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Exhibit 1.1 (COMPANHIA LOGO)
    
    CompanhiaVale do Rio Doce
 BY- LAWS As amended at the ExtraordinaryShareholders Meetingheld on April 28, 2004 Av. Graça Aranha, 26
20005-900 Rio de Janeiro RJ Brasil Tel.: (021) 3814-4477 Fax.: (021)
3814-4493 1




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(COMPANHIA LOGO)
    
    CompanhiaVale do Rio Doce
 BY-LAWS COMPANHIA VALE DO RIO DOCE CHAPTER I  NAME, PURPOSE, HEAD OFFICE AND DURATION Article 1 COMPANHIA VALE DO RIO DOCE, referred to in abbreviated form as
CVRD, is a joint-stock company governed by the present By-Laws and by
applicable legislation. Article 2  The purpose of the company is: I.
    
    the exploitation of mineral deposits in Brazil and abroad by
means of extraction, processing, industrialization, transportation,
shipment and commerce of mineral assets;II.
    
    the building and operation of railways and the exploitation
of own or third party rail traffic;III.
    
    the building and operation of own or third party marine
terminals, and the exploitation of nautical activities for the
provision of support within the harbor;IV.
    
    the provision of logistics services integrated with cargo
transport, comprising generation, storage, transshipment,
distribution and delivery within the context of a multimodal
transport system;V.
    
    the production, processing, transport, industrialization and
commerce of all and any source and form of energy, also involving
activities of production, generation, transmission, distribution and
commerce of its products, derivatives and subproducts;VI.
    
    the carrying-on, in Brazil or abroad, of other activities
that may be of direct or indirect consequence for the achievement of
its corporate purpose, including research, industrialization,
purchase and sale, importation and exportation, the exploitation,
industrialization and commerce of forest resources and the provision
of services of any kind whatsoever;
  Av. Graça Aranha, 26
20005-900 Rio de Janeiro RJ Brasil Tel.: (021) 3814-4477 Fax.: (021)
3814-4493 2




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(COMPANHIA LOGO)
    
    CompanhiaVale do Rio Doce
 VII.
    
    constituting or participating in any fashion in other
companies, consortia or associations directly or indirectly related
to its business purpose.
 Article 3 The head office and legal venue of the company shall be in the city
of Rio de Janeiro, State of Rio de Janeiro, the company being empowered for the
better realization of its activities to set up branch offices, subsidiary
branch offices, depots, agencies, warehouses, representative offices or any
other type of establishment in Brazil or abroad. Article 4 The term of duration of the company shall be unlimited. CHAPTER II  CAPITAL AND SHARES Article 5 The Share Capital is R$ 7,300,000,000.00 (seven billion, three
hundred million Brazilian reais) corresponding to 388,559,056 (three hundred
and eighty eight million, five hundred and fifty nine thousand, and fifty six)
book shares, being R$ 4,696,524,030.83 (four billion, six hundred and ninety
six million, five hundred and twenty four thousand, thirty Brazilian reais and
eighty three cents), split into 249,983,143 (two hundred and forty nine
million, nine hundred and eighty three thousand, one hundred and forty three)
common shares and R$ 2,603,475,969.17 (two billion, six hundred and three
million, four hundred and seventy five thousand, nine hundred and sixty nine
Brazilian reais and seventeen cents), split into 138,575,913 (one hundred and
thirty eight million, five hundred and seventy five thousand, nine hundred and
thirteen) preferred class A shares, including 01 (one) special class share,
all carrying no nominal value. § 1-
    
    The shares are divided into common shares and preferred
shares. The preferred shares comprise class A and special class.§ 2 -
    
    The special class preferred share shall belong
exclusively to the Federal Government. In addition to the other
rights assigned to it in the present By-Laws, the special class
share shall possess the same rights as the class A preferred shares.§ 3-
    
    Each common and class A preferred share and the special
class share shall confer the right to one vote in decisions made at
General Meetings, the provisions of § 4following being observed.§ 4-
    
    The class A and special class preferred shares shall
have the same rights as the common shares with the exception of the
right to vote at the election of members of the Board of Directors,
in accordance with the provisions set forth in §§ 2and 3of Article
11following, but shall nevertheless posses the right jointly to
elect and remove one member of the Audit Committee and the
respective alternate.
 Av. Graça Aranha, 26
20005-900 Rio de Janeiro RJ Brasil Tel.: (021) 3814-4477 Fax.: (021)
3814-4493 3




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(COMPANHIA LOGO)
    
    CompanhiaVale do Rio Doce
 § 5 -
    
    Holders of class A preferred and special class shares
shall be entitled to receive dividends calculated as set forth in
Chapter VIIin accordance with the following criteria:a) priority in receipt of dividends specified in § 5 corresponding
to: (i) a minimum of 3% (three percent) of the stockholders equity
of the share, calculated based on the financial statements which
served as reference for the payment of dividends, or (ii) 6% (six
percent) calculated on the portion of the capital formed by this
class of share, whichever higher;b) entitlement to participate in the profit distributed and any
bonuses, on the same conditions as those for common shares, once a
dividend equal to the minimum priority established in accordance
with letter a above is ensured; andc) entitlement to participate in any bonuses, on the
same conditions as those for common shares, the priority
specified for the distribution of dividends being observed.§ 6-
    
    Preferred shares shall acquire full and unrestricted
voting rights should the company fail to pay the minimum dividends
to which they are entitled during 3 (three) consecutive fiscal
years, under the terms of §5of Article 5.
 Article 6 The company is authorized to increase its share capital up to the
limit of 300,000,000 (three hundred million) common shares and 600,000,000 (six
hundred million) class A preferred shares. Within the limit authorized by the
present Article the company shall, by means of a decision of the Board of
Directors, be entitled to increase the share capital without any alteration of
the By-laws by means of the issuance of common shares and/or preferred shares. § 1 -
    
    The Board of Directors shall determine the conditions for
issuance, including the price and the period of time prescribed for
paying up.§ 2 -
    
    At the option of the Board of Directors the preemptive
right in the issuance of shares, bonds convertible into shares and
subscription bonuses, the placement of which on the market may be by
sale on the stock exchange or by public subscription as per the
prescriptions set forth in Law no. 6.404/76, may be rescinded.§ 3-
    
    Provided that the plans approved by the General Meeting
are complied with, the company shall be entitled to delegate the
option of share purchase to its administrators and employees, with
shares held
 Av. Graça Aranha, 26
20005-900 Rio de Janeiro RJ Brasil Tel.: (021) 3814-4477 Fax.: (021)
3814-4493 4




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(COMPANHIA LOGO)
    
    CompanhiaVale do Rio Doce
 in custody or by means of the issuance of new shares, the
shareholders preemptive right being excluded.
 Article 7 The special class share shall possess a veto right regarding of
the following subjects: I.
    
    change of name of the company;II.
    
    change of location of the head office;III.
    
    change of the corporate purpose with reference to mineral exploitation;IV.
    
    the winding-up of the company;V.
    
    the sale or cessation of the activities of any part or of the
whole of the following categories of the integrated iron ore systems
of the company: (a) mineral deposits, reserves and mines; (b)
railways; (c) ports and marine terminals;VI.
    
    any alteration of the rights assigned to the types and
classes of the shares issued by the company in accordance with the
prescriptions set forth in the present By-Laws;VII.
    
    any alteration of the present Article 7 or of any of the
other rights assigned to the special class share by the present
By-Laws.
 CHAPTER III  GENERAL MEETING Article 8 The ordinary Shareholders General Meeting shall be held within
the first four months following the end of the fiscal year and,
extraordinarily, whenever called by the Board of Directors. § 1 -
    
    An extraordinary Shareholders General Meeting shall be
competent to discuss the subjects specified in Article 7.§ 2 -
    
    The holder of the special class share shall be formally
requested by the company to attend for the purpose of discussing the
subjects specified in Article 7 by means of personal correspondence
addressed to its legal representative, a minimum period of notice of
15 (fifteen) days being given.§ 3 -
    
    Should the holder of the special class share be absent
from the General Meeting called for this purpose or should it
abstain from
 Av. Graça Aranha, 26
20005-900 Rio de Janeiro RJ Brasil Tel.: (021) 3814-4477 Fax.: (021)
3814-4493 5




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(COMPANHIA LOGO)
    
    CompanhiaVale do Rio Doce
 voting, the subjects specified in Article 7 shall be deemed as
having been approved by the holder of the said special class.
 Article 9 At an Ordinary or Extraordinary General Meeting, the chair shall be
taken by the Chairman, or in his absence by the Vice-Chairman of the Board of
Directors of the company, and the Secretary of the Board of Directors shall act
as secretary, as per § 14of Article 11. Sole Paragraph- In the case of temporary absence or impediment of the Chairman
or Vice-Chairman of the Board of Directors, the General Meeting of Shareholders
shall be chaired by their respective alternates, or in the absence or
impediment of such alternates, by an Officer specially appointed by the
Chairman of the Board of Directors. CHAPTER IV  ADMINISTRATION Article 10 The Board of Directors and the Executive Board shall be
responsible for the administration of the company. §1 -
    
    The members of the Board of Directors and the Executive
Board shall take office by means of signing the Minute Book of the
Board of Directors or the Executive Board, as the case may be.§2 -
    
    The term of office of the members of the Board of
Directors and the Executive Board shall be extended until their
respective successors have taken office.§3 -
    
    The General Meeting shall fix the overall amount for the
remuneration of the administrators, benefits of any kind and
allowances being included therein, taking into account the
responsibilities of the administrators, the time devoted to the
performance of their duties, their competence and professional
repute and the market value of their duties, their competence and
professional repute and the market value of their services. The
Board of Directors shall apportion the fixed remuneration among its
members and the Executive Board.§4-
    
    The Board of Directors shall be supported by technical and
consultant bodies, denominated Committees, regulated as set forth in
Section II  Committeeshereinafter.
 Av. Graça Aranha, 26
20005-900 Rio de Janeiro RJ Brasil Tel.: (021) 3814-4477 Fax.: (021)
3814-4493 6




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(COMPANHIA LOGO)
    
    CompanhiaVale do Rio Doce
 SECTION I  BOARD OF DIRECTORS Subsection I  Composition Article 11- The Board of Directors, a joint decision-making body, shall be
elected by the General Meeting and shall be formed of 11 (eleven) effective
members and their respective alternates, all being shareholders in the company,
and one of whom shall be the Chairman of the Board and another shall be the
Vice-Chairman. §1 -
    
    The term of office of the members of the Board of
Directors shall be 2 (two) years, their re-election being permitted.§2 -
    
    Under the terms of Article 141 of Law # 6,404/76, 1 (one)
member and his alternate of the Board of Directors, may be elected
and removed, by means of a separate vote at the general meeting of
shareholders, excluding the controlling shareholder, by the majority
of holders, respectively, of:
 I -
    
    common shares representing at least 15%
(fifteen percent) of the total shares with voting rights;
andII -
    
    preferred shares representing at least 10%
(ten percent) of share capital.
 §3 -
    
    Having ascertained that neither the holders of common
shares or preferred shares have respectively formed the quorum
required in sections I and IIof §2above, they shall be entitled to
combine their shares to jointly elect a member and an alternate to
the Board of Directors, and in such hypothesis the quorum
established in section IIof §2of this Article shall be observed.§4 -
    
    The entitlement set forth in §2of this Article may only
be exercised by those shareholders who are able to prove
uninterrupted ownership of the shares required therein for a period
of at least 3 (three) months, immediately prior to the general
shareholders meeting which elected the members of the Board of
Directors.§5 -
    
    From among the 11 (eleven) effective members and their
respective alternates of the Board of Directors, 1 (one) member and
his alternate shall be elected and/or removed, by means of a
separate vote, by the employees of the company.§6 -
    
    The Chairman and the Vice-Chairman of the Board of
Directors shall be elected among the members thereof during a
Meeting of the Board
 Av. Graça Aranha, 26
20005-900 Rio de Janeiro RJ Brasil Tel.: (021) 3814-4477 Fax.: (021)
3814-4493 7




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(COMPANHIA LOGO)
    
    CompanhiaVale do Rio Doce
 of Directors to be held immediately after the General Meeting which
has elected them.§7 -
    
    In the case of impediment or temporary absence, the
Vice-Chairman shall replace the Chairman, and during the period of
such replacement the Vice-Chairman shall have powers identical to
those of the Chairman, the alternate of the Chairman being
nevertheless entitled to exercise the right to vote in his capacity
as a member of the Board of Directors.§8 -
    
    Should a vacancy occur in the office of Chairman or
Vice-Chairman, the Board of Directors shall elect the respective
alternates in the first Meeting to be held after the vacancy.§9 -
    
    During their impediments or temporary absences, the
members of the Board of Directors shall be replaced by their
respective alternates.§10 -
    
    Should a vacancy occur in the office of a member of the
Board of Directors or of an alternate, the vacancy shall be filled
by nomination by the remaining members of an alternate who shall
serve until the next General Meeting, which shall decide on his
election. Should vacancies occur in the majority of such offices, a
General Meeting shall be convened in order to proceed with a new
election.§11 -
    
    Whenever the Board of Directors is elected under the
multiple vote regime, as established in Article 141 of Law #
6,404/1976, the Chairman of the shareholders meeting shall inform
those shareholders present that the share which elected a member of
the Board of Directors, by means of a separate vote in accordance
with §§2 and 3 of Article 11, may not participate in the multiple
vote regime and, evidently, may not participate in the calculation
of the respective quorum. Once the separate vote has been held,
then the ratio may be definitively defined in order to proceed with
the multiple vote.§12 -
    
    With the exception of the effective members and their
respective alternates, elected by means of separate vote,
respectively, by the employees of the company and by the holders of
preferred shares, under section II, §2of Article 11, whenever the
election for the Board of Directors is held under the multiple vote
regime, the removal of any member of the Board of Directors,
effective or alternate, by the general shareholders meeting, shall
imply in the removal of the other members of the Board of Directors,
and consequently a new election shall be held; in other cases of
vacancy, in the absence of an
 Av. Graça Aranha, 26
20005-900 Rio de Janeiro RJ Brasil Tel.: (021) 3814-4477 Fax.: (021)
3814-4493 8




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(COMPANHIA LOGO)
    
    CompanhiaVale do Rio Doce
 alternate, the first general shareholders meeting shall elect the
whole Board.§13 -
    
    Whenever, cumulatively, the election of the Board of
Directors is held under the multiple vote system and the holders of
common shares or preferred shares or company employees exercise the
right established in §§ 2, 3 and 5 above, the shareholder or group
of shareholders under vote agreement who hold over 50% (fifty
percent) of shares with voting rights, shall be ensured the right to
elect officers in a number equal to those elected by the other
shareholders, plus one, irrespective of the number of officers
established in the caption of Article 11.§14 -
    
    The Board of Directors shall have a Secretary, appointed by
the Chairman of the Board of Directors, who shall necessarily be an
employee or administrator of the company, in whose absence or
impediment shall be replaced by another employee or administrator as
designated by the Chairman of the Board of Directors.
 Subsection II  Workings Article 12 The Board of Directors shall meet on an ordinary basis once a
month and extraordinary whenever called by the Chairman or, in his absence, by
the Vice-Chairman of the Board or by any 2 (two) members acting together. Article 13 Meetings of the Board of Directors shall only be held with the
presence of and decisions shall only be taken by the affirmative vote of a
majority of its members. §1 -
    
    The minutes of the meetings of the Board of Directors
shall be recorded in the Book of Minutes of Meetings of the Board of
Directors which, after having been read and approved by the officers
present at the meetings, shall be signed in a number sufficient to
constitute the majority necessary for approval of the subjects
examined.§2 -
    
    The Secretary shall be responsible for the recording,
distribution, filing and safeguard of the respective minutes of the
meetings of the Board of Directors, as well as for the issuance of
abstracts of the minutes and certificates of approvals of the Board
of Directors.
 Subsection III  Responsibilities Article 14 The Board of Directors shall be responsible for:  Av. Graça Aranha, 26
20005-900 Rio de Janeiro RJ Brasil Tel.: (021) 3814-4477 Fax.: (021)
3814-4493 9




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(COMPANHIA LOGO)
    
    CompanhiaVale do Rio Doce
 I.
    
    electing, evaluating and at any time removing the Executive Officers of
the company, and assigning functions to them;II.
    
    distributing the remuneration established by the general shareholders meeting among its members and those of the Executive
Board;III.
    
    assigning the functions of Investor Relations to an Executive Officer;IV.
    
    approving the policies relating to selection, evaluation, development and remuneration of members of the Executive Board;V.
    
    approving the companys human resources general policies as submitted to
it by the Executive Board;VI.
    
    establishing the general guidance of the business of the company,
its wholly-owned subsidiary companies and controlled companies;VII.
    
    approving the strategic guidelines and the strategic plan of the
company submitted annually by the Executive Board;VIII.
    
    approving the companys annual and multi-annual investment budgets,
submitted to it by the Executive Board;IX.
    
    monitoring and evaluating the economic and financial performance of
the company, and may request the Executive Board to provide reports
with specific performance indicators;X.
    
    approving investments and/or divestiture opportunities submitted by the
Executive Board which exceed the limits established for the Executive
Board as defined by the Board of Directors;XI.
    
    issuing opinions on operations relating to merger, split-off,
incorporation in which the company is a party, as well as share
purchases submitted by the Executive Board;XII.
    
    with the provisions set forth in Article 2of the present By-Laws
being complied with, making decisions concerning the setting-up of
companies, or its transformation into another kind of company,
direct or indirect participation in the capital of other
companies, consortia, foundations and other organizations, by
means of the exercise of rights withdrawal, the exercise of
non-exercise of rights of subscription, or increase or sale, both
direct and indirect, of corporate equity, or in any other manner
prescribed by law, including but not limited to, merger, split-off
and incorporation in companies in which it participates;
 Av. Graça Aranha, 26
20005-900 Rio de Janeiro RJ Brasil Tel.: (021) 3814-4477 Fax.: (021)
3814-4493 10




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(COMPANHIA LOGO)
    
    CompanhiaVale do Rio Doce
 XIII.
    
    approving the financial policies of the company submitted by the
Executive Board;XIV.
    
    approving the issuance of simple debentures, not convertible into
share and without collateral submitted by the Executive Board;XV.
    
    approving the accounts of the Executive Board, substantiated in
the Annual Report and the Financial Statements, for subsequent
submission to the Ordinary General Meeting;XVI.
    
    approving the employment of profit for the year, the distribution
of dividends and, when necessary, the capital budget, submitted by
the Executive Board, to the later direction to the appreciation of
the Ordinary Shareholders Meeting;XVII.
    
    selecting and removing independent auditors;XVIII.
    
    appointing and removing the employee responsible for the internal
auditing of the company, who shall report directly to the Board of
Directors;XIX.
    
    approving the policies and the annual audit plan of the company
submitted to it by the employee responsible for internal auditing;XX.
    
    inspecting the management work of the Executive Officers and at
any time examining the books and papers of the company, requesting
information about contracts signed or about to be signed, in order
to ensure the financial integrity and ethical conduct of the
company;XXI.
    
    approving alterations in corporate governance rules, including,
but not limited to, the process of rendering of accounts and the
process of disclosure of information;XXII.
    
    approving the code of ethics and the management system in order to
avoid conflicts of interests between the company and its
shareholders or administrators;XXIII.
    
    adopting the measures considered necessary in the eventuality of
potential conflicts of interest between the company and its
shareholders or administrators;XXIV.
    
    approving the companys policies relating to corporate
responsibility, such as: the environment, health, safety and
social responsibility, as submitted by the Executive Board;
 Av. Graça Aranha, 26
20005-900 Rio de Janeiro RJ Brasil Tel.: (021) 3814-4477 Fax.: (021)
3814-4493 11




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(COMPANHIA LOGO)
    
    CompanhiaVale do Rio Doce
 XXV.
    
    establishing criteria for the Executive Board in relation to the
purchase of, sale of and placing of liens on fixed assets and for
the constitution of encumbrances, the provisions set forth in
Article 7of the present By-Laws being complied with;XXVI.
    
    approving the provision of guarantees in general, and establishing
criteria for the Executive Board in relation to the contracting of
loans and financing and for the signing of other contracts;XXVII.
    
    establishing criteria for the Executive Board in relation to the
signing of commitments, waiving of rights and transactions of any
nature, except for the waiver of its preemptive rights in the
subscription and purchase of shares, under section XIIof Article
14;XXVIII.
    
    approving any matters which are not the competence of the
Executive Board, under the terms of the present By-Laws, as well
as matters whose limits exceed the criteria established for the
Executive Board, as established in Article 14;XXIX.
    
    approving any reformulation, alteration, or amendment of
shareholders agreements or consortia contracts, or of agreements
among the shareholders or among the consortia parties of companies
in which the company participates, as well as approving the
signing of new agreements and/or consortia contracts that address
subjects of this nature;XXX.
    
    authorize the negotiation, signing or alteration of contracts of
any kind of value between the company and (i) its shareholders,
either directly or through intermediary companies (ii) companies
which directly or indirectly participate in the capital of the
controlling shareholder or which are controlled, or are under
joint control, by companies which participate in the capital of
the controlling shareholder, and/or (iii) companies in which the
controlling shareholder of the company participates, and the Board
of Directors may establish delegations, with standards and
procedures, which meet the requirements and nature of the
operations, without prejudice of keeping the aforementioned group
duly informed of all company transactions with related parties;XXXI.
    
    expressing its opinion regarding any matter to be submitted to the
General Meeting of Shareholders;XXXII.
    
    authorizing the purchase of shares of its own issuance for
maintenance in treasury, cancellation or subsequent sale.
 Av. Graça Aranha, 26
20005-900 Rio de Janeiro RJ Brasil Tel.: (021) 3814-4477 Fax.: (021)
3814-4493 12




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(COMPANHIA LOGO)
    
    CompanhiaVale do Rio Doce
  §1-
    
    The Board of Directors shall be responsible for appointing, as
submitted by the Executive Board, the persons who shall form part of the
Administrative, Consulting and Audit bodies of those companies and
organizations in which the company participates, directly or indirectly.§2-
    
    The Board of Directors may, at its discretion, delegate the
assignment mentioned in the prior paragraph to the Executive Board. SECTION II  COMMITTEES Article 15 The Board of Directors, shall have, for support on a permanent
basis, 5 (five) technical and consultant committees, denominated as follows:
Executive Development Committee, Strategic Committee, Finance Committee, Audit
Committee and Governance and Ethics Committee. §1-
    
    The Board of Directors, at its discretion, may also
establish, for its consulting support, other committees to fulfill
consultant or technical tasks, other than those permanent committees
as set forth in the caption of this Article.§2-
    
    The members of the committees shall be remunerated as
established by the Board of Directors, and those members who are
administrators of the company shall not be entitled to additional
remuneration for participating on the committees.
 Subsection I  Mission Article 16- The mission of the committees shall be to provide support to the
Board of Directors in order to increase the efficiency and quality of its
decisions. Subsection II  Composition Article 17- The members of the committees shall have proven experience and
technical skills in relation to matters that are the object of the respective
committees responsibility and shall be subject to the same legal duties and
responsibilities as the administrators. Article 18- The composition of each committee shall be defined by the Board of
Directors. §1 -
    
    The members of the committees shall be appointed by
the Board of Directors and may belong to company administration
bodies or not.
 Av. Graça Aranha, 26
20005-900 Rio de Janeiro RJ Brasil Tel.: (021) 3814-4477 Fax.: (021)
3814-4493 13




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(COMPANHIA LOGO)
    
    CompanhiaVale do Rio Doce
 §2 -
    
    The term of management for the members of the
committees shall begin as of their appointment by the Board of
Directors, and termination shall coincide with the end of the
management term of the members of the Board of Directors, and
re-appointment shall be permitted.§3 -
    
    During their management, members of the committees may
be removed from office by the Board of Directors.
 Subsection III  Workings Article 19- Standards relating to the workings of each committee shall be
defined by the Board of Directors. §1 -
    
    The committees established within the company shall not
have decision making power and their reports and proposals shall be
submitted to the Board of Directors for approval.§2 -
    
    The committees reports do not constitute a necessary
condition for the presentation of matters for scrutiny and approval
by the Board of Directors.
 Subsection IV  Responsibilities Article 20- The main duties of the committees are set forth in Article 21and
subsequent articles, whereas their detailed duties shall be defined by the
Board of Directors. Article 21- The Executive Development Committee shall be responsible for: I-
    
    issuing reports on the human resources general policies of
the company submitted by the Executive Board to the Board of
Directors;II -
    
    analyzing and issuing reports to the Board of Directors on
the restatement of remuneration of members of the Executive Board;III -
    
    submitting and ensuring up-to-dateness of the performance
evaluation methodology of the members of the Executive Board.
 Article 22- The Strategic Committee shall be responsible for: I-
    
    issuing reports on the strategic guidelines and the
strategic plan submitted annually by the Executive Board;II-
    
    issuing reports on the companys annual and multi-annual
investment budgets submitted by the Executive Board to the Board of
Directors;
 Av. Graça Aranha, 26
20005-900 Rio de Janeiro RJ Brasil Tel.: (021) 3814-4477 Fax.: (021)
3814-4493 14




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(COMPANHIA LOGO)
    
    CompanhiaVale do Rio Doce
 III-
    
    issuing reports on investment and/or divestiture
opportunities submitted by the Executive Board to the Board of
Directors;IV -
    
    issuing reports on operations relating to merger,
split-off, incorporation in which the company and its controlled
subsidiaries are a party, and on share purchases submitted by the
Executive Board to the Board of Directors.
 Article 23- The Finance Committee shall be responsible for: I-
    
    issuing reports on the financial policies and the internal
financial control systems of the company;II-
    
    issuing reports on the compatibility between the
remuneration level of shareholders and the parameters established in
the annual budget and financial scheduling, as well as its
consistency with the general policy on dividends and the capital
structure of the company.
 Article 24- The Audit Committee shall be responsible for: I-
    
    submitting appointment recommendations of the independent
auditors and the employee responsible for internal auditing of the
company to the Board of Directors;II-
    
    issuing reports on the policies and the companys annual
auditing plan submitted by the employee responsible for internal
auditing, and on its execution;III-
    
    tracking the results of the companys internal auditing,
and identifying, priorizing, and submitting actions to be
accompanied by the Executive Board to the Board of Directors;IV-
    
    analyzing the Annual Report, as well as the Financial
Statements of the company and making recommendations to the Board of
Directors.
 Article 25- The Governance and Ethics Committee shall be responsible for: I-
    
    evaluating the efficiency of the companys governance
practices and the workings of the Board of Directors, and submitting
improvements;II-
    
    submitting improvements to the code of ethics and in the
management system in order to avoid conflicts of interests between
the company and its shareholders or company administrators;
 Av. Graça Aranha, 26
20005-900 Rio de Janeiro RJ Brasil Tel.: (021) 3814-4477 Fax.: (021)
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(COMPANHIA LOGO)
    
    CompanhiaVale do Rio Doce
 III -
    
    issuing reports on policies relating to corporate
responsibility, such as the environment, health, safety and social
responsibility of the company submitted by the Executive Board;IV -
    
    issuing reports on potential conflicts of interest between
the company and its shareholders or administrators.
 SECTION III  EXECUTIVE BOARD Subsection I  Composition Article 26- The Executive Board, the executive administration body of the
company, shall consist of 6 (six) to 9 (nine) members, one of whom shall be the
Chief Executive Officer and others shall be Executive Officers. §1 -
    
    The Chief Executive Officer shall submit to the Board of
Directors the names of candidates for the Executive Board with
renowned knowledge and specialization in the subject of
responsibility of the respective operational area, and may also at
any time submit to the Board of Directors a motion to remove.§2 -
    
    The Executive Officers shall have their individual duties
defined by the Board of Directors.§3-
    
    The management term of the members of the Executive Board
shall be 2 (two) years, and re-election shall be permitted.
 Subsection II  Workings Article 27- In the case of temporary impediment of the Chief Executive
Officer, same shall be replaced by another member of the Executive Board
designated by majority vote of the members of the Executive Board, and in the
case of absence, the Chief Executive Officer may designate his own substitute,
who shall assume all legal, statutory and regulatory duties and
responsibilities. §1-
    
    In the case of temporary impediment or absence of any
Executive Officer, same shall be replaced by one of the Executive
Officers appointed by the Chief Executive Officer, who shall
accumulate the legal, statutory and regulatory responsibilities of
the absent or impeded Executive Officer, for the term of exercise of
the post of the substituted Executive Officer, excluded the right to
vote at Executive Board meetings.
 Av. Graça Aranha, 26
20005-900 Rio de Janeiro RJ Brasil Tel.: (021) 3814-4477 Fax.: (021)
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(COMPANHIA LOGO)
    
    CompanhiaVale do Rio Doce
 §2 -
    
    Should a vacancy occur in the office of an Executive
Officer, the substitute member shall be selected and his name shall
be submitted by the Chief Executive Officer to the Board of
Directors who shall elect him to complete the remaining term of the
substituted officer.§3-
    
    Should a vacancy occur in the office of the Chief
Executive Officer, the Executive Officer in charge of Finance shall
substitute the Chief Executive Officer, accumulating his own duties,
rights and responsibilities with those of the Chief Executive
Officer until the Board of Directors holds a new election for the
office of Chief Executive Officer.
 Article 28 In respect of the limits established for each Executive Officer,
the decisions on matters affecting his specific operational area, provided that
the matter does not affect the operational area of another Executive Officer,
shall be taken by himself or in conjunction with the Chief Executive Officer,
in matters or situations pre-established by the latter. Article 29 The Executive Board shall meet on an ordinary basis once a
fortnight and extraordinarily whenever called by the Chief Executive Officer or
his substitute. Sole Paragraph- The Chief Executive Officer shall convene an extraordinary
meeting of the Executive Board by virtue of the request of at least 3 (three)
members of the Executive Board; Article 30 The meetings of the Executive Board shall only begin with the
presence of the majority of its members. Article 31 The Chief Executive Officer shall chair the meetings of the
Executive Board in order to priorize consensual approvals amongst its members. §1 -
    
    When there is no consent among members of the Board, the
Chief Executive Officer may (i) withdraw the issue from the agenda,
(ii) attempt to form a majority, with the use of his casting vote
or, (iii) in the interests of the company and by grounded
presentation, decide individually on the matters raised for joint
approval, including those listed in Article 32, and in respect of
the exceptions stated in §2 following;§2 -
    
    Decisions relating to annual and multi-annual budgets
and to the strategic plan and the Annual Report of the company
shall be taken by majority vote, considered to be all Executive
Officers, provided that the favorable vote of the Chief Executive
Officer is included therein.
 Av. Graça Aranha, 26
20005-900 Rio de Janeiro RJ Brasil Tel.: (021) 3814-4477 Fax.: (021)
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(COMPANHIA LOGO)
    
    CompanhiaVale do Rio Doce
 §3 -
    
    The Chief Executive Officer shall inform the Board of
Directors the utilization of the prerogative concerning item (iii),
§1 stated above, in the first Board of Directors meeting which
succeed the corresponding decision.
 Subsection III  Responsibilities Article 32 The Executive Board shall be responsible for: I -
    
    approving the creation and elimination of Executive
Departments subordinated to each Executive Director;II -
    
    preparing and submitting to the Board of Directors the
companys general policies on human resources, and executing the
approved policies;III -
    
    complying with and ensuring compliance with the general
guidelines and business policies of the Company laid down by the
Board of Directors;IV -
    
    preparing and submitting, annually, to the Board of
Directors, the companys strategic guidelines and the strategic
plan, and executing the approved strategic plan;V -
    
    preparing and submitting the companys annual and
multi-annual investments budgets to the Board of Directors, and
executing the approved budgets;VI -
    
    planning and steering the companys operations and
reporting the companys economic and financial performance to the
Board of Directors, and producing reports with specific performance
indicators;VII -
    
    identifying, evaluating and submitting investment and/or
divestiture opportunities to the Board of Directors which exceed the
limits of the Executive Board as defined by the Board of Directors,
and executing the approved investments and/or divestitures;VIII -
    
    identifying, evaluating and submitting to the Board of
Directors operations relating to merger, split-off, incorporation in
which the company is a party, as well as share purchases, and
conducting the approved mergers, split-offs, incorporations and
purchases;IX -
    
    preparing and submitting the companys finance policies to
the Board of Directors, and executing the approved policies;
 Av. Graça Aranha, 26
20005-900 Rio de Janeiro RJ Brasil Tel.: (021) 3814-4477 Fax.: (021)
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(COMPANHIA LOGO)
    
    CompanhiaVale do Rio Doce
 X -
    
    submitting to the Board of Directors the issuance of simple
debentures, not convertible into shares and without collateral;XI -
    
    defining and submitting to the Board of Directors, after
the drawing up of the balance sheet, the employment of profit for
the year, the distribution of company dividends and, when necessary,
the capital budget;XII -
    
    preparing in each fiscal year the Annual Report and
Financial Statements to be submitted to the Board of Directors and
the General Meeting;XIII -
    
    adhere to and encourage adhesion to the companys code of
ethics, established by the Board of Directors;XIV -
    
    preparing and submitting to the Board of Directors the
companys policies on corporate responsibility, such as the
environment, health, safety and social responsibility, and
implementing the approved policies;XV-
    
    authorizing the purchase of, sale of and placing of liens
on fixed and non-fixed assets including securities, the contracting
of services, the company being the provider or receiver of such,
being empowered to establish standards and delegate powers, all in
accordance with the criteria and standards established by the Board
of Directors;XVI -
    
    authorizing the signing of agreements, contracts and
settlements that constitute liabilities, obligations or commitments
on the company, being empowered to establish standards and delegate
powers, all in accordance with the criteria and standards
established by the Board of Directors;XVII -
    
    propose to the Board of Directors any reformulation,
alteration, or amendment of shareholders agreements or of
agreements among the shareholders of companies in which the company
participates, as well as suggesting the signing of new agreements
and consortia contracts that address subjects of this nature;XVIII -
    
    authorizing the opening and closing of branch offices,
subsidiary branch offices, depots, agencies, warehouses,
representative officer or any other type of establishment in Brazil
or abroad;XIX -
    
    authorizing the undertaking of commitments, waiver of
rights and transactions of any nature, liens on securities being
excepted, under the terms of section XIIof Article 14, being
empowered to establish
 Av. Graça Aranha, 26
20005-900 Rio de Janeiro RJ Brasil Tel.: (021) 3814-4477 Fax.: (021)
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(COMPANHIA LOGO)
    
    CompanhiaVale do Rio Doce
 standards and delegate powers in accordance with the criteria and
standards established by the Board of Directors;XX -
    
    establishing and informing the Board of Directors on the
individual limits of the Executive Officers, in respect of the
limits of the Executive Board jointly, as established by the Board
of Directors;XXI -
    
    establishing, based on the limits fixed for the Board of
Directors, the limits throughout the whole of the companys
administrative organization hierarchy.§1 -
    
    The Executive Board shall be empowered to lay down voting
guidelines to be followed at the General Meetings by its proxies in
the companies, foundations and other organizations in which the
company participates, directly or indirectly, the investment plans
and programs of the company, as well as the respective budgets being
complied with, the limit of responsibility being observed as
regards, among others, indebtedness, the sale of assets, the waiver
of rights and the reduction of corporate equity investments.§2-
    
    The Executive Board shall take steps to appoint persons
who shall form part of the Administrative, Consultant and Audit
bodies of those companies and organizations in which the company
participates directly or indirectly.
 Article 33 The responsibilities of the Chief Executive Officer are to: I -
    
    take the chair at meetings of the Executive Board;II -
    
    exercise executive direction of the Company, with powers
to coordinate and supervise the activities of the other Executive
Officers, exerting his best efforts to ensure faithful compliance
with the decisions and guidelines laid down by the Board of
Directors and the General Meeting;III -
    
    coordinate and supervise the activities of the business
areas and units that are directly subordinated to him;IV -
    
    select and submit to the Board of Directors the names of
candidates for Executive Officer posts to be elected by the Board
of Directors, and also to propose the respective removal;V -
    
    coordinate the decision making process of the Executive
Board, as provided for in Article 31of Subsection II  Workings;
 Av. Graça Aranha, 26
20005-900 Rio de Janeiro RJ Brasil Tel.: (021) 3814-4477 Fax.: (021)
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(COMPANHIA LOGO)
    
    CompanhiaVale do Rio Doce
 VI -
    
    grant vacation and leave to the members of the Executive
Board, and designate other Executive Officers as their alternates;VII -
    
    keep the Board of Directors informed about the activities
of the company;VIII -
    
    together with the other Executive Officers, prepare the
annual report and draw up the balance sheet;
 Article 34 The Executive Officers are to: I -
    
    organize the services for which they are responsible;II -
    
    participate in meetings of the Executive Board, contributing to the
definition of the policies to be followed by the company and
reporting on matters of the respective areas of supervision and
coordination;III -
    
    comply with and ensure compliance with the policy and general
guidance of the companys business laid down by the Board of
Directors, each Executive Officer being responsible for his business
units and specific area of activities.
 Article 35 The company shall be represented as plaintiff or defendant in
courts of law or otherwise, including as regards the signature of documents
constituting responsibility for this, by 2 (two) members of the Executive
Board, or by 2 (two) proxies established in accordance with § 1of this
Article,or by 1 (one) proxy jointly with an Executive Officer. § 1 -
    
    Except when otherwise required by law, proxies shall be appointed by
a power of attorney in the form of a private instrument in which the
powers granted shall be specified, the term of validity of powers of
attorney ad negotia expiring on December 31 of the year in which it is
granted.§ 2 -
    
    The company may, moreover, be represented by a single proxy at the
General Meetings of shareholders of the companies, consortia and other
organizations in which it participates or for acts arising out the
exercise of powers specified in a power of attorney ad judicia or: (a)
at agencies at any level of government, customs houses and public service
concessionaires for specific acts for which a second proxy is not
necessary or not permitted; (b) for signing of contract instruments in
solemnity or at which the presence of a second proxy is not possible; (c)
for signing of documents of any kind which imply in an obligation for the
company whose monetary limits shall be established by the Executive Board.
 Av. Graça Aranha, 26
20005-900 Rio de Janeiro RJ Brasil Tel.: (021) 3814-4477 Fax.: (021)
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(COMPANHIA LOGO)
    
    CompanhiaVale do Rio Doce
 § 3 -
    
    In the case of commitments assumed abroad, the company may be
represented by a single member of the Executive Board, or by an
attorney-in-fact with specific and limited powers according to the present
By-Laws.§ 4 -
    
    Summons and judicial or extrajudicial notifications shall be made in
the name of the Executive Officer responsible for Investor Relations, or
by proxy as established in § 1of this Article.
 CHAPTER V  AUDIT COMMITTEE Article 36 The Audit Committee, a permanently functioning body, shall be
formed of 3 (three) to 5 (five) effective members and an equal number of
alternates, elected by the General Meeting, which shall fix their remuneration. Article 37 The members of the Audit Committee shall carry out their duties
until the first Ordinary General meeting to be held following their election,
their re-election being permitted. Article 38 In their absence or impediment, or in cases of vacancy of office,
the members of the Audit Committee shall be replaced by their respective
alternates. Article 39 The Audit Committee shall exercise the functions attributed to it
by prevailing legislation, and shall provide, with minimum notice of 30
(thirty) days prior to the Ordinary General Meeting, a report on the
documentation as established in Article 133 of Law # 6,404/76, with the terms
set forth in Law # 10,303/01. CHAPTER VI  COMPANY PERSONNEL Article 40 The company shall maintain a social security plan for its
employees administered by a foundation established for this purpose, the
provisions of prevailing legislation being complied with. CHAPTER VII  FINANCIAL YEAR AND DISTRIBUTION OF PROFITS Article 41 The fiscal year of the company shall coincide with the calendar
year, thus finishing on December 31, when the balance sheets shall be prepared. Article 42 After the constitution of the legal reserve, the employment of the
remaining portion of the net profit verified at the end of each financial year
(which shall coincide with the calendar year) shall, on the motion of the
Administration, be submitted to the decision of the General Meeting.  Av. Graça Aranha, 26
20005-900 Rio de Janeiro RJ Brasil Tel.: (021) 3814-4477 Fax.: (021)
3814-4493 22




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(COMPANHIA LOGO)
    
    CompanhiaVale do Rio Doce
 Sole
Paragraph The amount of the interest, paid or credited in the form of
interest on stockholders equity in accordance with the prescriptions of
Article 9, § 7 of Law # 9,249 dated December 26, 1995 and of relevant
legislation and regulations, may be ascribed to the compulsory dividend and to
the minimum annual dividend on the preferred shares, such amount for all legal
purposes forming the sum of the dividends distributed by the company. Article 43 The proposal for distribution of profit shall include the
following reserves: I.
    
    Depletion Reserve, to be constituted in accordance with prevailing fiscal
legislation;II.
    
    Investments Reserve, in order to ensure the maintenance and development
of the main activities which comprise the companys purpose, in an amount
not greater than 50% (fifty percent) of distributable net profit up to a
maximum of the companys share capital.
 Article 44 At least 25% (twenty-five percent) of the net annual profit,
adjusted as per the law, shall be devoted to the payment of dividends. Article 45 At the proposal of the Executive Board, the Board of Directors may
determine the preparation of the balance sheets in periods of less than a year
and declare dividends or interest on stockholders equity on account of the
profit verified in these balances as well as to declare for the account of
accrued profits or profit reserves existing in the latest annual or semi-annual
balance sheet. Article 46 The dividends and interest on stockholders equity mentioned in
the Sole Paragraphof Article 42shall be paid at the times and at the places
specified by the Executive Board, those not claimed within 3 (three) years
after the date of payment reverting in favour of the company. I hereby declare that the above text is a true copy of the original, recorded
in the appropriate book. Rio de Janeiro, April 28th, 2003 Pedro Aguiar de Freitas
General Counsel  Av. Graça Aranha, 26
20005-900 Rio de Janeiro RJ Brasil Tel.: (021) 3814-4477 Fax.: (021)
3814-4493 23