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                                                                    EXHIBIT 11.1

                        CODE OF CONDUCT AND TRANSPARENCY

                                       OF

                           TELEMAR PARTICIPACOES S.A.,
           TELE NORTE LESTE PARTICIPACOES S.A. AND TELEMAR NORTE LESTE
                                      S.A.

                                  INTRODUCTION

         This Code of Conduct and Transparency for the Disclosure and Use of
         Information and Trading of Securities Issued by Telemar Participacoes
         S.A. ("TP"), Tele Norte Leste Participacoes S.A. ("TNL"), and Telemar
         Norte Leste S.A. ("Telemar"), was duly approved by the Boards of
         Directors of the companies above at meetings held on June 28, 2002 (TP
         and TNL) and July 10, 2002 (Telemar), respectively, pursuant to the
         applicable law and regulations.

                                    SECTION I
                                PURPOSE AND SCOPE

1.1.     This Code of Conduct and Transparency is designed to establish high
         standards of conduct and transparency to be necessarily followed by (i)
         Directors and Officers (regular and alternate members of the Board of
         Directors, and executive officers), (ii) Controlling Shareholders
         (shareholders or group of shareholders bound by a shareholders'
         agreement or under common control, with power to control the Company,
         pursuant to Law no. 6,404/76 as amended), (iii) shareholders who have
         elected a member of the Company Board of Directors or Audit Committee,
         (iv) members of the Audit Committee (whether regular or alternate), (v)
         employees and executives with access to confidential information
         ("Employees"), and (vi) members of other technical and consulting
         bodies now existing or that may be created at TP, TNL or Telemar, as
         well as (vii) any individual who, by virtue of his/her position,
         function or standing in the Company, Subsidiaries (entities in which
         the Company's direct or indirect interests entitle it to determine
         corporate resolutions and elect the majority of board members) or
         Associated Companies (entities in which the Company holds at least ten
         per cent of the capital stock, but does not control), becomes aware of
         Relevant Information on the Company, in order to bring the internal
         policy in line with the principles of transparency and sound practices
         in connection with the use and disclosure of relevant information on,
         and negotiation of securities of, the Company, such that the applicable
         rules are complied with.

1.2.     Without prejudice to the generality of item 1.1 above, the provisions
         of this Code are directly and particularly applicable to TP, TNL and
         Telemar as "Company". For the purposes of this Code, "Company" refers
         to each (i) TP, or (ii) TNL, or (iii) Telemar individually, and the
         rules for disclosing information and dealing with securities issued by
         such entities must be complied with in all instances.

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1.3.     The individuals described in item 1.1 above must sign the respective
         Statement of Agreement with this Code, pursuant to articles 15, Section
         1(degree), item I, and 16, Section 1(degree), of CVM Instruction no.
         358/02 and in accordance with the form attached hereto as Exhibit I
         ("Statement of Agreement"), which shall be maintained at the Company
         headquarters as long as such individuals are associated with the
         Company, and in any event for at least five (5) years thereafter.

1.4.     The Company shall maintain at its headquarters an updated list of the
         individuals who have signed the Statement of Agreement, describing
         their standing, position or function, address and enrollment number
         with the Finance Ministry National Registry of Companies (CNPJ) or
         National Registry of Individuals (CPF). Such list shall be made
         available to the CVM at all times.

                                   SECTION II
                                   PRINCIPLES

2.1.     The conduct of Directors, Officers, Controlling Shareholders, Members
         of Audit Committees, Employees and members of other technical and
         consulting Company bodies shall be driven by the principles of good
         faith, loyalty and truthfulness, as well as the general principles set
         forth hereinafter.

         2.1.1.   All efforts to promote market efficiency must aim at allowing
                  that the competition between investors for better returns be
                  carried out based on the analysis and interpretation of
                  information publicly disclosed, as opposed to privileged
                  access to such information.

         2.1.2.   Company Directors, Officers, Controlling Shareholders, members
                  of Audit Committees, Employees and members of other technical
                  and consulting bodies must always keep in mind that
                  transparent, accurate and timely information represents the
                  main instrument available to ensure that investors, in
                  particular Company shareholders, be given the required fair
                  treatment.

         2.1.3.   The Company relationship with players and opinion makers in
                  the securities market must be consistent and transparent.

         2.1.4.   It is also the responsibility of Company Directors, Officers,
                  Controlling Shareholders, members of Audit Committees,
                  Employees and members of other technical and consulting bodies
                  to ensure that all information disclosed on the Company
                  financial position is accurate, complete and continuous, and
                  covers changes in share ownership.

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                                   SECTION III
                                   DEFINITIONS

3.1.     Securities

         The term "Securities" as used herein is wide in scope and includes any
         stocks, debentures, subscription warrants, receipts and subscription
         rights, promissory notes, call or put options, and derivatives of any
         kind, as well as other bonds or collective investment agreements is
         sued by the Company or linked to Company bonds which, pursuant to the
         law, are considered securities.

3.2.     Relevant Act or Event

         A Relevant Act of Event is defined as (a) any decision by Controlling
         Shareholder(s), resolution of a general meeting or management bodies of
         the Company; or (b) any other act or event of a
         political/administrative, technical, business, or economical/financial
         nature in the normal course of, or in connection with, Company
         business, with potential significant impact on:

         (i)      the perception of the Company value;

         (ii)     the quotation of Securities;

         (iii)    the investor's decision to buy, sell or hold such Securities;
                  or

         (iv)     the investor's decision to exercise any rights attached to
                  such Securities.

         3.2.1.   Relevant Act of Event - Examples

                  Potentially Relevant Acts or Events include the following,
                  without limitation:

         (i)      a contract or agreement is signed to transfer the Company
                  share control, however under suspensive or resolutory
                  condition;

         (ii)     the Company control changes, including as a result of signing,
                  amendment or termination of a shareholders' agreement;

         (iii)    the Company signs, amends or terminates a shareholders'
                  agreement;

         (iv)     a strategic partner, or a partner who provides operating,
                  finance, technological or administrative services, whether or
                  not under an agreement, joins or leaves the Company;

         (v)      the trading of Company Securities in any domestic or foreign
                  market is authorized;

         (vi)     the decision to delist a company is taken;

         (vii)    the Company or related companies are involved in a merger or
                  split-up process;

         (viii)   material assets are acquired or disposed of;

         (ix)     the Company is transformed or dissolved;

         (x)      the Company asset mix is changed;

         (xi)     accounting criteria change;

         (xii)    debt is assumed, settled in advance or renegotiated;

         (xiii)   the implementation of stock option plans is approved;

         (xiv)    Company Securities have their rights and privileges changed;

         (xv)     shares are split or grouped, or stock bonuses are allocated;

         (xvi)    Company shares are acquired for Treasury or cancellation and
                  subsequently disposed of;

         (xvii)   Company loss or net income and appropriation of dividends or
                  interest on own capital;

         (xviii)  an agreement is entered into, terminated, or has an
                  unsuccessful outcome, when the expectation of a successful
                  outcome is known to the public at large;

         (xix)    a project is approved, modified or abandoned, or has its
                  implementation delayed;

         (xx)     the production or sale of a product, or the rendering of a
                  service, begins, is resumed or discontinued;

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         (xxi)    technology or Company resources are discovered, changed or
                  developed;

         (xxii)   laws or regulations affecting the Company are enacted;

         (xxiii)  projections disclosed by the Company are changed;

         (xxiv)   Company management bodies approve a public offer subject to
                  registration with the CVM;

         (xxv)    a controlling interest in a publicly-traded company is
                  acquired.

         3.2.2.   Developments associated with a Relevant Act of Event must be
                  reviewed for materiality not in absolute terms but in the
                  context of the Company normal activities and size, bearing in
                  mind previously disclosed information, in order not to
                  trivialize the disclosure of Relevant Acts of Events, which
                  might impair the analysis of Company prospects by the market.

3.3.     Relevant or Insider Information

         Insider or Relevant Information is considered the information in
         connection with a Relevant Act or Event which has not yet been
         disclosed to the investor community.

                                   SECTION IV
        DUTY TO DISCLOSE RELEVANT ACT OF EVENT OR INFORMATION OF ANY TYPE

4.1.     The INVESTOR RELATIONS OFFICER must disclose in leading newspapers
         commonly used by the Company, and on the Internet, in addition to
         communicating to the Comissao de Valores Mobiliarios ("CVM"),
         Securities and Exchange Commission ("SEC") and stock exchanges and
         organized over-the-counter markets where Company Securities are or may
         be listed, both in Brazil and abroad ("Stock Exchanges), relevant acts
         or events with respect to, or in connection with, the Company, as well
         as arrange that such information be promptly, widely and simultaneously
         released in all markets where the Securities are listed.

         4.1.1.   As an alternative, the Company may publish Relevant Acts or
                  Events in newspapers in summary format, containing the minimum
                  information required to make them comprehensible, provided
                  that the adequate addresses on the World Wide Web be also
                  disclosed, where investors can find the complete information
                  including the same contents sent to the CVM and Stock
                  Exchanges.

4.2.     Relevant acts or events disclosed in any media or at meetings with
         professional entities, investors, analysts or selected participants
         must be simultaneously disclosed by the Investor Relations Officer to
         the market at large.

4.3.     Meetings with professional entities, investors, analysts or selected
         individuals, in Brazil or abroad, can only be held by Company Directors
         and Officers when the Investor Relations Officer, or an individual
         appointed by the latter for this purpose, is also present.

4.4.     All information on a Relevant Act or Event shall be centralized by the
         Investor Relations office. Directors, Officers, Controlling
         Shareholders, Audit Committee members, Employees and members of other
         technical or consulting bodies must communicate any Relevant Act or
         Event that they

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         become aware of to the Investor Relations Officer, who will be then
         take the necessary steps for its full disclosure.

         4.4.1.   If such communication is made (and when the decision to keep
                  it confidential, pursuant to art. 6 of CVM Instruction no.
                  358/02, has not been taken), and the individuals described in
                  item 4.4 above find out that the Investor Relations Officer
                  has failed to perform his communication and disclosure duties,
                  then the former must promptly communicate the Relevant Act or
                  Event to the CVM, otherwise they will also be held
                  responsible.

4.5.     It is the responsibility of the Investor Relations Officer, or in
         his/her absence or impediment the Company Chief Executive Officer, to
         provide any information, whatever the nature, to the media, in addition
         to confirming, rectifying or clarifying information on a Relevant Act
         or Event to the CVM, SEC and Stock Exchanges. All other Company
         Officers and Directors, as well as Employees, shall not be allowed to
         speak on behalf of, or provide information on, the Company to any media
         vehicles, except if previously authorized in writing to do so by the
         Company Investor Relations Director or Chief Executive Officer;
         provided, however, that the communication refer exclusively to the
         functional area of the individuals involved. The provisions of this
         item also apply to the participation in Seminars, Forums, Conferences,
         public meetings and similar gatherings, including those instances when
         such individuals serve as lecturers, debaters or in a similar capacity.
         Such participation shall also be submitted to, and previously approved
         by, the Investor Relations Officer.

4.6.     Relevant acts of events should be disclosed, whenever possible, before
         or after the closing of domestic or foreign Stock Exchanges. Should
         this be impossible due to time zone differences or otherwise, the
         business hours of the Brazilian market shall prevail.

4.7.     If it is imperative that a Relevant Act or Event be disclosed during
         trading hours, the Investor Relations Officer should consider whether a
         request should be simultaneously made to Brazilian and foreign Stock
         Exchanges to suspend trading until such a time when the news has been
         adequately disseminated.

         4.7.1.   The trading suspension provided for in the preceding item
                  shall not take effect in Brazil while a foreign stock exchange
                  or organized over-the-counter market where Securities are
                  listed is open for business and the trading of Securities is
                  carried on.

4.8.     Directors, Officers and Controlling Shareholders may promptly
         communicate to CVM their decision to keep certain Relevant Acts or
         Events confidential, provided that in their view such disclosure would
         clearly jeopardize the Company's legitimate interests. In such
         circumstances, they may communicate their decision to the CVM's
         President on a confidential basis.

4.9.     If Controlling Shareholders or Directors choose not to disclose a
         Relevant Act or Event, it is still their duty to promptly disclose such
         Relevant Act or Fact via Investor Relations Director, should there be
         an information leak or an atypical fluctuation in the quotation, price
         or volume of trade of Company Securities.

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4.10.    Any Director, Officer, member of Audit Committees, or member of other
         technical or consulting bodies who becomes aware of a Relevant
         Information on the Parent Company or Subsidiary Company, must promptly
         communicate such information to the Investor Relations Officer, who in
         turn must promptly contact the Investor Relations Officer of the Parent
         Company or Subsidiary Company, as applicable, in order to take a
         decision whether or not to disclose such Relevant Act of Event.

                                    SECTION V
              DUTY NOT TO USE INSIDER INFORMATION STILL UNDISCLOSED

5.1.     Directors, Officers, direct and indirect Controlling Shareholders, the
         Company, members of Audit Committees, Employees and members of
         technical or consulting Company bodies, as well as all individuals who,
         by virtue of their position, function or standing in the Company,
         Subsidiaries and Associated Companies, have signed the Statement of
         Agreement shall:

         5.1.1.   Maintain confidential all information they are aware of and
                  that has not yet be disclosed to the investors, in connection
                  with a Relevant Act or Event, except for the disclosure of
                  information required for effectively carrying out normal
                  Company business, and provided that there are no reasons or
                  signs to believe that the information recipient will misuse
                  it, as well as see to it that their subordinates and trusted
                  third parties do likewise, being jointly liable for any
                  confidentiality breach.

         5.1.2.   Refrain from trading Securities as long as an insider
                  information has not been disclosed to the investor community.

         5.1.3.   Refrain from recommending or otherwise suggesting that any
                  person buy, sell or hold Securities if the information which
                  they are aware of can potentially impact any of the above
                  decisions.

         5.1.4.   Refrain from trading Securities in connection with insider
                  information within twenty-four (24) hours after disclosure to
                  the investor community.

         5.1.5.   Clearly warn those persons to whom Insider Information is
                  required to be disclosed of the confidentiality duty of all
                  individuals involved and the legal prohibition to take
                  advantage of such information while dealing with Securities to
                  promote their own or third parties' interests.

         5.1.6.   Communicate Insider Information of which they become aware to
                  the Company Investor Relations Officer, who shall keep it
                  confidential and shall not use it to gain advantage or favor
                  third parties on trading Securities in connection with the
                  Insider Information.

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         5.1.7.   Consult with the Company Investor Relations Officer prior to
                  carrying out any transaction involving Securities, to
                  ascertain whether any Relevant Acts and/or Events have
                  occurred and are yet to be disclosed, which might prohibit the
                  trading of the related Securities.

         5.1.8.   Refrain from trading Securities during the following periods:

                  (i)      one month before Company quarterly information (ITR)
                           and annual information (DFP and IAN) is disclosed or
                           published, as applicable; and

                  (ii)     the period from the date when the relevant corporate
                           body takes the decision to increase or decrease
                           capital stock, distribute dividends or stock
                           dividends or issue Securities, through the date when
                           the respective notice, announcement or Relevant Event
                           is published.

         5.1.9.   Refrain from trading Securities within one hundred and eighty
                  (180) days from acquisition, except in the case of
                  extraordinary reasons, duly explained in advance to the
                  Investor Relations Officer.

         5.1.10.  Upon withdrawal from Company management and if an event or
                  business initiated during their mandate is still to be
                  disclosed, refrain from trading Securities for the six (6)
                  month-period following such withdrawal.

5.2.     Restrictions set forth herein also cover transactions of a speculative
         nature, which include, without limitation, transactions in the futures
         market with short positions and the like.

                                   SECTION VI
                 DUTY TO DISCLOSE THE RESPECTIVE SHARE OWNERSHIP

6.1.     Directors, Officers, member of Audit Committees and members of other
         technical and consulting bodies must communicate their ownership of
         Company Securities, whether held by them or Related Persons, as well as
         changes in such ownership.

         6.1.1.   "Related Persons" means the following persons with respect to
                  Directors, Officers, members of Audit Committees and members
                  of technical or consulting Company bodies: (i) spouse, except
                  when judicially separated, (ii) companion; (iii) any dependent
                  included in the annual income tax return, and (iv)
                  subsidiaries controlled directly or indirectly by Directors
                  and the like, or by Related Persons.

         6.1.2.   Such communications must be made to CVM and Stock Exchanges in
                  the format of Exhibit II to this Code.

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         6.1.3.   The communication to CVM must be made (i) immediately upon
                  taking office and (ii) within the maximum period of ten (10)
                  days after the end of the month when there are changes in
                  ownership, stating the final ownership position for the
                  period.

6.2.     Direct and indirect Controlling Shareholders, as well as those
         shareholders who have elected members of the Company Board of Directors
         or Audit Committee, must communicate and disclose information on the
         acquisition or disposal of share ownership corresponding directly or
         indirectly to five per cent (5%) or more of the type or class of shares
         in the Company capital stock ("Material Ownership").

         6.2.1.   Such disclosure shall be made in leading newspapers normally
                  used by the Company and/or on the Internet.

         6.2.2.   The statement covering the acquisition or disposal of a
                  Material Ownership shall be sent to the CVM and Stock
                  Exchanges, including the information contained in the model
                  form attached hereto as Exhibit III.

         6.2.3.   Such communication to the CVM and Stock Exchanges must be made
                  immediately upon attaining a Material Ownership.

                                   SECTION VII
                     PROHIBITIONS AGAINST TRADING SECURITIES

7.1.     Trading Securities is prohibited until such time as a Relevant Act or
         Event is disclosed to the market by the Company, Directors, Officers,
         members of Audit Committees, Employees with access to Relevant
         Information and members of other technical or consulting Company
         bodies, as well as by any individual who, by virtue of his/her
         position, function or standing in the Subsidiaries and Associated
         Companies, who has signed the Statement of Agreement, becomes aware of
         a Relevant Information on the Company, whenever a corporate merger,
         total or partial split up, transformation or reorganization is being
         contemplated.

         7.1.1.   The prohibition above will cease within twenty-four (24) hours
                  from the moment when the Company publicly discloses a Relevant
                  Act or Event, except if the trading of Company shares by any
                  individual mentioned above, after the disclosure of a Relevant
                  Act of Event, might potentially impact the Company business
                  conditions, to the detriment of Company shareholders or the
                  Company itself.

7.2.     Direct or indirect Controlling Shareholders, Directors and Officers
         shall not trade Securities whenever options or mandates for the
         acquisition or disposal of shares issued by the Company are in the
         process of being granted or have been granted by the Company,
         Subsidiary and Associated Companies or any other company under common
         control with them.

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7.3.     The Company Board of Directors shall not determine the acquisition or
         disposal of own shares until the following transactions are made known
         to the public through the publication of a Relevant Event:

         (i)      signing of any contract or agreement designed to transfer the
                  Company shareholding control;

         (ii)     granting of options or mandates for the purposes described in
                  item "i" above; or

         (iii)    plans to carry out a corporate merger, total or partial split
                  up, transformation or reorganization.

                                   SECTION VIII
                                OTHER PROVISIONS

8.1.     Without prejudice to the provisions of CVM Instruction no. 358/02, the
         prohibitions and disclosure obligations prescribed in this Code:

         (i)      are applicable to both trading on stock exchanges and
                  over-the-counter markets, whether or not organized, and
                  trading carried out without the intermediary of a financial
                  institution that is part of the securities dealer system; and

         (ii)     cover trading directly or indirectly carried out by the
                  persons mentioned in CVM Instruction no. 358/02, whether such
                  trading is carried out through a subsidiary or through
                  unrelated persons who are a party to trust or share portfolio
                  management agreements.

8.2.     The provisions herein do not eliminate the responsibility arising from
         legal prescriptions imposed on individuals or legal entities not
         explicitly mentioned in this Code.

8.3.     Any amendments or revisions to this Code shall be submitted to the
         Boards of Directors of TP, TNL and Telemar.

                         Rio de Janeiro, June 28, 2002.