authority of the Liquidators appointed thereby, except when elected from
a list of five names proposed by theSuperintendencia de Valores y Seguros de Chile(the Chilean Securities
and Exchange Commission), in which case the revocation shall be effective only
after it has been approved by the indicated Securities
Commission.
  The
revocation of the Liquidators shall observe, where applicable, the provisions of
Article Forty-Nine of these Bylaws.
  ARTICLE
SIXTY-SEVEN.  The Liquidating Committee shall appoint a
Chairman from among its members, who shall represent the Company judicially and
extrajudicially.
  The
Liquidating Committee shall only act and enter into such contracts that directly
tend to liquidate the Company; it shall represent the Company judicially and
extrajudicially and shall be vested with all the powers of management and
disposal not otherwise reserved for the Stockholders’ Meetings under the Law or
these Bylaws.  The Liquidating Committee shall not require any special
power of attorney whatsoever,
not even to the effect of acts or contracts in respect of which the Law requires
this formality.
  Notwithstanding
the foregoing provisions, Stockholders’ Meetings held subsequent to the
dissolution or to the Meeting deciding the dissolution may limit the authority
of the Liquidating Committee by specifically setting forth the authority vested
therein
or denied thereto.  The pertinent decision shall be recorded in a
public deed and reference thereto must be noted on the margin of the
registration of the corporation.
  The
judicial representation corresponding to the Liquidation Committee under this
article does not affect the representation of the Chairman of such Committee as
established in Article 11 of Law 18,046 and in the first paragraph
herein.  In both cases, the judicial representation shall include all
authority under both paragraphs of Article 7 of the Code of Civil
Procedure.
   16
   SECTION
TEN
  JURISDICTION
AND ARBITRATION
  ARTICLE
SIXTY-EIGHT.  The Directors and the Liquidators are understood
to have the same domicile as the Company during their term of office for all
relevant notices relating to affairs of the Company and responsibility for their
acts.
  ARTICLE
SIXTY-NINE.  Any differences arising between the stockholders
in their capacity as such or between them and the Company or the managers
thereof, during the life of the Company or during its liquidation, shall be
settled by an arbitrator appointed by mutual agreement of the parties or,
failing such agreement, by the Civil Courts of Justice.  The
arbitrator shall be bound by legal principles.
  The
foregoing is understood without prejudice to
the factthat in the event of a conflict, the plaintiff may withdraw from
the venue of the arbitrator and place the case before the Civil Courts of
Justice for decision.
  FIRST TRANSITORY
ARTICLE.  Pursuant to the provision in article 112 of Decree
Law 3,500, the Company’s refined assets, calculated as the assets
of  the individual balance sheet as a proportion of its total assets,
shall be the minimum value that is consistent with a factor of refined assets
equal to one, according to the provision in article 47 of the aforesaid decree
law. This article shall cease to be effective as of August
2002.








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