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                                                                     Exhibit 1.2

TRANSLATION/TRADUCCION

[Logo of TELECOM]

BYLAWS of TELECOM ARGENTINA STET-FRANCE TELECOM S.A.

Created by Presidential Decree 60/90 of January 5, 1990.

Incorporated under deeds number 73 and 142 dated April 23 and July 3, 1990,
respectively.

Registered in the "Inspeccion General de Justicia" (General Board of
Corporations) on July 13, 1990 under number 4570, book 108, volume "A" of
Corporations.

Corporate Registered Offices: Avda. Alicia Moreau de Justo No. 50 (1107) Buenos
Aires, Republic of Argentina.

CORPORATE BYLAWS

ARTICLE ONE. NAME. DOMICILE. DURATION. OBJECT OF THE COMPANY.

Section One: The company incorporated under the name Sociedad Licenciataria
Norte Sociedad Anonima continues its operation under the name TELECOM ARGENTINA
STET-FRANCE TELECOM S.A. with its registered offices in the city of Buenos
Aires. Pursuant to the resolution adopted at the Ordinary and Extraordinary
Shareholders' Meeting held on April 30, 2003, the company is a "Company Excluded
from the Optional Statutory Regime of Mandatory Tender Offers". The domicile of
the company shall not be moved outside the Republic of Argentina except upon
prior authorization by the competent authority or by any authority that may
replace it in the future.

Section Two: The duration of the company is NINETY-NINE YEARS to be computed as
from the date of its registration in the Public Registry of Commerce.

Section Three: The purpose of the company is to render, either on its own
account or on account of, or in association with, third parties,
telecommunications public services, except for radio broadcasting, under the
terms, if any, of the concessions granted by the relevant authorities.
Furthermore, the Company may supply, lease, sell and market in any manner, all
kinds of equipment, infrastructure and goods related to or supplementary with
the telecommunications industry and may undertake works and provide all kinds of
services, including advisory and safety services, in connection with

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telecommunications and information technology. For such purpose, the company has
full legal capacity to acquire rights, undertake obligations and take any action
not forbidden by law and by these bylaws, including the capacity to borrow
funds, publicly or privately, through the issue of debentures and negotiable
obligations. This corporate purpose shall not be modified by the shareholders
without prior authorization by the competent authority.

ARTICLE TWO. CORPORATE CAPITAL AND SHARES.

Section Four: Changes in corporate capital as they arise from increases filed
with the Public Registry of Commerce are shown in a note to the Financial
Statements of the Company. Such note accounts for changes in capital during the
last three (3) fiscal years, payment thereof and the capital amount authorized
for public offer.

The corporate capital is represented by Class "A", "B" and "C" shares of common
stock, all in book-entry form, with a par value of ONE PESO each and entitled to
one vote per share. Shares of one Class may be converted into another Class if
so decided by the relevant shareholders' meetings. Any decision to increase the
corporate capital must be executed under a public deed or a private instrument,
as the relevant meeting may decide, and filed with the Public Registry of
Commerce.

Section Five: Shares of common stock to be issued in the future shall
be Class "A", "B" and "C" book-entry shares, having the same characteristics as
those already issued and observing the laws and regulations in force. In any
issue of shares of common stock, the proportion existing between Class "A", "B"
and "C" shares at the time of holding the Shareholders' Meeting that provides
for such issue shall be maintained, except if the meeting decides to act in
accordance with the second paragraph of section 194 of Law 19,550. The Meeting
may also decide on the issue of book-entry preferred shares. Preferred shares
shall be entitled to preferred payment of their dividend, whether cumulative or
not, according to their terms of issue and may also receive an additional share
in the profits and/or be subject to early redemption, at the option of the
company and under the terms set forth upon their issue.

Section Six: Book-entry shares must be registered in accounts in the name of
their owners, by the issuing company, in a book-entry shares registry to which
section 213

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of Law 19,550 applies, if pertinent, or by commercial or investment banks or
securities depositaries.

Section Seven: In case of delay in the payment of capital, the Board of
Directors may choose any of the following alternatives: a) provide that the
relevant subscription rights be sold by public auction, in which case the
delinquent subscriber shall pay for the auction expenses and the penalty
interest, notwithstanding its liability for damages; b) declare the lapsing of
such subscription rights, which penalty shall be effective after demanding
payment for a maximum term of thirty days, implying the loss of all sums paid;
or c) enforce performance of the subscription agreement and the relevant
damages.

Section Eight: Pre-emptive right for the subscription of new issues of shares of
common stock shall be governed by section 194 of Law 19,550. In case of an issue
of shares of the three classes provided for in section four hereof, the right of
first refusal shall be limited to the shares of the relevant class which have
not been subscribed for. If, once the right of first refusal has been exercised,
there still remain Class "B" or "C" shares to be subscribed for, the same may be
subscribed for by shareholders of the three classes, indistinctly, in proportion
to the shares they have subscribed for on such occasion. Only when there still
remain shares for subscription after the exercise of the abovementioned rights,
the same can be offered to third parties.

Section Nine: Transfer of "Class A" shares and of pre-emptive rights relating
thereto shall be subject to the prior authorization of the competent authority.
The company shall not acknowledge any transfer of "Class A" shares or their
pre-emptive rights without such authorization.

ARTICLE THREE. MANAGEMENT AND REPRESENTATION.

Section Ten: The company is managed and administered by a Board of Directors
consisting in such number of members as determined at the shareholders' meeting,
which must not be less than three and more than nine. Such members hold office
for the term of one fiscal year. The meeting must designate the same or a lower
number of alternate members for the same term in order to fill any vacant
position which may arise, following the order or method indicated at the
meeting,

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notwithstanding the provisions of section 11 hereof. Directors at their first
meeting shall designate a Chairman and shall also designate one or two
Vice-Chairmen. The Vice-Chairman shall replace the Chairman in case of absence
or inability. In the case of having two Vice-Chairmen, each of them shall
replace the Chairman in an alternated manner during the calendar year, in
accordance with the proceeding indicated below. For such purpose, the Board of
Directors, at its first meeting, shall designate, by lot, the Vice-Chairman who
will replace the Chairman in the case of absence or inability during the first
half of the year and the Vice-Chairman that will replace him during the second
half of the year. Meetings of the Board of Directors shall be held once every
three months and whenever the Board of Directors so decides. The meetings of the
Board of Directors must be summoned upon no less than a twelve-calendar
day-notice to deal with ordinary matters and upon no less than a three-calendar
day notice for urgent matters. For such purpose, the Chairman or Vice-Chairman
replacing him, shall give notice to those members of the Board at their special
domiciles by certified mail, acknowledgment of receipt requested, or by any
other effective means, including by telex. Such notice must state the date, time
and place set for holding the meeting as well as the agenda thereof. Notice to
meetings shall not be necessary if all the members of the Board of Directors are
present. The Board of Directors acts with the presence of the majority of its
members and passes its resolutions on a plurality vote of those members present.
The Board of Directors may also hold its meetings with its members attending via
video or teleconference, in which case both physical and distance attendance
shall be considered for the purpose of establishing a quorum. The minutes of
these meetings shall be prepared and signed by the attending directors and
statutory auditors within five (5) days from the date the meeting is held. The
members of the Statutory Audit Committee must expressly indicate in the minutes
the names of those directors participating at a distance and the legitimacy of
the decisions adopted during the meeting. The minutes shall also include the
statements of those directors physically present as well as of those distance
attendants and the votes cast thereby in respect of each resolution adopted. The
compensation payable to the Board of Directors shall be determined by the
Meeting of Shareholders. The Board of Directors

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can designate one or more delegate directors of their number who shall have the
duties of general managers, as well as special managers, under the terms of
section 270 of Law 19,550.

Section Eleven: Regular and Alternate Directors shall be elected and removed by
the Ordinary Meeting of Shareholders on the plurality vote of the holders of the
three classes of shares.

Section Twelve: Directors must give the following bond: a million australes in
cash each, which shall be deposited at the corporate registered office.

Section Thirteen: The Board of Directors has all the powers to administer and
dispose of assets, including those for which the law requires the granting of
special powers of attorney, pursuant to section 1881 of the Civil Code and
section 9 of Decree-Law 5965/63. Accordingly, it may, on behalf of the company,
do any legal act in furtherance of the company's purpose, namely, operate with
Banco de la Nacion Argentina, Banco de la Provincia de Buenos Aires and any
other public or private credit institutions, establish agencies, branch offices
and any other kind of representative office within the country or abroad; grant
to one or more persons, judicial powers, even to file a criminal complaint, or
extrajudicial powers for the purpose and with the scope it may deem convenient.
The Chairman of the Board of Directors, or his substitute, is the legal
representative of the company. Notwithstanding this, the company shall be
represented in court by the Director or Directors, or the special agents,
designated by the Board of Directors to such effect, who will have ample powers
in this respect, even to ask and answer interrogatories on behalf of the
Company, with powers of substitution, if the Board of Directors so decides. The
Board of Directors may designate an Executive Committee which, under the
supervision of the former, shall engage in the management of the internal
corporate affairs; the preliminary analysis of significant plans and initiatives
to be submitted to the Board of Directors for approval; the follow-up of the
Board of Directors' decisions to supervise implementation and fulfillment
thereof and the management of any transaction concerning the corporate ordinary
affairs. The Executive Committee shall be composed of three (3) regular
directors. It shall meet at least ten (10) times a year and shall keep a minutes
book for all its

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meetings. The Committee meetings shall be attended by all its members in person
or via video or teleconference. Decisions shall be unanimously adopted; if no
unanimous decision is reached after two successive meetings, the matter shall be
submitted to the consideration of the Board of Directors. The Board of Directors
is empowered to approve the Executive Committee Rules for the purpose of
determining the powers and governing the transactions of the Committee in
accordance with the provisions of these By-laws.

ARTICLE FOUR. SUPERVISION.

Section Fourteen: The supervision of the company is in the hands of a
Supervisory Committee composed of three or five regular members and three or
five alternate members whose number and election shall be determined by the
Shareholders' Meeting for the term of one fiscal year. The Supervisory Committee
shall validly meet with the presence of a majority of its members and its
resolutions shall be passed by a plurality vote of those members present,
notwithstanding the rights of the withdrawing syndic. The Supervisory Committee
shall elect its Chairman from its regular members, in the event the
shareholders' meeting has failed to do so. The alternate members of the
Supervisory Committee shall fill any vacancy that may arise in the order or
according to the method indicated by the Shareholders' Meeting. The Supervisory
Committee may be represented by any of its members at the meetings of the Board
of Directors or Shareholders.

ARTICLE FIVE. SHAREHOLDERS' MEETINGS.

Section Fifteen: The Shareholders' Meetings shall be summoned pursuant to the
provisions of Section 237 of Law 19,550 and according to their nature,
notwithstanding any provision thereof for the case of Unanimous Meeting. In the
case of Ordinary Shareholders' Meetings, the second summons may be made
simultaneously with the first summons.

Section Sixteen: Each subscribed share of common stock carries a right to one
vote. The quorum and the majority established by sections 243 and 244 of Law
19,550 apply depending on the kind of meeting, summons and matter to be dealt
with.

ARTICLE SIX. FINANCIAL STATEMENTS AND PROFIT DISTRIBUTION.

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Section Seventeen: The fiscal year ends December 31 each year. As at such date,
financial statements shall be prepared pursuant to the provisions and the
technical regulations in force. The Shareholders' Meeting may, subject to the
prior authorization by the competent authority, change the closing date of the
fiscal year by filing the relevant resolution with the Public Registry of
Commerce. Realized and liquid profits shall be allocated as follows: a) five per
cent, until reaching twenty per cent of the subscribed capital, to the legal
reserve fund; b) to the remuneration of the members of the Board of Directors
and the Supervisory Committee; c) to the distribution of dividends to preferred
shares, having priority on unpaid cumulative dividends; d) all or part of the
balance to an additional interest in preferred shares and to the distribution of
dividends on shares of common stock or to discretionary reserve or provision
funds or to a new account or to any use that the Shareholders' Meeting may
determine. Dividends must be paid in proportion to the respective paid-in
capital, within a year of their declaration. The right of shareholders to
receive payment of cash and/or stock dividends shall be forfeited in favor of
the Company after the lapsing of a term of three (3) years to be computed from
the date such dividends become payable.

ARTICLE SEVEN. LIQUIDATION.

Section Eighteen: The company may be liquidated by the Board of Directors or by
the liquidators designated at the Shareholders' Meeting under the supervision of
the Supervisory Committee. After payment of liabilities and reimbursement of
capital, the balance shall be distributed among shareholders in proportion to
the capital they have paid-in.

[There follow an illegible signature and a seal that reads:] Maria Delia Carrera
- Director-Corporate Legal Affairs

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AMENDMENTS TO  BYLAWS OF TELECOM ARGENTINA STET-FRANCE TELECOM S.A.

Unanimous Ordinary and Extraordinary Shareholders' Meeting held 11/8/90,
(Minutes No. 2), sections 4, 6, 11 and 18, registered in the Inspeccion General
de Justicia (General Board of Corporations) on 4/2/91 under number 1437 of Book
109, volume "A" of Corporations.

Unanimous Ordinary and Extraordinary Shareholders' Meeting held 11/8/90,
(Minutes No. 3), sections 1, 10 and 14, registered in the Inspeccion General de
Justicia (General Board of Corporations) on 12/14/90 under number 9335 of Book
108, volume "A" of Corporations.

Unanimous Extraordinary Shareholders' Meeting held 2/14/92, (Minutes No. 7),
sections 4, 10, 13, 14 and 15, registered in the Inspeccion General de Justicia
(General Board of Corporations) on 3/10/92 under number 1705 of Book 110, volume
"A" of Corporations.

Extraordinary Shareholders' Meeting held 6/11/98 adjourned to 7/3/98 (Minutes
No. 20), sections 4, 11 and 14; registered in the Inspeccion General de Justicia
(General Board of Corporations) on 10/22/98, under number 11967 of book 3 of
Stock Companies.

Extraordinary Shareholders' Meeting held 9/14/00 (Minutes No. 27) section 17;
registered in the Inspeccion General de Justicia (General Board of Corporations)
on 10/26/00 under number 16072 of book 13 of Stock Companies.

Extraordinary Shareholders' Meeting held 04/24/01 (Minutes No. 29) sections 3
and 13; registered in the Inspeccion General de Justicia (General Board of
Corporations) on 08/10/01 under number 9824 of book 15 of Stock Companies.

Extraordinary Shareholders' Meeting held 04/24/02 (Minutes No. 30), sections 10,
13 and 17 registered in the Inspeccion General de Justicia (General Board of
Corporations) on 05/29/02 under number 5105 of book 17 of Stock Companies.

Extraordinary Shareholders' Meeting held 04/30/03 (Minutes No. 31), section 1
registered in the Inspeccion General de Justicia (General Board of Corporations)
on 05/29/03 under number 7086 of book 20 of Stock Companies.

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(There follow an illegible signature and a seal that reads:] Maria Delia Carrera
- Director-Corporate Legal Affairs)

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