Exhibit
1.1










BYLAWS




CHAPTER
I – CHARACTERISTICS OF THE COMPANY




LEGAL
RULING




Art. 1 –
Telecomunicações de São Paulo
S.A. - TELESP is a joint-stock company, led by the current bylaws and other
applicable statutory devices, established for an indeterminate period of
time.






CORPORATE
PURPOSE




Art. 2 –
The Company’s corporate purpose is:




a)           Exploitation
of telecommunication services; and




b)           Development
of substantial or useful activities to the accomplishment of these services, as
agreed in the concessions, authorization and permissions that attorney in fact
to the Company.




Sole
Paragraph – In order to achieve its purpose, the Company may incorporate into
its assets, properties and rights of third parties, as well as:




I
            -
            participate
      in the capital of other companies, in order to comply with the national
      telecommunication policy;II
            -
            organize
      wholly owned subsidiaries to the accomplishment of activities set forth in
      its purpose and recommended their decentralization;III
            -
            promote
      the import of services and goods required to the accomplishment of
      activities set forth in its purpose;IV
            -
            render
      technical assistance services to companies of the telecommunication
      sector, carrying out activities of mutual interest;V
            -
            carry
      out activities related to study and researches, in order to develop the
      telecommunication sector;VI
            -
            enter
      into agreement with other telecommunication companies or any individuals
      or entities, in order to ensure the services, without duty and
      responsibilities damages;VII
            -
            carry
      out other related activities attributed to the Company by the National
      Telecommunication Agency – ANATEL; andVIII
            -
            trade
      equipments and materials required or useful to exploitation of
      telecommunication services.







HEAD
OFFICE




Art. 3 –
The Company’s head Office is in the city of São Paulo – SP and may, by decision
of the Executive Officers, create and extinguish branches, agencies and main
branches, offices, departments and representations, in any part of the Brazilian
territory or abroad.






Bylaws
consolidated in the 29th
 Extraordinary
Shareholders’ Meeting of 11/11/08
 1/10






CHAPTER
II - CAPITAL STOCK




AUTHORIZED
CAPITAL




Art. 4 –
The Company is authorized to increase its capital stock up to the limit of
700,000,000  (seven hundred million) shares, either common or
preferred. The Board of Directors is the body in charge to decide about the
increase and the resulting issuance of new share within the limit
authorized.




Paragraph
1o - There is no obligatoriness in keeping proportion between the number of
shares of each class, when increasing capital. It is necessary to observe,
however that the number of preferred shares, nonvoting or with restricted voting
rights, may not surpass 2/3 of shares issued.




Paragraph
2o - Shareholders will have pre-emptive rights for underwriting in case of
capital increase, in the proportion of number of shares held. By decision of the
Board of Directors, may be excluded the pre-emptive rights in the issuance of
shares, debentures convertible in shares and subscription bonus, placed for sale
on the Stock Exchange or public subscription, shares exchange in takeover bid
under articles 257 and 263 of the Corporate Law, as well as, enjoyment of tax
incentives, under special regulations, as allows the article 172 of the Law
6.404/76.






SUBSCRIBED
CAPITAL




Art. 5 –
The subscribed capital stock, which is fully paid-in is R$6,575,479,854.14 (six
billion, five hundred seventy five million, four hundred and seventy nine
thousand, eight hundred fifty four Reais and fourteen cents) divided in
506,237,272 (five hundred six million, two hundred thirty seven thousand and two
hundred seventy two) shares, of which 168,819,870 (one hundred sixty eight
million, eight hundred nineteen thousand and eight hundred seventy) common
shares and 337,417,402 (three hundred thirty seven million, four hundred
seventeen thousand and four hundred two) preferred shares, all of them
book-entry shares, without par value.




Sole
Paragraph – The shares will be held in trust account inside a financial
institution that will work as agent for their holders, without issuance of
certificates.






CHAPTER
III - SHARES




COMMON
SHARES




Art. 6 –
Each common share corresponds to one vote in the General Shareholders’ Meeting
resolutions.






PREFERRED
SHARES




Art. 7 –
Preferred shares are nonvoting shares, except in cases foreseen in the articles
9 and 10 below, however, it is assured to them priority in capital
reimbursement, without reward, and payment of dividend 10% (10 percent) higher
than the one granted to each common share.




Sole
Paragraph – It will be granted full voting to preferred shares, in case the
Company does not pay the minimum dividend to its shareholders, for 3 (three)
consecutive fiscal years, rights that will preserve until the payment
date.






CHAPTER
IV – GENERAL SHAREHOLDERS’ MEETING




Art. 8 –
The General Shareholders’ Meeting shall be held: (i) on a regular basis, once a
year, within the first 4 (four) months following the closing of each fiscal
year, under the article 132 of the Law 6.404/76 and, (ii) on a special basis,
whenever




Bylaws
consolidated in the 29th
 Extraordinary
Shareholders’ Meeting of 11/11/08
 2/10




necessary,
be it as a function of corporate interests, or due to a provision in the Bylaws,
or when applicable legislation should require.




Sole
Paragraph – The General Shareholders’ Meeting will be convened by the Board of
Directors. The chairman is empowered to evidence the mentioned act.




Art. 9 –
Subject to prior approval by the General Shareholders’ Meeting (i) the execution
of insider contracts, whose terms and conditions are more onerous to the Company
than the ones normally adopted by the market when signing contracts of the same
nature. In any case, the established on the article 117 of the Law 6.404/76; and
(ii) execution of management services agreements, including technical service
with foreign linked to the Company’s controlling shareholder, in which cases the
preferred shareholders will have voting shares.




Sole
Paragraph: In addition to the matters referred in the main section of this
article, the preferred shares will have voting rights (i) to elect 1 (one)
member to the Board of Directors, separate ballot, and (ii) in resolutions
related to amendment to the Bylaws aiming to delete the election right, in
separate ballot, by preferred shareholders of 1 (one) member of the Board of
Directors.




Art. 10 –
Without impairment of the § 1o, art. 115 belonged to the Law no 6.404/76,
preferred shareholders will have voting shares in resolutions, taken in
Meetings, referred in the art. 9, as well as to those referred to amendment or
defeasance of the following Bylaws provisions:




I
            -
            art.
      9;II
            -
            Sole
      paragraph of the art.11; andIII
            -
            art.
      31.





Art. 11 –
The General Shareholders’ Meetings will be chaired by the Chairman, who shall
indicate the Secretary, within those present. In case of absence of the
Chairman, the Company’s shareholders will choose the Chairman and the
Secretary.




Sole
Paragraph – In the assumptions of art. 136 of the Law no 6.404/76, the first
General Shareholders’ Meeting call notice shall be published, at least, 30
(thirty) days of antecedence and for the second call notice, at least 10 (ten)
days of antecedence.




Art. 12 –
Only shareholders whose shares are registered in their name in the proper book,
up to seventy-two (72) hours prior to the date scheduled for the respective
Meeting, may participate and vote in the General Shareholders’
Meeting.




Paragraph
1o - The call notice may require that the presence of the shareholders in the
Meeting be contingent upon deposit, in the Company’s headquarter, of proof of
his/her/its qualifications as a shareholder, issued by the Company itself or by
the depositary institutions of the Company’s shares, up to 72 (seventy-two)
hours prior to the date scheduled for the General Shareholders’
Meeting.




Paragraph
2o - The call notice may also require that representation of the shareholder by
a proxy in a Meeting be contingent upon deposit of the respective instrument of
power at the Company’s headquarter, at least 72 (seventy-two) hours prior to the
date scheduled for the General Shareholders’ Meeting.






CHAPTER
V – MANAGEMENT OF THE COMPANY




Art. 13 –
The Board of Directors and Executive Officers are responsible for the Company’s
management with assignments granted by law and present Bylaws. The respective
members will be elected for a 3 (three) years tenure, to which they may be
re-elected, and released from offering security for the performance of their
actions.




Bylaws
consolidated in the 29th
 Extraordinary
Shareholders’ Meeting of 11/11/08
 3/10






Paragraph
1o – All Board of Directors and Executive Officer members will take office
through signature of the correspondent instrument, remaining in their respective
offices up to actual take office of their successors.




Paragraph
2o – The General Shareholders’ Meeting shall set the overall remuneration of the
Company’s officers, including benefits of any kind and entertainment allowances.
The Board of Directors shall be responsible for allocating the latter
remuneration among its members and Executive Officer members
either.




Paragraph
3o – The General Shareholders’ Meeting may attribute to the Company’s officers a
profit sharing, since complied with the provision in art.152, § 1o and § 2o of
the Law 6.404/76, following proposal presented by the Executive
Officer.




Paragraph
4o - The Company and its controlling shareholder shall maintain, throughout the
term of concession and its term of renewal, actual existence, on Brazilian
territory, of centers for resolution and implementation of strategic, management
and technical decisions involved in the performance of concession agreement, to
which the Company is a party.






BOARD
OF DIRECTORS




COMPOSITION




Art. 14 -
The Board of Directors shall be made up of at least five (5) and at most
seventeen (17) members, all of them shareholders of the Company, elected and
deposable from the body by the General Meeting, complied with the applicable
legislation, including in this number the member elected by preferred
shareholders on the terms of the provisions of the Sole Paragraph belonged to
art. 9 of these Bylaws and the member elected by the minority shareholders, if
applicable.




Sole
Paragraph – The Board of Directors shall appoint, among its members, the
Chairman or his/her substitute, in case of vacancy. The Board may appoint and/or
dismiss as well the Vice-President.






SUBSTITUTION




Art. 15 –
In event of impairment or absence of the Chairman, he/she shall be substituted
by the Vice-Chairman, if any. In absence of the Vice-Chairman, the Chairman
shall be substituted by another member of the Board indicated by
him/her.




Paragraph
1o - In event of impairment or absence of any other member of the Board of
Directors, the impeded or absent councilmember shall indicate, in writing,
his/her substitute, among the other councilmembers, to represent him/her and
resolve in the meeting to which he/she will not be able to attend, on the terms
of provisions from Paragraph Three of the Article 19 of these
Bylaws.




Paragraph
2o - The councilmembers who indicate representatives, as provided in the
previous paragraph, shall be considered for all purposes as having attended the
respective meeting.




Art. 16 –
In case of vacancy, in councilmembers’ position, resulting in a number of
members lower than provided in Art. 14 above, a General Shareholders’ Meeting
shall be called to elect the substitutes.






INCUMBENCIES




Art. 17 –
It is competence of the Board of Directors:




I
            -
            set
      the general guidelines for the Company’s business;II
            -
            approve
      the Company’s budget and annual business
plan;






Bylaws
consolidated in the 29th
 Extraordinary
Shareholders’ Meeting of 11/11/08
 4/10




III
            -
            convene
      the General Shareholders’ Meeting;IV
            -
            approve
      the Company’s financial statements and management report, submitting them
      to the General Shareholders’ Meeting;V
            -
            elect
      or dismiss, at any time, the councilmembers, establishing their
      attributions, complying with legal and statutory
    provisions;VI
            -
            monitor
      directors’ management, examining, at any time, the Company’s books,
      request any information on agreements executed or that are about to be
      executed, or any other acts;VII
            -
            approve
      the Company’s internal rulings, defining its organizational structure and
      detailing the respective incumbencies, complying with legal and statutory
      provisions;VIII
            -
            approve
      and amend the internal rules of the Board of Directors;IX
            -
            decide
      about issuance of share by the Company, involving capital increase, within
      the limit of capital authorized, defining the terms and conditions of such
      issuance;X
            -
            decide
      about subscription bonus issuance;XI
            -
            decide,
      as delegated by the General Shareholders’ Meeting, as to the issuance of
      debentures by the Company: (i) timing of the issuance, (ii) time and
      conditions for maturity, amortization or redemption, (iii) time and
      conditions for payment of interest, for profit sharing and for
      reimbursement premium, if any, (iv) form of subscription or placement, and
      (v) type of debentures;XII
            -
            decide
      as to the issuance of not convertible debentures, of unsecured type and
      without real guaranties;XIII
            -
            decide
      as to the issuance of promissory notes for public distribution
      (“Commercial Papers”) and as to the submitting the Company’s shares to a
      system of deposit for trading of the respective certificates (“Depositary
      Receipts”);XIV
            -
            authorize
      the acquisition of shares issued by the Company, for cancellation or
      custody in the Treasury for subsequent sale;XV
            -
            authorize
      the sale of real estate property and assets that are directly linked to
      public telecommunication services, when operative, as well as constitution
      of mortgage encumbrances and granting of guarantees for liabilities of
      third parties;XVI
            -
            approve
      the assumption of any obligation not provided for in the Company’s budget
      for an amount greater than two hundred and fifty million Reais (R$
      250,000,000.00);XVII
            -
            authorize
      the execution of agreements, not provided for in the Company’s budget, for
      an amount greater than two hundred and fifty million Reais (R$
      250,000,000.00);XVIII
            -
            approve
      investments and acquisition of assets, not provided for in the Company’s
      budget, for an amount greater than two hundred and fifty million Reais (R$
      250,000,000.00);XIX
            -
            authorize
      the acquisition of equity participation on a permanent basis in other
      companies and the encumbrance or sale of equity
    participation;XX
            -
            approve
      the distribution of interim dividends;






Bylaws
consolidated in the 29th
 Extraordinary
Shareholders’ Meeting of 11/11/08
 5/10




XXI
            -
            choose
      or remove the independent auditors;XXII
            -
            indicate
      or dismiss the Chief Internal Auditor;XXIII
            -
            approve
      the jobs and compensation plan, the Company’s rules and workforce, as well
      as the terms and conditions for collective labor agreements to be executed
      with unions representing the Company’s employees’ categories and adherence
      to the policy of, or disassociation from, pension
  plans.




Sole
Paragraph – The sale of real estate property and assets linked to the providing
of public telecommunication services, when operative, shall be approved by the
Board of Directors case by case; the sale of other assets of the Company,
including those related to public telecommunication services that are
deactivated and/or inoperable, shall observe the limits, forms and levels of
authorization established by an internal normative instrument approved by the
Board of Directors, to be implemented by the Executive Officer.




Art. 18 -
The specific attributions of the Chairman are: (a) represent the Board of
Directors in the General Shareholders’ Meetings; (b) chair the General
Shareholders’ Meetings and choose the Secretary among those presents; and (c)
convene and chair the meetings of the Board of Directors.






MEETINGS




Art. 19 -
The Board of Directors shall meet, (i) on a regular basis, once every three
months, and (ii) on a special basis, by calling notice from its Chairman, with
minutes being drawn up on its resolutions.




Paragraph
1o - The meetings of the Board shall be called for in writing, at least
forty-eight (48) hours in advance and the calling notice shall indicate the
agenda and matters to be discussed in the relevant meeting.




Paragraph
2o - The Board of Directors shall resolve by majority vote, provided the
majority of its members in office are present, with the Chairman having, in
addition to his/her regular vote, the casting vote in the event of a
tie.




Paragraph
3o - Any member of the Board may be represented by another councilmember in
meetings to which he/she is not able to attend, provided the instrument of
delegation of representation is drawn up in writing and signed.






EXECUTIVE
OFFICERS




COMPOSITION




Art. 20 –
The Executive officers shall be made up of at least three (3) and at most
fifteen (15) members, who may or not be shareholders, who are resident in
Brazil, to be elected by the Board of Directors, as follows: (a) Chief Executive
Officer; (b) General Executive Officer for Fixed Telephony; (c) Director of
Finance and Investor Relations Executive Officer; (d) Other Directors without
specific assignment.




Paragraph
One – the Board of Directors, which can establish as well specific assignment
for the referred offices, will define individual attributions of Directors
without specific assignment.




Paragraph
Two – One same Director may be elected to accumulate attributions of more than
one office on the Executive officers.




Art. 21 –
In the event of absences or temporary impediments, it shall be incumbent upon
the Chief Executive Officer to designate among the members of the Executive
officers his/her substitute as well as of the substitutes for the Directors. In
the event of a vacancy in an Executive officers office, the respective
substitution shall be resolved by the Board of Directors.






Bylaws
consolidated in the 29th
 Extraordinary
Shareholders’ Meeting of 11/11/08
 6/10




COLLEGIATE
AUTHORITY OF THE EXECUTIVE OFFICER AND REPRESENTATION OF THE
COMPANY




Art. 22 -
The Executive Officer is the body for active and passive representation of the
Company, with the body and its members performing all the acts that are
necessary and convenient for the management of corporate business. It is
incumbent upon the Executive Officer, collectively, the following:




I.
            to
      propose to the Board of Directors the Company’s general plans and
      programs, specifying the investment plans for expansion of the operating
      plant;




II.
            to
      submit for approval of the Board of Directors the sale or encumbrance of
      real estate property owned by the Company, and of assets that are linked
      directly with providing public telecommunication services, when operative,
      as well as authorize, within the limits established by the Board of
      Directors in an internal normative instrument, the sale or encumbrance of
      other permanent assets, including those linked to public telecommunication
      services that may be deactivated or
inoperable;




III.
            to
      prepare the financial statements, results for the fiscal year and dividend
      allocation proposal, including interim dividends, as well as the
      application of excess funds, to be submitted for examination by the Audit
      Committee, Independent Auditors and Board of
  Directors;




IV.
            whenever
      applicable, perform the following acts, within the limits set by the Board
      of Directors: (a) ratify the purchase of materials and equipment and the
      contracting of assets, construction and services; (b) ratify the sale of
      current assets; and (c) authorize the contracting by the Company of
      financing and loans; and




V.
            to
      approve the execution of other agreements not mentioned above, according
      to the limits established by the Board of
  Directors.




Paragraph
1o - The resolutions of the Executive Officers shall be taken by majority vote,
provided the majority of its members are present, with the President having, in
addition to his/her regular vote, the casting vote in the event of a
tie.




Paragraph
Two – With due regard to provisions of these Bylaws, in order to bind the
Company it is necessary to obtain (i) the joint signature of 2 (two) statutory
directors, except in emergencies, when the individual signature of the Chief
Executive Officer shall be permitted, subject to the approval of the Executive
Officer, pursuant to the provisions of article 23, A-5; (ii) the signature of 1
(one) statutory director jointly with 1 (one) Attorney-in-Fact; or (iii) the
signature of 2 (two) Attorneys-in-Fact jointly, provided they are vested with
specific powers.




Paragraph
Three – Powers of attorney granted in the name of the Company shall always be
executed by two (2) Directors, specifying the powers granted and, except for
those granted for legal purposes, must have a maximum term of effectiveness of
one (1) year.






INCUMBENCIES
OF THE EXECUTIVE OFFICERS




Art. 23 –
The following are specific   incumbencies of the Executive
Officer members:




A-  CHIEF
EXECUTIVE OFFICER:




1.
            To
      represent the Company in and out of court, before shareholders and general
      public, being able to appoint attorneys-in-fact together with another
      Executive Officer and appoint representatives, as well as to delegate
      incumbencies to the other Executive Officers for implementation of
      specific acts;




2.
            To
      follow up and supervise implementation of resolutions determined by the
      Board of Directors;






Bylaws
consolidated in the 29th
 Extraordinary
Shareholders’ Meeting of 11/11/08
 7/10




3.
            To
      establish guidelines and supervise all Company’s activities, in special
      law activities, internal audit, institutional policy, internal and
      external communication, sponsorships and development of the Company’s
      image defining its operating
strategy;




4.
            To
      call meetings of the Executive
Officers;




5.
            To
      perform emergency acts “ad referendum” of the Executive
      Officers;




6.
            To
      carry out other assignments that are determined by the Board of
      Directors;




B
– GENERAL EXECUTIVE OFFICER FOR FIXED TELEPHONY:




1.
            To
      manage, coordinate and supervise the Company’s operating activities, that
      may be attributed, to the General Executive Officer for Fixed Telephony,
      by the Board of Directors;




2.
            To
      delegate, when necessary, to other Directors, incumbencies for practice of
      specific acts;




3.
            To
      represent the Company as established in the current bylaws;
      and




4.
            To
      carry out other assignments that are determined by the Board of
      Directors.




C
– DIRECTOR OF FINANCE AND INVESTOR RELATIONS EXECUTIVE OFFICER:




1.
            Establish
      guidelines and supervise the Company’s activities in the economic-finance,
      accounting areas and management of securities issued by the Company, as
      well as supervise the management of complementary pension
      fund;




2.
            To
      represent the Company before the Securities Commission –CVM, Stock
      Exchanges and other inspection agencies of the securities
      market;




3.
            To
      delegate, when necessary, incumbencies to other Directors related to the
      practice of specific acts;




4.
            To
      represent the Company as established in the current bylaws;
      and




5.
            To
      carry out other assignments that are determined by the Board of
      Directors;




D
– DIRECTORS WITHOUT SPECIFIC ASSIGNMENTS:




1.
            To
      carry out the position and individual assignment determined by the Board
      of Directors;




2.
            To
      sign together with another statutory director documents and acts that
      claim signature of two directors;
and




3.
            To
      represent the Company as established in the current
  bylaws.






CHAPTER
VI – AUDIT COMMITTEE




Art. 24 –
The Audit Committee, operating on a permanent basis, shall be made up of at
least three (3) and at most five (5) regular members and an equal number of
deputy members.




Paragraph
One – The remuneration of the Audit Committee members, in addition to the
reimbursement of travel and lodging expenses for performance of the function,
shall be set by the General Shareholders’ Meeting that elects the members and
may not be less than, for each member in office, ten percent of that attributed
on average to each Executive Officer, without computing benefits of any nature,
entertainment allowances or profit sharing.




Bylaws
consolidated in the 29th
 Extraordinary
Shareholders’ Meeting of 11/11/08
 8/10




Paragraph
Two – In the event of a vacancy for an office of the Audit Committee, the
substitute shall be the respective deputy. If there is vacancy in the majority
of the offices, a general shareholders’ meeting shall be called in order to
elect the substitutes.




Paragraph
Three – The Audit Committee shall meet (i) on a regular basis, once every
quarter, and (ii) on a special basis, by calling notice from the Chairperson of
the Board of Directors, or from two (2) members of the Audit Committee, with
minutes being drawn up for its resolutions.




Paragraph
Four – The meetings of the Audit Committee shall be called for in writing at
least forty-eight (48) hours in advance, with the calling notice showing the
agenda and a list of the matters to be discussed during the relevant
meeting.






CHAPTER
VII - FISCAL YEAR AND FINANCIAL STATEMENTS




FISCAL
YEAR




Art. 25 –
The fiscal year shall coincide with the calendar year, with balance sheets being
prepared annually, six-monthly or quarterly.






ALLOCATION
OF PROFITS




Art. 26 –
Together with the financial statements, the Board of Directors shall submit to
the General Shareholders’ Meeting a proposal on (i) profit sharing by the
employees and officers and (ii) full allocation of net income.




Paragraph
One – From the net income for the fiscal year: (i) 5% (five percent) shall be
allocated to the legal reserve, aiming to ensure the physical integrity of
capital stock, limited to 20% (twenty percent) of paid-in capital stock; (ii)
25% (twenty-five percent) of net income, adjusted according to chapters II and
III of Article 202 of Law No. 6404/76, will be mandatory distributed as a
minimum compulsory dividend to all shareholders and (iii) the remaining balance,
after complying with all provisions contained in the previous items of this
article, shall be allocated according to resolution by the General Shareholders’
Meeting, based on a proposal from the Board of Directors included in the
financial statements. In the event that the profit reserves exceed the capital
stock, the General Shareholders’ Meeting shall resolve either for the
application of the excess in paying in or increasing capital stock, or in paying
additional dividends to the shareholders.




Paragraph
Two – Dividends that remain unclaimed over a period of 3 (three) years, counting
from the date of resolution of their distribution, shall revert in favor of the
Company.




Art. 27 -
The Company may declare, by resolution of the Board of Directors, dividends: (i)
on account of profit assessed in six-monthly balance sheets, (ii) on account of
profit assessed in quarterly balance sheets, provided the total dividends paid
in each half of the fiscal year does not exceed the amount of capital reserves
addressed in the Paragraph One of Article 182 of Law 6404/76, or (iii) on
account of retained earnings or profit reserves shown in the last annual or
six-monthly balance sheet.




Sole
Paragraph – Interim dividends distributed on the terms of this article shall be
ascribed to the minimum compulsory dividend.




Art. 28 -
By resolution of the Board of Directors, and with due regard for legal
provisions, the Company may pay to its shareholders interest on equity, which
may be ascribed to the minimum compulsory dividend, subject to approval by the
general shareholders’ meeting.






Bylaws
consolidated in the 29th
 Extraordinary
Shareholders’ Meeting of 11/11/08
 9/10




CHAPTER
VIII – GENERAL PROVISIONS




Art. 29 -
The Company shall go into liquidation in the cases provided for by law, it being
incumbent upon the General Shareholders’ Meeting to determine the form of
liquidation and to appoint the liquidator.




Art. 30 -
Approval by the Company, through its representatives, of amalgamation, spin-off,
merger or dissolution of its controlled subsidiaries shall be preceded by an
economic and financial analysis by an independent Company, renowned
internationally, confirming that equitable treatment is being given to all the
interested companies, the shareholders of which shall have full access to the
report on such analysis.




Art. 31 -
For all contingencies that are not covered in these Bylaws, the Company shall be
governed by applicable law.




********************************














Bylaws
consolidated in the 29th
 Extraordinary
Shareholders’ Meeting of 11/11/08
 10/10
  ********************************