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                                 COMPANY BYLAWS

                       TELEMIG CELULAR PARTICIPACOES S.A.
                             PUBLICLY HELD COMPANY
             CNPJ/MF NO. 02.558.118-0001-65 NIRE NO. 553.0000.577-0

                                     BYLAWS

                                   CHAPTER I

                         CHARACTERISTICS OF THE COMPANY

            Article 1 - TELEMIG CELULAR PARTICIPACOES S.A. is a publicly held
company ruled by these Bylaws and by the applicable legislation.

            Article 2 - The Company has the following corporate object:

            I.  to control companies engaged in the exploitation of Mobile
                Cellular Telephone Services, in the respective areas of
                concession or areas authorized for exploitation.

            II. to promote, through controlled or affiliated companies, the
                expansion and implementation of mobile telephone services in
                their respective areas of concession or authorization;

            III. to promote, perform or direct the raising of funds, from
                internal or foreign investors for application by the Company or
                by their subsidiaries;

            IV. to promote and encourage study and research activities aiming at
                the development of the mobile telephone industry;

            V.  to perform, directly or through controlled or subsidiary
                companies, technical specialized services related to the area of
                mobile telephony;

            VI. to promote, encourage and coordinate, directly or through
                controlled or subsidiary companies, teaching and training of the
                personnel required for the mobile telephone industry;

            VII. to carry out or promote importation of goods or services for
                and/or through controlled or subsidiary companies;

            VIII. to perform other activities similar or related to its core
                object; and

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            IX. to own equity interest in other companies.

            Article 3 - The Company has its seat and headquarters in the city of
Brasilia, Federal District, and when authorized by the Board of Directors,
provided compliance with Article 30 of these Bylaws, branches and offices may be
opened in any part of the country or abroad.

            Article 4 - The company shall operate for an indefinite term.

                                   CHAPTER II

                                 CAPITAL STOCK

      Article 5 - The subscribed and fully paid up share capital is three
hundred and thirty-six million, five hundred thousand reais (R$ 336,500,000.00),
represented by three hundred and fifty billion, seventy-two million, one hundred
and ten thousand, six hundred and ninety-four (350,072,110,694) shares, of which
one hundred and thirty billion, one hundred and ninety-eight million, one
hundred and thirty-two thousand, eight hundred and sixty-two (130.198.132.862)
are common shares and two hundred and nineteen billion, eight hundred and
seventy-three million, nine hundred and seventy-seven thousand, eight hundred
and thirty-two (219,873,977,832) are preferred shares, all registered and
without par value.

            Article 6 - The Company is authorized to increase the capital stock,
by resolution of the Board of Directors, up to the limit of seven hundred
billion (700,000,000,000) ordinary or preferred shares, observing the legal
limit of two-thirds (2/3) for the issuance of preferred shares without voting
rights.

            Article 7 - The Company may increase its capital stock, by
resolution of the General Meeting or of the Board of Directors, through the
capitalization of accumulated profits or previous reserves set up for this
purpose by the General Meeting.

            Paragraph 1 - Capitalization may be made without change in the
number of shares.

            Paragraph 2 - Capitalization is not compulsory for any balance of
profits or reserves, which amount to less than one percent (1%) of the capital
stock.

            Article 8 - The capital stock is represented by no-par, ordinary and
preferred shares, and the capital may be increased, without regard to the
proportion of each type of shares.

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            Article 9 - The preemptive rights regarding the issuance of shares,
subscription bonuses or convertible debentures may be excluded, by resolution of
the General Meeting or of the Board of Directors, in the cases foreseen in
Article 172 of the Corporate Law.

            Article 10 - Each ordinary share shall have the right to one vote in
resolutions of the General Meeting.

            Article 11 - Preferred shares will not be entitled to vote, except
in the event described in the Sole Paragraph hereof, and in the Sole Paragraph
of Article 14, provided, however, that preferred shares will have a preference
in the case of capital reimbursement, without a premium, and will be entitled to
receive, on a preferential basis, minimum, noncumulative dividends according to
the greater of the following criteria:

            I - six percent (6%) per annum of the amount resulting from the
division of the subscribed capital stock by the amount of outstanding shares of
the Company; or

            II - right to share in the dividend to be distributed under Article
41 of these Bylaws based on the following criteria:

                  a) preference to receive a minimum non cumulative dividend
corresponding to three percent (3%) of the net equity value of each share; and

                  b) right to share in the profits to be distributed on equal
conditions with common shares, after common share have been paid a dividend
equal to the minimum preferential dividend mentioned in letter "a" above.

            Sole Paragraph - The preferred shares shall acquire voting rights if
for three (3) consecutive years the Company fails to pay minimum dividends on
them, under the terms of the caput of this article.

            Article 12 - The shares of the Company are book shares, and shall be
maintained in an escrow account in a financial institution, in the name of their
holders, without issuance of certificates.

                                   CHAPTER III

                                 GENERAL MEETING

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            Article 13 - The General Meeting is the higher managerial body of
the Company, with powers to resolve upon all businesses relative to the
corporate object and to take all the necessary actions for the defense and
development of the Company.

            Article 14 - In addition to the attributions foreseen in law, the
following is exclusively incumbent upon the General Meeting:

            I. to establish the global remuneration of the members of the Board
               of Directors and Executive Board and the individual remuneration
               of the members of the Audit Board; and

            II. to approve in advance the execution of any long-term agreements
               between the Company or its subsidiaries, on one side, and the
               controlling shareholder or subsidiaries, affiliates, companies
               under common control or controllers of the latter, or which are
               by any other form related to the Company, except when such
               agreements are ruled by uniform clauses.

            Sole Paragraph - Without prejudice of the provisions of Article 115,
Paragraph 1 of Law No. 6404/76, the holders of preferred shares shall be
entitled to vote in the general meeting resolutions referred to in subitem II of
this Article, as well as in those referring to amendment or revocation of the
following provisions of the Bylaws:

            1. Subitem II of Article 14 and its Sole Paragraph;

            2. Sole Paragraph of Article 15; and

            3. Article 49

            Article 15 - The General Meeting shall be convened by the Board of
Directors, or in the form stipulated in the Sole Paragraph of Article 123 of Law
No. 6404/76. When the General Meeting is convened by the Board of Directors this
must be substantiated by the Chairman of the Board.

            Sole Paragraph - In the cases of Article 136 of Law 6404/76, the
first call for the General Meeting shall be made at least thirty (30) days in
advance, and the second call at least ten (10) days in advance.

            Article 16 - The General Meeting is installed by the Chief Executive
Officer of the Company or, in his absence or impediment, by any Officer, or by
an Attorney-in-fact duly vested with specific powers for this purpose. When in
attendance, the Chief Executive Officer shall preside the General Meeting and
appoint the Secretary. In the

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absence of the Chief Executive Officer, the General Meeting shall elect the
Chairman of the Meeting and the respective Secretary.

            Article 17 - The discussions and resolutions of the General Meeting
shall be recorded in minutes drawn in the proper book and signed by all members
of the presiding board and by shareholders present representing, at least, the
majority required for the resolutions to be approved.

            Paragraph 1 - The Minutes of Meeting may be drawn in summary form
including dissident votes and objections.

           Paragraph 2 - Unless otherwise resolved by the General Meeting, the
Minutes of Meeting shall be published without the signature of the shareholders.

            Article 18 - A General Ordinary Meeting shall be held within the
four months immediately subsequent to the end of the fiscal year to:

            I.    examine the management accounts and discuss and vote the
                  income statements;

            II.   resolve upon destination of the net profit for the fiscal year
                  and distribution of dividends; and

            III.  elect the members of the Audit Board and, should this be the
                  case, the members of the Board of Directors.

            Article 19 - General Extraordinary Meetings shall be held, whenever
required by company interest.

                                   CHAPTER IV

                               COMPANY MANAGEMENT

                                   SECTION I

                                 GENERAL NORMS

            Article 20 - The management of the Company shall be conducted by the
Board of Directors and by the Executive Board.

            Paragraph 1 - The Board of Directors, a joint committee, conducts
the higher management of the Company.

            Paragraph 2 - The Executive Board is the representative and
executive body of the Company, and each of its members acts within their
respective competence.

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            Paragraph 3 - The attributions and powers conferred by law to each
of these governing bodies cannot be conferred to another body in the company.

            Article 21 - The Members of the Board of Directors shall take office
by signing the Term of Investiture to be recorded in the Book of Minutes of
Meeting of the Board of Directors or of the Executive Board, as the case may be.

            Article 22 - The members of the Board of Directors shall be elected
for a term of three (3) years, reelection being permitted.

            Sole Paragraph - The terms of the members of the Board of Directors
shall be extended until their successors have been invested.

                                   SECTION II

                               BOARD OF DIRECTORS

            Article 23 - In addition to the attributions set forth by law, it is
incumbent upon the Board of Directors:

            I.          to approve the annual budget of the Company, and of its
                  controlled companies, in addition to the plan of business
                  goals and strategies applicable to the budget period;

            II.         to resolve upon the increase of the Company capital
                  stock up to the authorized limit, and to resolve upon the
                  issuance of subscription bonuses, and exclusion of the
                  preemptive rights of shareholders, setting the conditions for
                  issuance and placement of shares or subscription bonuses;

            III.        to authorize the issuance of commercial papers for
                  public subscription;

            IV.         to resolve upon, with powers delegated by the General
                  Meeting, on the conditions for the issuance of debentures, as
                  provided in Paragraph 1 of article 59 of Law No. 6404/76;

            V.          to authorize the sale of debentures, including
                  convertible debentures issued by the Company and held as
                  treasury papers;

            VI.         to authorize the acquisition of shares issued by the
                  Company, for cancellation or to be held as treasury shares to
                  be disposed of at a later date;

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            VII.        to approve the acquisition or disposal by the Company of
                  equity interest in other companies;

            VIII.       to authorize the exchange of shares or other securities
                  convertible in shares issued by controlled companies;

            IX.         to authorize the disposal of, or lien on any assets that
                  are part of the Company' s fixed assets;

            X.          to authorize the acquisition of fixed assets, the
                  individual value of which exceeds one percent (1%) of the net
                  equity of the Company.

            XI.         to authorize the waiver of any rights to subscribe
                  shares, convertible debentures or subscription bonuses issued
                  by controlled companies;

            XII.        to approve, within the limits of the authorized capital
                  stock, the concession of call options for the purchase of
                  shares by their directors, employees and individuals that
                  render services to the Company or to its controlled companies.

            XIII.       to authorize the offer of secured or fide-jussio
                  guarantees by the Company on behalf of third parties or
                  controlled company.

            XIV.        to authorize the practice of gratuitous acts on behalf
                  of the employees or of the communities, considering the
                  Company' s social responsibility; however, the offer of surety
                  or guarantee to employees in the case of interstate and/or
                  intermunicipal transfers and/or relocations, should not
                  constitute matter requiring previous approval of the Board of
                  Directors;

            XV.         to approve the execution of loan or lease agreements,
                  and the issuance of trade notes, the value of which exceeds
                  one percent (1%) of the net equity of the Company, as well as
                  of its controlled companies;

            XVI.        to authorize the investment in new businesses or the
                  creation of a subsidiary;

            XVII.       to resolve upon the approval of the program of
                  "Depositary Receipts" to be issued by the Company;

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            XVIII.      to submit to the approval of the General Meeting the
                  closing of any business or operation included among those
                  mentioned in subitem II of Article 14 of these bylaws;

            XIX.        to authorize the a Company, as well as its controlled or
                  affiliated companies to enter, amend or terminate
                  shareholder's agreements;

            XX.         to approve the policy of the Company's complementary
                  pension fund, as well as the collective agreements;

            XXI.        to approve the Internal Regiment of the Board of
                  Directors;

            XXII.       to approve the proposal of the Executive Board as
                  regards the Regiment of the Company, with its respective
                  organizational structure, which includes the attributions and
                  authority of the Executive Officers of the Company;

            XXIII.      to elect and remove, at any time, the Executive Officers
                  of the Company, including the Chief Executive Officer,
                  stipulating their duties, observing compliance with the
                  provisions of these bylaws;

            XXIV.       to divide the global remuneration amount among the
                  members of the Board of Directors and Executive Board,
                  stipulating their individual remuneration;

            XXV.        to establish guidelines for the exercise of voting
                  rights by representatives of the Company, in the General
                  Meetings of controlled or affiliated companies;

            XXVI.       to appoint representatives of the Company to participate
                  of the management of companies in which it holds an equity
                  interest; and

            XXVII.      carry out any other activities delegated by the General
                  Meeting.

            Sole Paragraph - The Board of Directors may delegate to any member
of the Executive Board, the authority to resolve upon items IX and XIV of this
Article, setting limits or not for the performance of such functions.

            Article 24 - The Board of Directors is formed by three (3) to eleven
(11) full members, one of which shall be the Chairman of the Board, and another
one the Vice-President; each full member shall have a deputy to substitute for
him in case of impediment, and temporary or definitive absences, until the
investiture of the successor.

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            Article 25 - The members of the Board of Directors shall be elected
by the General Meeting, and shall choose, from among them, the Chairman and the
Vice President of the Board.

            Sole Paragraph - In case of vacancy of the seat of Full Member, and
if the respective deputy is not invested, the remaining Members of the Board
shall appoint, from among them, the substitute to serve until the next General
Meeting.

            Article 26 - The Board of Directors shall hold an ordinary meeting
at each calendar quarter, and extraordinary meetings when convened by the
Chairman or by two (2) Members of the Board; The Minutes of Meeting shall be
drawn in the proper book.

            Sole Paragraph - The meetings shall be convened by letter, cable or
fax, and these shall be delivered at least ten (10) days in advance, except in
really urgent cases, at the exclusive discretion of the Chairman of the Board of
Directors; the call notice shall contain the agenda of issues to be discussed.

            Article 27 - The resolutions of the Board of Directors shall be
approved by absolute majority of votes, with the presence of the majority of its
members, and it shall be incumbent upon the Chairman of the Board, should this
be the case, to execute any acts required to ratify such resolutions.

                                  SECTION III

                                EXECUTIVE BOARD

            Article 28 - The Executive Board is formed by one (1) Chief
Executive Officer and two (2) Executive Officers, as follows:

            a) Chief Financial Officer;

            b) Chief Officer - Human Resources.

            Article 29 - In case of his absence or temporary impediment, the
Chief Executive Officer shall be substituted by the Chief Financial Officer.

            Paragraph 1 - In case of simultaneous absence or impediment of the
Chief Executive Officer and of the Chief Financial Officer, the Chief Executive
Officer shall be substituted by the Chief Officer of Human Resources.

            Paragraph 2 - In case of their absence or temporary impediment, the
Chief Financial Officer or the Chief Officer of Human Resources shall be
substituted by another member of the Board appointed by the Chief Executive
Officer.

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            Paragraph 3 - In case of vacancy in the Board of Directors, the
Board shall elect a substitute to complete the term of the Member replaced.

            Article 30 - Provided compliance with the provisions contained in
these Bylaws, the Company shall be bound by: (i) the joint signature of two (2)
Officers, of which one shall necessarily be the Chief Executive Officer; (ii)
the signature of one (1) Officer together with an attorney; or (iii) the joint
signature of two (2) attorneys, vested with specific powers.

                  Sole Paragraph - the powers-of-attorney granted by the
Company, with the joint signature of two (2) Officers, one of which shall
necessarily be the Chief Executive Officer, shall specify the powers conferred
thereby, and except for those granting "ad-judicia" powers shall be valid for a
maximum period of one (1) year.

            Article 31 - The following shall be specifically incumbent upon each
member of the Executive Board:

            I - CHIEF EXECUTIVE OFFICER - The accomplishment of the policy,
guidelines and activities related to the core object of the Company, as
stipulated by the Board of Directors.

            II - CHIEF FINANCIAL OFFICER - The accomplishment of the policy,
guidelines and economic-financial and accounting activities of the Company, as
stipulated by the Board of Directors.

            III - CHIEF OFFICER - HUMAN RESOURCES - Carry out and direct the
actions relating to the management of the Company, comprising the recruitment,
dimensioning, training and development of the Human Resources of the Company, as
specified by the Board of Directors.

                                   CHAPTER V

                                  AUDIT BOARD

            Article 32 - The Audit Board is an inspection organ of the Company
Management, and it shall operate on permanent basis.

            Article 33 - The Audit Board shall be formed by three (3) to five
(5) full members and the same number of deputy members.

            Paragraph 1 - The term of the members of the Audit Board expires on
the date of the first Ordinary General Meeting held after the respective
election, reelection

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being permitted; the members shall remain in office until the investiture of the
new members.

            Paragraph 2 - On the first meeting held, the Audit Board, shall
elect the Chairman, upon whom it shall be incumbent to fulfill the resolutions
approved by the Board.

            Paragraph 3 - The Audit Board may request the assignment by the
Company of qualified personnel to provide secretarial work and technical
support.

                  Art.34 - The Audit Board shall hold ordinary meetings at each
calendar quarter, and extraordinary meetings shall be held whenever required.

            Paragraph 1 - The meetings shall be convened by the Chairman of the
Audit Board or by two (2) members of the Audit Board.

            Paragraph 2 - The resolutions of the Audit Board shall be approved
by absolute majority of votes, with the presence of the majority of its members.

            Article 35 - The members of the Audit Board are substituted, in
their absence or impediment, by their respective deputies.

            Article 36 - In addition to the case of death, resignation, removal
and other reasons stipulated in law, the seat of the members of the Audit Board
shall be vacated if a member of the Audit Board fails to attend, without cause,
two (2) consecutive meetings or three (3) alternate meetings during the same
fiscal period.

            Sole Paragraph - Should there be a vacancy in the Audit Board, and
if the deputy member does not substitute for the full member, a General Meeting
shall immediately be held to elect the substitute.

                                   CHAPTER VI

                       FISCAL YEAR AND INCOME STATEMENTS

            Article 37 - The fiscal year of the company shall coincide with the
calendar year.

            Article 38 - At the end of the fiscal period, the Management shall
prepare the Balance Sheets and other financial statements required by Law.

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            Article 39 - The Board of Directors shall submit to the General
Meeting, together with the financial statements, a proposal for destination of
the net profits for the year, observing, however, the provisions of the Law and
of these Bylaws.

            Article 40 - In addition to the capital reserves required by law,
the General Meeting may allocate up to ten percent (10%) of the net profits,
adjusted as foreseen in Article 202 of Law 6404/76, to constitute a reserve to
reinforce the working capital; the amount of this Reserve shall not exceed ten
percent (10%) of the net equity recorded for the Company.

            Sole Paragraph - The general meeting may also allocate to the
establishment of an Investment Reserve the remaining balance of the net profit
of the year, with due justification by the officers by means of a capital
budget, for the purpose of financing the expansion of the business of the
Company or the creation of new ventures. Its establishment may not adversely
affect the payment of the minimum compulsory dividend established in article 41
and its balance, jointly with the balance of the other profit reserves, except
for the profits realizable, may not exceed the share capital, subject to the
capitalization or distribution of dividends in the amount of any excess.

            Article 41 - The shareholders are entitled to a minimum compulsory
dividend of twenty-five (25%) percent of the net profits for each fiscal period,
adjusted as foreseen in Article 202 of Law 6404/76.

            Article 42 - The amount corresponding to the minimum compulsory
dividend shall be allocated first to the payment of the dividend of the
preferred shares, as foreseen in Article 11 of these Bylaws, up to the limit of
the preferred rights; following this, shall be paid the dividend of the ordinary
shares, until each ordinary share has received a dividend equal to that paid to
the preferred shares; the balance of the minimum compulsory dividend, if any,
shall be allocated under equal conditions, to both types of shares.

            Sole Paragraph - If the amount of the minimum compulsory dividend is
not sufficient to pay the priority dividend of the preferred shares, the minimum
compulsory dividend shall be increased to the amount required to satisfy such
payment.

            Article 43 - After payment of the minimum compulsory dividend, the
General Meeting shall resolve upon the destination of the balance of the net
profit of the fiscal year. The management may present an allocation proposal
including: (i) payment of a supplementary dividend to the shareholders; (ii)
establishment of the Investment Reserve according to article 40, sole paragraph
of these By-laws.

            Article 44 - By resolution of the Board of Directors, the Company
may pay, or credit as dividend, interest on own capital, under the terms of
Article 9 of Law 9249, of

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December 26, 1995. The interest paid shall be offset by the value of the minimum
compulsory dividend owed from the fiscal year, both to the holders of ordinary
and preferred shares.

            Article 45 - By resolution of the Board of Directors, and provided
compliance with the limitations in force, the Company may:

      (I)   Prepare semiannual balance sheets or at shorter periods, and, based
            on these, declare dividends; and

      (II)  declare intermediary dividends to be credited to the account of
            retained interests or to the profit reserves existing at the closing
            of the last annual or semiannual balance sheet.

            Article 46 - By resolution of the Board of Directors, the Company
            may assign part of the profits to the Management and to its
            employees.

            Article 47 - The dividends not claimed within three 3 (three) years
shall revert to the benefit of the Company.

                                  CHAPTER VII

                           LIQUIDATION OF THE COMPANY

            Article 48 - The Company shall be dissolved and liquidated in the
cases foreseen in Law, or by resolution of the General Meeting, which will
stipulate the manner of liquidation, and will elect the liquidator and the audit
board for the period of liquidation, as well as their respective fees.

                                  CHAPTER VIII

                        GENERAL AND TEMPORARY PROVISIONS

            Article 49 - The approval by the Company, through its
representatives, of merger, spin-off, incorporation or dissolution of its
controlled companies, shall be preceded by an economic-financial analysis
carried out by an independent and internationally acknowledged company
confirming that all companies concerned are receiving fair and equal treatment
and that their shareholders shall have ample access to the report on such
analysis.

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                                 COMPANY BYLAWS

                                ANTONIO JOSE RIBEIRO DOS SANTOS

                                   CHIEF EXECUTIVE OFFICER

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