Exhibit 1

                                                           ENGLISH TRANSLATION

                            COMPANHIA ENERGETICA DE

                             MINAS GERAIS - CEMIG




                                    BY-LAWS




                                   CHAPTER I


      The company's name, incorporation, object, head office and duration


     Art. 1 - Companhia Energetica de Minas Gerais - CEMIG, incorporated on
May 22, 1952 as a partly state-owned joint stock company, shall be governed by
the present By-laws and by applicable legislation and which has as its
corporate purpose to construct and operate generation, transformation,
transmission and distribution systems and to trade electric power and related
services which have been or shall be granted to it, by any legal title, or to
any company in which it is the controlling stockholder; to develop activities
in any of the different fields of energy, in any of their sources, with a view
to economical and commercial activity through building and operating, among
other things, generation, transmission and distribution systems for electric
power; to render consulting services within its operating range to companies
in Brazil and abroad; to perform activities directly or indirectly related to
its corporate purposes; to promote the perpetuation of waterways that
constitute the hydrographic basins in Minas Gerais state, in which there is or
there will be hydroelectric utilization; and still, the incorporation of new
associated and subsidiary companies that have, in each



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case, such purposes in accordance with State Laws No. 828, dated December 14,
1951, No. 8.655, dated September 18, 1984, and No. 12.653, dated October 23,
1997.

     Art. 2 - The Company will have its headquarters and administrative
offices in the city of Belo Horizonte, Capital of Minas Gerais state, Brazil,
and may open offices, representations and any other establishments in Brazil,
upon authority from the Board of Executive Officers.

     Art. 3 - The Company's duration is indefinite.


                                  CHAPTER II


                         The capital stock and shares


     Art. 4 - The Company's capital stock is R$1,621,538,190.25 (one billion,
six hundred and twenty one million, five hundred and thirty eight thousand,
one hundred and ninety reais and twenty five centavos), represented by:

     a) 70,874,167,923 (seventy billion, eight hundred and seventy four
million, one hundred and sixty seven thousand, nine hundred and twenty three )
nominative common shares, par value R$ 0.01 each; and

     b) 91,279,651,102 (ninety one billion, two hundred and seventy nine
million, six hundred and fifty one thousand, one hundred and two ) nominative
preferred shares, par value R$ 0.01 each.

     Sole paragraph - The right to vote will be reserved exclusively to the
common shares and each share will bear the right of one vote during
stockholders' meetings.

     Art. 5 - The preferred shares will have preference in case of
reimbursement of shares and will be entitled to annual minimum dividends equal
to the greater of the following:

     a) 10% (ten percent) of par value per share; or



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     b) 3% (three percent) of the book value per share.

     Sole paragraph - The creation, at any time, of negotiable securities
known as Founders' Shares is prohibited.

     Art. 6 - Common shares and preferred shares will have the same conditions
for distribution of dividends.

     Sole paragraph - The capitalization of the monetary correction of the
capital stock shall depend on the decision of a General Meeting, but shall
always be obligatory when required by article 297, Law No. 6.404, dated
December 15, 1976.

     Art. 7 - In fiscal years that the Company does not obtain enough profit
to pay dividends to its stockholders, the State of Minas Gerais shall
guarantee the payment to all private holders of the Company's capital stock of
a minimum dividend of 6% (six percent) of par value per annum, according to
article 9, State Law No. 828, dated December 14, 1951, and article 1, State
Law No. 8.796, dated April 29, 1985.

     Art. 8 - The State of Minas Gerais' subscribed capital, which shall
constitute the majority of voting shares, shall be paid according to current
law. The capital subscribed by other stockholders either natural persons or
corporations shall be paid in as stipulated by the General Meeting which
deliberates the matter.

     Section 1 - In order to carry out the decisions made in a General
Meeting, the Board of Executive Officers may temporarily halt, in accordance
with current law, stockholder transfer and registering services.

     Section 2 - Stockholders shall have priority in the subscription of
capital increases and in the issuance of Company securities, in accordance
with applicable law. However, priority shall not be granted when capital
increase is paid in with tax incentive resources, in observance of the
provision in Sole paragraph of article 172, Law No. 6.404, dated December 15,
1976.



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                                  CHAPTER III


                              The General Meeting


     Art. 9 - The Annual General Shareholders' Meeting shall be held,
ordinarily, within the first 4 (four) months of the fiscal year, for the
purposes stipulated by law, and extraordinarily whenever necessary, and shall
be called with at least 15 (fifteen) days prior notice, in each case according
to applicable legal procedures with respect to summons, convocation and
deliberations.

     Art. 10 - The General Meeting, either annual or extraordinary, shall be
presided by a stockholder elected by the General Meeting, from among those
present, who shall indicate one or more secretaries.


                                  CHAPTER IV


                          The company administration


     Art. 11 - The company administration shall be performed by a Board of
Directors and by a Board of Executive Officers.


                                   Section I


                            The Board of Directors


       Art. 12 - The Company Board of Directors shall be comprised of 11
(eleven) members and the same number of alternates, among whom one shall be
its Chairperson and another its Vice-Chairperson, both elected and removable
from office at any time by the General Meeting, for a term of 3 (three) years,
and may be reelected.



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     Section 1 - The alternate directors shall replace the respective
incumbent directors in their eventual absences and impediments and, in case of
vacancy, until a replacement is elected.

     Section 2 - The global or individual amount for remuneration of the Board
of Directors shall be determined by the General Meeting which elected them
according to current law.

     Section 3 - It is guaranteed to minority stockholders the right to elect
at least 1 (one) member of the Board of Directors.

     Art. 13 - In case of vacancy in the Board of Directors, the next
following Extraordinary General Meeting shall proceed to elect a new member
for the period that remained for the previous Director.

     Sole paragraph - In the case of a vacancy, the minority stockholders
shall elect the new member of the Board of Directors, if the previous one had
been elected by it.

     Art. 14 - The Board of Directors shall meet ordinarily every 2 (two)
months and, extraordinarily, by summons of its Chairperson, of its
Vice-Chairperson, of one third of its members or when requested by the Board
of Executive Officers and shall deliberate, validly, with the presence of a
majority of its members.

     Section 1 - The Board of Directors' meetings shall be summoned by its
Chairperson or its Vice-Chairperson, upon written notice forwarded with
anticipation of 5 (five) days, including the list of items to be deliberated.
In case of urgent need, the Board of Directors meetings may be summoned by its
Chairperson without observance of the above-mentioned notice period.

     Section 2 - The Board of Directors' deliberations shall be decided by
the majority of the votes by present Directors, being the Chairperson's role,
in case of a tie, to cast the tie-breaking vote.

     Art. 15 - It is for the Chairperson of the Board of Directors to grant a
license to its members, and it is for the other members to grant a license to
the Chairperson.



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     Art. 16 - The Chairperson and the Vice-Chairperson of the Board of
Directors shall be chosen by their colleagues, in the first meeting of the
Board of Directors following the election of its members, it being the
Vice-Chairperson's role to replace the Chairperson in his absences or
impediments.

     Art. 17 - The Board of Directors shall be responsible:

     a) to establish the general orientation for the Company's business;

     b) to elect and dismiss the executive officers of the Company, under the
rules of present By-laws;

     c) to deliberate, prior to their signatures, on the contracts between the
Company and any of its stockholders or any enterprise that has the control
over the latter, or are controlled by the latter, or has their joint control;

     d) to deliberate, by proposition from the Board of Executive Officers, on
the sale or mortgage of the Company's fixed assets, as well as on the
Company's granting guarantees to third parties, with the individual value
equal to or greater than R$5,000,000.00 (five million reais);

     e) to deliberate, by proposal from the Board of Executive Officers, on
loans, financing, acts or other legal business that are to be engaged by the
Company, with value equal to or greater than R$5,000,000.00 (five million
reais), except the terms of letter "g" paragraph 4 of article 21 expressed
below;

     f) to summon the General Meeting;

     g) to inspect the management of the Board of Executive Officers, shall
exam at any time the Company's books and papers, as well as request
information on signed contracts or about to be signed, and about any other
fact or administrative act that is of interest;



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     h) to manifest beforehand on the management report and the accounting of
the Company's Board of Executive Officers; and

     i) to appoint and dismiss each year the independent auditors, among
offices with international recognition and authorized by the Comissao de
Valores Mobiliarios (the Brazilian Securities and Exchange Commission) to
audit publicly held companies.


                                  Section II


                        The Board of Executive Officers


     Art. 18 - The Board of Executive Officers shall be comprised of 6 (six)
Officers, stockholders or not, elected by the Board of Directors, including: a
Chief Executive Officer; a Chief Energy Distribution and Commercialization
Officer; a Chief Financial and Equity Investment Officer; a Chief Energy
Generation and Transmission Officer; a Chief Corporate Management Officer; and
a Chief Planning, Projects and Construction Officer.

     Section 1 - The Executive Officers' term shall be 3 (three) years, and
they may be reelected. The Executive Officers shall remain in office until
their successors, duly elected, take office.

     Section 2 - The global or individual amount for remuneration of the
Executive Officers shall be determined by the General Meeting, according to
current law.

     Art. 19 - In case of license, impediment, resignation or vacancy of the
Chief Executive Officer, that office shall be taken by the Executive
Vice-President, a concurrent function held by any Executive Officer and
appointed by the Board of Directors.

     Section 1 - In case of vacancy, resignation, license or temporary
impediment of any of the other Executive Officers, the Board of Executive
Officers may, through a meeting, upon approval of majority of its members,
designate another Executive Officer also to take office and respective
functions, until that office be provided by the Board of Directors, or while
the license or impediment persists, whichever the case.



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     Section 2 - The Chief Executive Officer or member of the Board of
Executive Officers elected as stated on this article shall hold office during
the term time that remained to the replaced Executive Officer.

     Art. 20 - The Board of Executive Officer shall meet ordinarily at least
twice a month and, extraordinarily, at any time it is summoned by the Chief
Executive Officer or by 2 (two) Executive Officers, upon notice with minimum
anticipation of 2 (two) days, which, however, shall be waived in case all
Executive Officers are present. The Board of Executive Officers' deliberations
shall be adopted by majority of votes from its members, having the Chief
Executive Officer cast the tie-breaking vote, in case of a tie.

     Art. 21 - It is the responsibility of the Board of Executive Officers to
manage the Company's daily business, in accordance with the Company's
Multiyear and Strategic Plan and Annual Budget prepared and approved in
accordance with these By-laws.

     Section 1 - The Company's Multiyear and Strategic Plan shall contain the
plans and projections for the term of 5 (five) fiscal years, and shall be
updated annually, providing details, among other items, on:

     a) Company activities and strategies, including any project for
construction or expansion of power generation, transmission and distribution;

     b) new investments and business opportunities, including those of the
Company's subsidiaries and associate corporations;

     c) amounts to be invested or otherwise disbursed from the Company's own
or third-party funds; and

     d) return rates and profits to be obtained or generated by the Company.



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     Section 2 - The Company's Annual Budget shall reflect the Company's
Multiyear and Strategic Plan and shall detail operating revenues and expenses,
costs and investments, cash flow, the amount to be allocated for payment of
dividends, investments from own or third party funds and other data considered
necessary by the Board of Executive Officers.

     Section 3 - The Company's Multiyear and Strategic Plan and the Annual
Budget shall be prepared and updated annually, by the end of each calendar
year, to be valid as of the following fiscal period. Both shall be prepared
under the coordination of the Chief Financial and Equity Investment Officer
and shall be submitted for analysis by the Board of Executive Officers.

     Section 4 - It will depend on the Board of Executive Officers'
deliberation, meeting as a collegiate body, the following matters:

     a) approval of the Company organizational plan and issuance of
corresponding rules, as well as respective amendments;

     b) approval of the Company's Multiyear and Strategic Plan, as well as its
updates and reviews, including schedules, amount and allocation of investments
set forth therein;

     c) approval of the Company's Annual Budget, which shall reflect the
Company's Multiyear and Strategic Plan in force, as well as any investment or
expense not anticipated on the approved Annual Budget, in amounts not
exceeding R$5,000,000.00 (five million reais);

     d) approval of sale or mortgage of the Company's fixed assets, as well as
the Company granting guarantees to third parties, in amounts not exceeding
R$5,000,000.00 (five million reais);

     e) approval of loans, financing or other legal business to be committed
by the Company, which, individually or jointly do not exceed R$5,000,000.00
(five million reais);



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     f) the exercise of voting in general meetings of the Company's
subsidiaries or associate corporations, when dealing with matters that are
included in the Company's Multiyear and Strategic Plan; and

     g) approval of the energy purchase and sale contracts that have amounts
equal to or greater than R$5,000,000.00 (five million reais), and the
respective instruments shall be informed to the Board of Directors at the
meeting following the approval.

     Section 5 - The performance of acts necessary for the routine operations
of the Company, the signing of contracts and other legal transactions shall be
performed by the Chief Executive Officer, in conjunction with one Executive
Officer or by a duly empowered agent.

     Section 6 - Powers of attorney shall be granted only by the Chief
Executive Officer in conjunction with one Executive Officer, except that with
respect to the powers granted pursuant to subsection "c", clause I of Article
22, only the authorization of the Chief Executive Officer shall be required.



     Art. 22 - With observance of preceding article terms, Executive Officers
have the following duties:


     I - Of the Chief Executive Officer:

     a) to oversee and direct the Company operations;

     b) to develop the Company's strategic actions included in the Company's
Multiyear and Strategic Plan;

     c) to represent the Company in court, actively and passively;



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     d) to sign, jointly with one of the Executive Officers, documents of the
Company's responsibility;

     e) to present the annual report of the Company's business to the Board of
Directors and to the Annual General Meeting;

     f) to hire and dismiss employees of the Company; and

     g) to conduct internal audit activities, environmental coordination,
technology and alternative energy sources, institutional and juridical
relations, public relations and representation, ombudsman's duties and
corporate quality promotion.

     II - Of the Chief Energy Distribution and Commercialization Officer:

     a) to ensure the quality of supply of energy to consumers directly
connected to the Company's subtransmission and distribution systems;

     b) to elaborate the planning of the Company's distribution system (medium
and low voltage);

     c) to design and construct distribution lines and networks;

     d) to operate and to maintain the Company's energy subtransmission and
distribution system and the associated supervisory and tele-control systems;

     e) to formulate and to implement the marketing plan related to
distribution and commercialization activities;

     f) to develop programs and actions for consumers on the most effective
use of electric energy;

     g) to prepare market projections for this Office's operations;



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     h) to maintain commercial relations with final consumer and sell electric
energy and services; and

     i) to conduct environmental programs and actions within the scope of this
Office.

     III - Of the Chief Financial and Equity Investment Officer:

     a) to provide financial resources necessary to the Company's operation
and expansion, as per the Annual Budget, leading the process of arranging loan
and financing, as well as related services;

     b) to coordinate the preparation and consolidation of the Company's
Multiyear and Strategic Plan and of the Annual Budget;

     c) to account and to control economic and financial transactions;

     d) to determine the cost of service and to establish insurance policies,
as detailed in the Company's Multiyear and Strategic Plan;

     e) to detail the short, medium and long-term financial programs, as
indicated in the Company's Multiyear and Strategic Plan and in the Annual
Budget;

     f) to control the Company's capital stock, to establish the stockholding
policy and to suggest the dividend policy;

     g) to prepare surveys, studies and analyses of the Brazilian energy
market to operate on the Wholesale Energy Market;

     h) to plan and carry out the purchase and sale of energy in the Wholesale
Energy Market, as well as the risk management associated therewith;



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     i) to develop the activities related to the purchase, sell and account
for energy on the Wholesale Energy Market;

     j) to represent the Company in the Wholesale Energy Market;

     l) to establish purchase and sale prices of electric energy;

     m) to coordinate the preparation and the negotiation of the Company's
electric energy rates;

     n) to analyze proposals and coordinate the Company's new business
development other than generation, transmission, distribution and
commercialization, in conjunction with other involved areas;

     o) to support other Executive Officers in the development of the
Company's new business relating to generation, transmission, subtransmission
and distribution;

     p) to evaluate and to monitor equity investment in other corporations;
and

     q) to approve contracts of purchase and sale of energy in amounts lower
than R$5,000,000.00 (five million reais).

     IV- Of the Chief Energy Generation and Transmission Officer:

     a) to ensure the quality of energy supply to consumers directly connected
to the transmission system;

     b) to plan the operations and the maintenance of generation and
transmission;

     c) to operate and to maintain generation and transmission systems and the
associated supervisory and tele-control systems;



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     d) to conduct environmental programs and actions within the scope of this
Office;

     e) to develop and conduct hydro meteorological actions of interest to the
Company;

     f) to manage operations arising from the interlinking of the Company's
electric system with those of other companies;

     g) to represent the Company before the National Electric System Operator;

     h) to manage the Company's laboratories and workshops; and

     i) to guarantee the availability of facilities and equipment of
generation and transmission.


     V - Of the Chief Corporate Management Officer:

     a) to provide adequate personnel for the Company;

     b) to define the Company's human resources policy, to guide and to
promote its usage;

     c) to guide and conduct activities relating to organizational studies and
documentation thereof;

     d) to define, conduct and supervise the Company's telecommunications and
data processing policy;

     e) to design, implement and maintain the Company's telecommunications and
computing systems;

     f) to define policies and norms for support services such as transport,
administrative communication, vigilance and adequacy of personnel working
areas;



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     g) to provide the Company with infra-structure and administrative support
services and resources;

     h) to manage the process of hiring works and services and of purchasing
and selling materials and property;

     i) to carry out quality control of purchased material and evaluation of
service providers;

     j) to administer and control inventories of materials, selection and
recovery of used materials, and also to promote the sale of excess, unusable
and scrap materials; and

     k) to conduct environmental programs and actions within the scope of this
Office.


     VI - Of the Chief Planning, Projects and Construction Officer:

     a) to prepare the planning of expansion of generation, transmission and
subtransmission systems;

     b) to consolidate the planning of the Company's electric system;

     c) to consolidate the Company's Capital Expenditure Program in
generation, transmission, subtransmission and distribution;

     d) to represent the Company at the Electric Systems Expansion Planning
Coordinating Committee;

     e) to conduct negotiations for the development of generation and
transmission enterprises;

     f) to promote the design, construction and assembly of generation,
transmission, subtransmission and co-generation facilities;



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     g) to promote the design and construction of buildings;

     h) to conduct evaluation studies and take measures to obtain
environmental licenses; and

     i) to conduct environmental programs and actions within the scope of this
Office.

     Sole paragraph - The Chief Financial and Equity Investment Officer shall
have, concurrently, the duties of the Chief Investor Relations Officer.


                                   CHAPTER V


                              The Fiscal Council


     Art. 23 - The Company's Fiscal Council shall exist on a permanent basis
and shall consist of 3 (three) to 5 (five) members and their respective
alternates, who shall be elected each year by the General Meeting and may be
reelected.

     Art. 24 - In case of resignation, death or impediment, a Fiscal Council
member shall be replaced by his respective alternate, until the new member is
elected, who shall be chosen by the same body that appointed the original
member.

     Art. 25 - The Fiscal Council's duties are those set forth in the
Brazilian Corporate Law.

     Art. 26 - The Fiscal Council members' remuneration shall be determined by
the General Meeting which elects them, in accordance with current law.



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                                  CHAPTER VI

                                The Fiscal Year

     Art. 27 - The fiscal year shall coincide with the calendar year, ending
on December 31 of each year, when the Financial Statements shall be prepared,
according to pertinent law.

     Art. 28 - Before any participation, accumulated losses and income tax
provision shall be deducted from the year's profit.

     Sole paragraph - The year's cash dividends shall be distributed only
after legal reserve has been deducted, the latter on the level of 5% (five
percent) on profit, up to the maximum allowed by law.

     Art. 29 - The dividends shall be distributed in the following order:

     a) the minimum annual cash dividend guaranteed to preferred shares;

     b) the cash dividend to common shares, up to a percentage equal to that
guaranteed to preferred shares.

     Sole paragraph - The General Meeting may distribute to stockholders
additional cash dividends besides those stated under "a)" and "b)" above, in
which case, the preferred shares shall receive the same amount as the common
shares.

     Art. 30 - The dividend distribution established by the preceding article
shall not be less than 25% (twenty five percent) on profit, in accordance with
the Brazilian Corporate Law.

     Section 1 - The Board of Directors may declare interim cash dividends, on
account of retained earnings or income reserves, as interest on capital.



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     Section 2 - The interest paid or credited as interest on capital, in
accordance with applicable legislation, shall be added to the obligatory or
statutory dividend on preferred shares, comprising the amount of cash
dividends distributed by the Company, for all legal intents and purposes.

     Art. 31 - The dividends shall be paid within 60 (sixty) days from the
date of the General Meeting which authorizes their distribution, or as
determined by the Board of Executive Officers, who may establish the time,
place and means of payment.

     Sole paragraph - Dividends not claimed within 3 (three) years from the
date they were made available to the stockholder shall revert to the benefit
of the Company.

                                  CHAPTER VII

            Responsibility of the Directors and Executive Officers

     Art. 32 - The Directors and Executive Officers shall be responsible to
the Company and to third parties with respect to actions taken as part of the
normal performance of their respective functions in the Company, in accordance
with applicable law and the By-laws.

     Art. 33 - The Company shall assume the defense on behalf of the members
of the Board of Directors, the Fiscal Council and the Board of Executive
Officers, to the extent permitted by applicable law, with respect to
administrative and legal proceedings initiated by third parties against such
persons arising from actions taken as part of the regular performance of their
respective functions in the Company, whether such proceedings are initiated
during or after such person's service in the Company, and the Company may
obtain insurance coverage in connection with such indemnification and related
costs, including legal fees.

     Section 1 - The assurance stated in the heading of this Art. 33 is also
applicable to actions by the Company's employees to the extent that such
employee's actions were taken pursuant to the direction or under the
supervision of a Director or Executive Officer of the Company.

     Section 2 - In the event that a final legal judgment in such a proceeding
shall have been entered against a member of the Board of Directors, the Fiscal
Council or the Board of Executive Officers, or an employee referred to in
Section 1, such member or employee shall



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reimburse the Company for all related costs, expenses and losses incurred by
the Company to the extent not covered by insurance.



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