EXHIBIT
11.1




CODE OF ETHICS
  Code of Ethics
  Introduction
 Our
Values
 Article 1 -
Proposition
 Article 2 -
Objectives and Values
 Article 3 -
Internal Control System
 Article 4 -
Stakeholders Relations
 4.1
Shareholders
 4.2
Customers
 4.3
Community
 4.4 Human
Resources
 4.5
Market
 Article 5 -
Related Parties Transactions
 Article 6 -
Code Users' Conduct
 Article 7 -
Compliance With the Code
 Article 8 -
Monitiring and Review of the Code
  Introduction
  Code of Ethics. Our values in
practice.
  You have already been introduced to our
values. These are shared by all employees, responsible for the establishment of
our corporate identity. The Code of Ethics presents the conduct in accordance
with the culture and values of TIM. This is your guide to be practiced by you as
best as possible. With the observance to the Code of Ethics, we are integrating
our ideas and objectives in order to consolidate an identity more and more solid
for the Company.
  Read and observe the Code of Ethics of
TIM. Tim grows and so do you.
  
 Our Values
  
 This value anticipates and positively
influences the events, capturing and developing opportunities, formulating
useful proposals and initiatives in pursuit of organizational
objectives.
  
 This value ensures through ethical and
transparent conduct the strengthening of internal and external relations, based
on loyalty and information exchange principles.
  
 This value considers time as an
important tool, the optimization of which impacts on service costs and the
possibility of internal or external customer loyalty. Even when facing a complex
situation and lack of information, it provides quick and efficient
solutions.
  
 He/she develops the skills required by
his/her field of activity, conveying reliability and credibility to others.
He/she is responsible for his/her self-development, using this professional
improvement project, as his/her contribution to the success of
TIM.
  
 This value considers both the internal
or external customer as its main employer and his/her satisfaction is an
essential value. Our employees are able to anticipate or promptly answer the
customers’ needs.
  
 The team collaborates and acts together,
minimizing conflicts and maximizing the exchange of information, promoting the
utilization of all employees' contributions in pursuit of a common
result.
  
 This value ensures the development of
innovative solutions, promoting new ideas to improve the existing processes and
systems, thus, reinforcing TIM’s positioning in the market.
 
  This value is directly responsible for
reaching concrete results, assuming the challenges and risks assigned as a
growth opportunity, without requiring the management to solve problems, which
can be settled within the scope of employee’s own activity.
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  ARTICLE
1 - PROPOSITION
  · The Telecom Italia Group carries out its
internal and external activities observing the principles included herein, which
is the foundation of its organizational model and internal control system,
certain that ethics when conducting business is also an essential condition to
reach the company’s success.
 · In this scenario, Telecom Italia joined
- and encourages the membership of all the Corporations of the Group - the
Global Compact promoted by the United Nations (UN), on human rights,
environmental protection, working conditions and combating corruption, ensuring
full execution of this institutional commitment through the accomplishment of
specific initiatives on subjects of an environmental and social character, with
particular attention to the following areas of action: a) environmental
policies, b) social policies related to child labor, the slave labor, health and
safety, freedom of association and the right to collective hiring,
non-discrimination, disciplinary procedures, the working hours, the pay c)
relationships with suppliers in the purchase process oftheTelecom Italia Group.
   What is Global
      Compact?
                
                It is an initiative which proposes
      to the global business community the challenge of supporting worldwide the
      promotion of fundamental values in human rights, labor rights,
      environmental protection and anti-corruption
  areas.
   ·  Social entities, collaborators,
managerial body, the service provider of all the Corporations of the Group, as
well as the collaborators and third parties with a business relationship with
the Group – within the limits of respective abilities, functions and
responsibilities – shall observe this Code.
   TheCode
      of Ethicspresents
      the principles observed by Telecom Italia Group and it is the foundation
      of our organizational model and internal control system, as we consider
      ethics when conducting business a factor which influences the company’s
      success.
                You
      must observe it according to your authority, duties and
      responsibilities.
  3
 ARTICLE 2 – OBJECTIVES AND
VALUES
  · The basic objective of Telecom Italia
Group Companies is the generation of sustainable value for shareholders, in
accordance with the principles contained herein. For such purpose, the
industrial and financial strategies and resulting operational activities must be
guided based on the efficient employment of resources.
 Objective

                    The
      basic objective of Telecom Italia Group Companies is to generate value for
      our shareholders. Such goal is reached by efficiently using resources.
      Thus, all the industrial and financial strategies must be guided so that
      the achievement of such objective is
  possible.
 ·  The Group Companies:
  In the condition of active members and
responsible for the communities in which they operate, they have the commitment
to comply and make others comply with, internally, the laws in force in the
countries where they perform their activity and the ethical principles usually
accepted, according to the international standards, in the conduction of
businesses:  Transparency, honesty and loyalty.
 The
      Group Companies are active members and responsible for their community and
      must observe the governing laws of the countries where they
      operate.
                    
                    In
      addition, Telecom Italia Group Companies observe the following
      International Principles of Ethics:
                    
                    ●Transparency
                    ●Honesty
                    ●Loyalty
  They must refuse and condemn the use of
illegal behavior or somehow incorrect (in relation to the community, public
authorities, customers, workers, investors, suppliers, and competitors) in order
to reach their own economic objectives, which must be exclusively pursued
through the excellence of their products and services in terms of quality and
the cost-benefit, based on experience, customer service, and innovation.   Values
                    
                    In
      order to reach their economic objectives, the Companies must not make use
      of illegal or incorrect behavior. They must endeavor to improve the
      excellence of their products and services. Experience, customer service
      and innovation are the basic precepts for this to
      happen.
  They must adopt organizational
instruments capable of preventing infringement to laws and to the principles of
transparency, honesty and loyalty on the part of employees and partners, as well
as take measures ensuring that such instruments are respected and effectively
implemented.
  They must ensure to the market,
investors and the community in general full transparency about their activities,
always safekeeping the strategic information.
  They must endeavor all their efforts to
promote a loyal competition, which takes into account from their self-benefit,
as well as from the benefit of all operators in the market, their customers, andstakeholdersin
general.
 Who
      are the stakeholders?
                      
                      Stakeholders
      are every person and companies influencing or being impacted by the
      actions of a business organization. The company which respects
      stakeholders understands that its target public is not only the end
      consumer but all the segments related to its activity.
                      
                      Customers,
      employees, suppliers, shareholders, competitors, government and even the
      next generations are examples of TIM
      stakeholders.
  They must pursue excellence and market
competitiveness, providing its customers with high quality products and services
and which efficiently meet their requirements.
  They must be aware of the strategic
relevance of the services they render for the welfare and development of the
communities where they operate.
  They must protect and acknowledge their
human resources.
  They must employ the resources with
responsibility, pursuing sustainable development, respecting the environment and
the rights of future generations.
  They shall take the initiative of
performing acts of liberality on behalf of bodies and entities without
profitable ends, through initiatives of a humanitarian, cultural, social and
Sporting character, which represent concrete actions that create added-value to
shareholders and stakeholders, yet under the view of an ethical and civil
behavior;
  They shall assure the proper planning
and seasonable accomplishment of the objectives of the company, in strong logic
with the strategic policies of the Telecom Italia Group correlated, by having as a
priority commitment the creation of value.
   Some duties of Telecom
      Italia Group Companies:
                
                ·Business
      transparency;
                ·To foster loyalty in
      competition;
                ·To pursue excellence and market
      competitiveness;
                ·To support welfare and development
      of the communities where they operate;
                ·To acknowledge their human
      resources;
                ·To pursue the sustainable
      development.
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  ARTICLE 3 – INTERNAL CONTROL
SYSTEM
  ·  An efficient and effective internal
control system is a necessary condition to the conduction of businesses in
conformity with the principles of this Code.   In this context,
the internal control system fits in as a process – constituted by rules,
procedures and organizational structures – intended for the assurance of: a) the
efficiency of the corporation and entrepreneur management; b) its recognition
and check also by means of the traceability of acts and operations; c) the
reliability on accounting and management information; d) the compliance with
laws and rules of each source and the protection of the entrepreneur integral,
in order to prevent frauds that brings damages for the Corporations of the Grupo
Telecom Itália and for the financial markets. In this way, everyone for which
this Code is intended for shall contribute so that the system run
properly.
 ·  The proper specification of duties and
responsibilities, with a coherent allocation of delegation of the operational
activities and the reliability of the accounting and management data are
especially important aspects of the internal control system.
 ·  The survey, registration, elaboration
and presentation of the accounting, administrative and managerial data,
according to the modalities and within the terms estimated by the applicable
norms and aligned to the entrepreneur procedures, represent a priority objective
for the Group Corporations. The achievement of this objective  - for
which it is necessary the contribution of all users of the Code – is primary
responsibility of the Chief Executive Officer, of Chief Financial Officer, and
of the people in charge of the accountancy and of the operational control of
each Corporation of the Group.
 Accounting
      and management data
                    
                    The
      Chief Executive Officer and Chief Financial Officer are the main persons
      in charge of collection, maintenance, processing, and dissemination of
      accounting and management
data.
 5
 ARTICLE 4 – STAKEHOLDERS
RELATIONS
  4.1 Shareholders
  The Group Companies commit themselves to
ensure equal treatment to all shareholder categories, avoiding preferential
treatment. The advantages derived from pertaining to a business group must be
ensured, observing the applicable rules and the individual interest of each one
of the Companies in the profitability of their activities and value generation
for their shareholders.
 Shareholders
                      
                      Equal treatment among shareholders
      is ensured by the Group Companies. Thus, behavior benefiting any category
      of shareholders is
  disapproved.
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  4.2
Customers
  The Corporations of the Group has based
the excellence of products and services offered on the attention to the
customers and on the intention of meeting their orders. The primary objective
pursued is assuring an immediate, qualified and competent response directed to
the customers’ requirements, establishing their behavior on honesty, politeness
and collaboration under a logic of focus in the customer, complying with
specific principles of discipline established by the procedures. In this
context, the activity of collaboration with consumers associations, through the
stipulation of specific agreements on the issue is also
valorized.
  4.2.2 - Competitors
  The Corporations of the Group shall make
their best efforts to promote a loyal competition, deemed functional in meeting
the interests of the Group and of all market operators, customers and
stakeholders in general.
  4.2.3 - Suppliers
  The Corporations of the Group shall
assure that the purchase processes are intended for the supplying of
goods/services with the best conditions in the market, assuring at the same time
the requirements of quality, safety and environmental
respect.
  4.2.4 - Institutions
  The Corporations of the Group want to
keep a relationship of collaboration and transparency with the national and
supranational institutions, with the objective of facilitate the conversation on
themes of specific interest.
  4.2.5 –Environment
  The Corporations of the Group aims at
achieving their own strategy in respect of environment on the following
principles: Improve the utilization of energy sources and natural resources,
minimize the negative environmental impacts and maximize the positive impacts,
support the dissemination of culture in a proper approach on environmental
themes, assure the interest in a continuous improvement of the environmental
patrimony, adopt sensitive purchase policies to the environmental
themes.
 Our
      Customers
                          We
      must ensure prompt and qualified response, addressing the customers'
      needs, and based on honesty, courtesy and
      collaboration.
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  4.3
Community
  ·  The Group Companies intend to contribute
to economic welfare and the development of communities where they operate,
through efficient and state-of-the-art services.
 ·  Consistent with said objectives and
responsibilities undertaken before several stakeholders, the Group Companies
mustidentify atresearch and innovation aprioritycondition for growth and
success.
 ·  In accordance with their nature as
private companies and related requirements of an economically efficient
management, the Group Companies when making choices must take into account the
social relevance of the telecommunication services and endeavor efforts to meet
communities' needs, including their weaker elements.
 Technology
                          To
      offer efficient and high technology services is how Telecom Italia Group
      contributes to the economic welfare and to the growth of the communities
      where the company operates. Its Companies must consider the social
      relevance of telecommunication services, endeavoring efforts to meet the
      community's needs.
                          Research
      and innovation must be considered as essential for the growth and success
      of the
company.
  ·  Aware of the importance of the service
rendered and resulting responsibilities before the community, the Group
Companies maintain relations with public local, federal and supranational
authorities, based on the full and effective collaboration and transparency,
respecting the role of each one of them, as well as the economic objectives and
the values contained in this Code.
 ·  The Group Companies are favorable and
when this is the case, they support social, cultural and educational initiatives
focused on individual development and improvement of life
conditions.
 ·  The Group Companies will not make
contributions of any kind neither to political partiesor the workers union
organizations, nor to their
representatives or candidates, thus, ensuring the compliance with the applicable
legislation.
 Relationship with Social
      Institutions
                          The Group Companies must take into
      account their Social Responsibility. They must maintain a transparent
      relationship with the public authorities and are not allowed to allocate
      any kind of contribution or advantage to political parties, rather than
      those provided for by law. To stimulate and support social, cultural and
      educational initiatives, aimed at improving individual's life quality is
      also one of the companies'
  duties.
  · The Group Companies believe that the
worldwide sustainable growth, in light of thecommon interest of all current and
future stakeholders. Therefore, their business and investment choices must be
based on respect to the environment and to the public
health.
 · The Group Companies must take into
account the environmental issues when taking their decisions and going beyond
the applicable legislation requires-when this is operational and
economically feasible-technologies and
production methods in harmony with the environment, in order to reduce the
environmental impact of their activities.
 Environment
                        The
      Group Companies believe in the practice that leads to a sustainable
      development, preserving the natural heritage for future generations. The
      investments and operations of Telecom Italia Group must be chosen
      considering the respect to the environment and to the public health.
      Technologies and production methods must be in harmony with the
      environment, in order to reduce their
      impacts.
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  4.4 Human Resources
  ·  The Group Companies acknowledge the core
relevance of human resources, convinced that the main success factor for any
company is represented by contribution of people who work in it, under a context
of loyalty and mutual trust.
 ·  The Corporations of the Group shall
defend the safety and healthy in the work places and consider essential, in the
performance of the economic activity, the respect to the workers rights. The
management in the work relationship shall be guided in order to assure equal
opportunities and provide the professional growth of each
collaborator.
 People
      Management
                          The main success factor of any
      company is represented by the contribution of the people who work in it.
      The Group Companies must ensure the safety of their employees at the
      workplaces and respect their labor rights. Moreover, they must offer equal
      opportunities and favor the employees' professional
      growth.
  9
  4.5 Market
  ·  The Group Companies acknowledge the
relevance of correct information about their activities for the market, the
investors and the community in general.
 ·  Once ensured the confidentiality
requirements inherent to their business, the Group Companies assume the
transparency as their objective in their relations with every stakeholder.The Group Companies must
especially provide information to the market and the investors , complying with
criteria of honesty, directness and equal access to
information.
 ·  The disclosure of information to third
parties must be ruled by specific internal procedures, observing the applicable
rules.
 Communication
                          The disclosure of correct
      information about their activities must be one of the main concerns of the
      Group Companies. They are supposed to assume transparency as their
      objective in the relations with every Stakeholder, being careful to
      disclose information to the market with honesty, directness and equal
      access. Internal procedures must be observed for the disclosure of
      information to third parties.
                          om honestidade, clareza e
      igualdade de acesso. Para a divulgação de dados para terceiros, os
      procedimentos internos devem ser
      seguidos.
 10
  ARTICLE 5 – RELATED PARTIES
TRANSACTIONS
  The Group Companies' activities must be
guided by honesty and transparency principles. For such purpose, related parties
transactions, including intercompany transactions, must ensure substantial
honesty and procedural integrity, through the compliance with the business
conduct rules applicable to such transactions, upon which the market must be
duly informed.
 The
      related parties operations and transactions, including intercompany
      transactions, must ensure substantial honesty and procedural
      integrity.
  11
  ARTICLE 6 – CODE USERS’
CONDUCT
  · The conduct and business relations of
the social entities, administrators and everyone working to the Group Companies
must be based on the compliance with the applicable rules, this Code and the
Companies' own procedures.
 Conduct
                          
                          The conduct of Telecom Italia
      Group’s employees must be based on:
                          
                          ·the compliance with the applicable
      rules;
                          ·the provisions of this Code of
      Ethics;
                          ·the Companies’ own
      procedures.
 The persons to whom this code is
addressed are not allowed to:
  ·
              pursue personal or third parties'
      interests to the detriment of the interest of the Company where they
      work;
 ·
              improperly explore, for personal
      or third parties' interests, the name or the reputation of the Company to
      which they work or of the Group, as well as information or business
      opportunities obtained as a result of the performance of their
      duties;
 ·
              use Company's assets for purposes
      different from these are
destined.
  The persons to whom this Code is
addressed must abstain themselves from performing activities (whether or not
paid) and conduct not compatible with the obligations arising from their
relations with the Company where they work.
 Not allowed
      conduct
                          The employees are not allowed to
      place their personal interests above the Companies’ interests. They must
      neither use the name or reputation of the Company for their own benefit,
      nor even information or business opportunities they are aware of in the
      exercise of their activities. Activities, behavior and conduct not
      compatible with their responsibilities and obligations at the Company must
      also be
avoided.
  ·  The Group Companies' employees must
report to their chiefs any conflict of interests, whether potential, direct or
indirect, in relation to the Company where they work. In case of doubts about
the existence of conflict of interests, the employees must comply with the
provisions of this Code.
 ·  People for whom this Code is intended
for shall assure the confidentiality of any information obtained in the exercise
of their functions, in compliance with the discipline estimated by the specific
internal procedure, obeying the classification confidentiality profile and
information management.  The handling of confidential information,
specially in relation to the sensitive information, that is, which may cause
impact on the prices of products, services or real estate values (price
sensitive information), shall be ruled – observing the applicable norms – by the
specific internal procedures.
 Confidentiality
      of information
                          The
      employees must maintain the confidentiality of the information obtained in
      the exercise of their duties. The treatment of confidential information is
      defined by special internal
      procedures.
  12
 
 ARTICLE 7 - COMPLIANCE WITH THE
CODE
  · The collaborators themselves, advisers,
service providers and third parties with relationship of work with the Group,
shall promptly inform the person in charge of the Corporation Internal Control
for which they work, directly or through an immediate superior, the
accomplishment of the modalities indicated by the specific internal procedures,
searching for the non-anonymous manner in the communication in the cases
below:
 · The employees must promptly inform the
person in charge of the Company's internal control to which they work for,
directly or through their chief about any:
 o
              breach or encouragement to breach
      of the norms of law or rule, of the prescriptions of this Code, of
      internal procedures;
 o
              irregularity or negligence on the
      accounting registers or related documents, or yet in the compliance with
      obligations referred to the financial or internal administrative reports.
 o
              eventual request for
      clarifications on the evaluation of honesty of themselves or others, as
      well as possible deficiencies of this Code or propositions of modification
      and/or integration of the Code
itself.
 · The person in charge of the internal
control must examine the information received in order to investigate the facts
and take the necessary measures, including proposals to punish the guilty ones,
when necessary, observing the procedures established in the applicable rules,
collective agreementsand
contracts.
 · The person who in good faith reports
eventual situations of disrespect to this Code must not suffer any adverse
consequences. His/her name will be maintained in confidentiality, unless
otherwise provided for by law.
 · The Internal Controland Corporate GovernanceCommittee and theAuditBoard/ Comiteemust be properly informed about the
reports received by the persons in charge of the internal control, as well as
the measures taken accordingly.
 Informing
      about inadequate conduct
                        In
      case of eventual infringements to the laws in force, to the Code of Ethics
      or to the internal procedures, the employees must immediately inform these
      irregularities to the person in charge of the internal control. The
      identity of employee providing such information will be preserved,
      observing the laws in
force.
 13
  ARTICLE 8 - MONITORING AND REVIEW OF THE
CODE
  This code shall be the object of annual
control and if the need of updating by the Council of Administration of the TIM
Interests, through previous recommendation of the Internal Control Committee and
Corporate Governance is verified, observed, yet, the opinion of the Fiscal
Council/Audit Committee, which may also submit proposals for the Council of
Administration.
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