Exhibit 1.1
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                            MASTELLONE HERMANOS S.A.
                           CONSOLIDATED TEXT OF BYLAWS

NAME. SECTION ONE: As a result of the change in its form of organization,
          the general partnership [sociedad colectiva] organized under the name
          "MASTELLONE HERMANOS" shall continue its business as a corporation
          [sociedad anonima] named "MASTELLONE HERMANOS SOCIEDAD ANONIMA".
          REGISTERED OFFICE. SECTION TWO: The Company, which during the time it
          was organized as a general partnership had its registered office in
          Cuartel Quinto, Partido de General Rodriguez, Province of Buenos
          Aires, shall continue its business in Buenos Aires, capital city of
          the Republic of Argentina. The Board of Directors may establish
          branches and agencies or any other kind of representative offices
          within or outside Argentina, whether or not allocating a specific
          capital thereto. DURATION. SECTION THREE: The Company's duration is
          ninety-nine years as from November, 5, 1961, when it was registered as
          a general partnership with the Registro Publico de Comercio [Argentine
          public registry of commercial]. The term of duration may be reduced or
          extended by resolution passed at an Extraordinary General Meeting of
          shareholders. PURPOSES. SECTION FOUR: The Company's purposes are as
          follows: Sale, distribution, transportation, and industrial
          processing, in its own name or on behalf of, or in association with,
          third parties - including all stages of production, processing,
          packaging, bottling, packing, export and import - of raw material,
          products and by-products of the food industry. Production, industrial
          processing and sale of containers of any kind and material as may be
          necessary to pack the products mentioned in the foregoing sentence.
          Establishment and operation of country farms, cattle ranches, and
          similar establishments to breed, raise and fatten livestock of any
          kind, and to sow, harvest and trade plant species typical of
          agricultural developments. Establishment and installation of dairy
          farms, and bird and hog breeding facilities. Trading. Import, and
          export, lease, consignment, distribution and sale of cooling and
          thermal insulating units for vehicles, and establishment of machine
          shops for the assembly and repair thereof. Manufacture, transformation
          and repairs, of any kind and nature, of vehicles, and vehicle bodies,
          cooling and thermal insulating units. Manufacture, construction and
          assembly of boxcars. The Company may carry out its trading and
          industrial activities using Argentine or foreign proprietary and third
          parties' patents. The Company has full legal capacity to fulfill its
          corporate purpose, and may perform all such acts and legal
          transactions as are directly or indirectly related thereto, or a
          direct or indirect consequence thereof, or condition therefore.
          CAPITAL STOCK. SECTION FIVE: The Company's capital stock is
          AR$457,547,269, divided into 263,119,265 non-endorsable, registered
          class "A" shares of common stock, with a par value of AR$1 each and
          one vote per share, and 194,428,004 non-endorsable, registered class
          "B" shares of common stock, with a par value of AR$1 each and five
          votes per share. The capital stock may only be changed by resolution
          of shareholders at an Extraordinary General Meeting in which the
          quorum, whether the meeting is held on first or second call, shall be
          72% of voting shares outstanding, and the resolution shall be passed
          by 72% of the aggregate votes attaching to voting shares outstanding.
          Any change in capital stock shall further comply with applicable
          provisions related to the amendment of bylaws. ISSUANCE OF SHARES -
          PRE-EMPTIVE RIGHT. SECTION SIX: Any issue of shares may be: a) Offered
          for subscription in cash; b) Applied to the capitalization of approved
          dividends, released optional or extraordinary reserves, other than the
          statutory reserve; c) Applied to the capitalization of capital account
          adjustments; and d) Delivered, released in payment of any goods or
          rights as may be acquired by the Company, or in payment of past
          obligations. In the event referred to in a) above, notice of issuance
          shall be published for three successive days in the Argentine


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          Official Gazette and in a widely circulated newspaper in Argentina.
          Holders of shares of common stock shall have a pre-emptive right to
          subscribe the shares issued, ratably with their holdings, within 30
          days following the last publication of notice. Upon expiration of that
          term, shareholders who shall have expressed their intent to subscribe
          shall have an additional term of 15 calendar days, during which they
          may express their intent to exercise the residual pre-emptive right,
          in which event, if there is more than one shareholder in the same
          situation, the remaining shares shall be distributed among them,
          ratably with their respective holdings. If only one shareholder
          desires to exercise such right, such shareholder will be entitled to
          subscribe the full remaining balance of newly issued shares. In the
          events contemplated in b) and c), shares shall be delivered to
          shareholders, once released, in proportion to their respective
          holdings. In the event of d), the relevant resolution shall be adopted
          at an Extraordinary General Meeting of Shareholders, whose agenda
          shall include the matter specifically, and involve the express waiver
          of pre-emptive rights, in accordance with the provisions of section
          197 of Argentine Law 19,550. SHARES AND SECURITIES. SECTION SEVEN: If
          shares are not paid up upon subscription, the relevant subscriber
          shall receive non-endorsable provisional certificates in registered
          form, which may only be transferred upon prior approval by the Board
          of Directors. Notwithstanding said approval, the transferor and the
          transferee shall be jointly and severally liable for full payment of
          the unpaid balance. Upon full payment of the shares, provisional
          certificates will be exchanged for definitive share certificates of
          the relevant class. Default on payment of shares shall be deemed to
          exist by the mere passage of time, without further action or notice.
          In case of default, the Board of Directors is entitled, pursuant to
          the provisions of section 193 of Argentine Law 19,550 to: a) terminate
          the subscription agreement, whereby the subscriber shall lose the
          funds paid to the Company; b) demand performance of the agreement
          through payment of the outstanding balance, plus interest accrued from
          the date the obligation fell due; and c) sell the defaulted securities
          by public auction, in which case the Company shall collect, from the
          proceeds thereof, the unpaid principal amount, interest accrued from
          the date of default and any related expenses. The remaining balance
          shall be delivered to the defaulting debtor. The interest rate
          applicable in b) and c) above shall be equal to the draft discount
          rate quoted by Banco de la Nacion Argentina. Provisional certificates
          and shares meet the requirements of section 211 of Argentine Law
          19,550. Common and preferred shares may only be issued in book-entry
          form. The Company shall acknowledge only one holder per share. If a
          share has more than one holder, its holders shall join in the exercise
          of the rights attaching thereto. SHARE RIGHTS. SECTION EIGHT: Shares
          shall be common or preferred, issued in book entry form, registered
          and non-endorsable. Presently, common shares are class "A", entitling
          their holders to one vote per share, and class "B", entitling their
          holders to five votes per share. If the Company should decide to apply
          for authorization to make a public offering of its shares, then, from
          the date such decision is adopted, the Company may only issue common
          shares entitling to one vote per share. Multiple-vote shares
          previously issued shall remain as such but shall entitle their holders
          to only one vote each for purposes of the special resolutions provided
          for in sections 244 and 284 of Argentine Law 19,550. Preferred shares
          may be issued with or without voting rights; provided, however, that
          they shall always entitle their holders to one vote in the cases
          provided for in section 217 of Argentine Law 19,550. Economic
          privileges may consist in the acknowledgement of preferred dividends,
          or a preferred or additional share in profits, whether cumulative or
          not, a fixed amount, or in the event of liquidation, a preferred share
          in the distribution of capital. All shares shall be issued at par,
          provided that shareholders may, at an Extraordinary General Meeting,
          establish a premium which, after deduction of issuance expenses, shall
          be allocated to a special reserve. CONVERSION. SECTION NINE: If the
          Company should apply for authorization to make a public offering of
          its shares then, from the date it is effectively authorized to do so,
          whether in local or foreign markets, any holder of Class B shares
          willing to

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          transfer any or all of its shares to third parties through the Stock
          Exchange [Bolsa de Comercio] or any other Argentine or foreign entity
          authorized to take part in the public offering of the securities shall
          first request to the Company the conversion of the Class B shares
          intended to be sold into class A shares. The Board of Directors is
          hereby expressly authorized to make such conversion upon request, and
          shall make it within 72 hours thereof, in a manner such that any
          shares transferred with the participation of said markets shall be
          exclusively Class A shares. DEBENTURES. SECTION TEN: Debentures and/or
          corporate bonds [obligaciones negociables] may be issued in accordance
          with applicable legal provisions by resolution adopted at an
          Extraordinary General Meeting of Shareholders. BOARD OF DIRECTORS.
          SECTION ELEVEN: The Board of Directors shall consist of such number of
          members as the shareholders' Meeting determines, which shall be
          neither less than three nor more than ten; the Directors shall remain
          in office for one fiscal year and may be reelected indefinitely in
          whole or in part. The shareholders' meeting may designate an equal
          number of alternates to replace the regular members in the event of
          absence, death or impediment thereof, in the order of their election.
          The shareholders' meeting shall elect a Chairman, a Vice-chairperson,
          and determine the order number of the other members. The
          Vice-chairperson replaces the Chairman in the event of absence, death
          or impediment thereof, and the other members replace the Vice-Chairman
          and the other members "inter se", in accordance with their order
          number. The Alternates, as the case may be, shall join the Board of
          Directors in the last order elected. The Board of Directors meets at
          least once every three months. It shall keep a book of minutes wherein
          any dealings and resolutions shall be entered, and the minutes must be
          executed by all parties attending the meeting. The Board of Directors
          meets validly with attendance by a majority of its members, and shall
          take decisions by a majority of attending votes. The Chairman shall
          have a tiebreak vote in the event of a voting tie. Any Director may
          attend on behalf of another at a meeting of the Board of Directors, by
          a simple letter of proxy, without prejudice to the principal's
          liability, and the latter shall not be counted for the formation of a
          quorum. Each Regular Director, as security for the discharge of
          his/her duties, shall deposit in a bank account or safe deposit, as
          the case may be, at the order of the Corporation, in cash and in
          Argentine or foreign currency, as the case may be, at the rate of
          exchange in effect on the date the bond is posted, or in Government
          securities for the same par value, the amount of ten thousand pesos
          each. The bond may also be replaced by a guaranty, a bank security, a
          chattel mortgage or liability insurance policy, at the name of the
          Corporation, or by any other means acceptable pursuant to applicable
          law, for the referred amount of ten thousand pesos. Such bond shall
          cover the term for which the Regular Directors have been elected, and
          remain in effect for three years after the Director ceases to be in
          office. The compensation of the Board of Directors shall be determined
          by the shareholders' Meeting, without prejudice to any other
          compensation that may be determined for the members by reason of the
          performance of special or technical-administrative duties, and the
          Board of Directors itself shall determine the sum that will correspond
          to each of its members. POWERS AND DUTIES OF THE BOARD OF DIRECTORS.
          SECTION TWELVE: The Board of Directors shall have the following powers
          and duties: a) To act as legal representative of the Company, through
          the Chairman, who shall be the only person authorized to sign in the
          name of the Company, without prejudice to any powers of attorney as
          may be granted; b) To manage the business and affairs of the Company,
          to which end it has full power and authority to perform such acts and
          make such business arrangements as are necessary for, or incidental
          to, the fulfillment of the corporate purpose, including those acts as
          are required to be performed under a special power of attorney,
          pursuant to section 1881 of the Civil Code and section 9 of Executive
          Order No. 5965/63; c) To appoint and terminate employees and general
          or special managers, to grant general or special powers of attorney to
          act before any private or public entity, or in legal proceedings,
          including powers of attorney to file criminal actions and to examine
          and be cross-examined. Any of these powers and duties may be

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          delegated to any member of the Board of Directors, in which case the
          special compensation payable in consideration therefore shall be
          determined by resolution of shareholders; e) To transact business with
          public or private sector credit institutions, with the following
          banks: Central de la Republica Argentina, de la Nacion Argentina, de
          la Provincia de Buenos Aires, Nacional de Desarrollo, Hipotecario
          Nacional and any other Argentine or foreign banks, whether public or
          private. To such end, the Board of Directors may conduct any banking
          or credit transaction, draw checks, notes and bills of exchange,
          conduct documentary credit transactions, in Argentine and foreign
          markets, subject only to such limitations as may be imposed by
          applicable regulations; d) To distribute interim dividends under the
          provisions of paragraph two, Section 224 of Argentine Law 19,550; f)
          To perform any and all other acts provided for in these Bylaws and
          applicable legal provisions, without limitations other than those
          imposed by law and the Company's purposes; g) In addition to the
          duties inherent to the office, the Chairman of the Board shall be the
          Company's general manager. The Chairman's compensation for his/her
          duties as general manager shall be determined by resolution of
          shareholders in accordance with paragraph four, section 261 of
          Argentine Law 19,550. STATUTORY AUDITORS' COMMITTEE. SECTION THIRTEEN:
          The Company's business and affairs shall be supervised by a Statutory
          Auditors' Committee [Comision Fiscalizadora] consisting of three (3)
          Regular Statutory Auditors and three (3) Alternate Statutory Auditors,
          who will be elected for one fiscal year at a General Meeting of
          Shareholders. The Statutory Auditors' Committee shall have the powers
          and duties set forth in the Argentine Law 19,550, and the compensation
          of its members shall be determined by resolution of shareholders.
          Common shares shall entitle its holders to only one vote for the
          election of members of the Statutory Auditors' Committee. Its
          resolutions shall be passed by an absolute majority of its members. A
          Book of Minutes of the Meetings of the Statutory Auditors' Committee
          shall be kept to enter record of all proceedings and resolutions
          passed. The compensation of Statutory Auditors shall be determined by
          resolution of shareholders, who may establish in advance of each
          fiscal year the monthly compensation payable to each of them. MEETINGS
          - NOTICE. SECTION FOURTEEN: Meetings shall be General or Extraordinary
          depending on the business to be transacted thereat, in accordance with
          the provisions of Sections 234 and 235 of Argentine Law 19,550.
          Meetings shall be called by the Board of Directors or the Statutory
          Auditors' Committee, as the case may be. Upon a request of
          shareholders holding in the aggregate 5% of the Capital Stock, the
          Board of Directors shall call a meeting to be held within forty days
          thereafter, for the purpose of discussing the matters included in the
          relevant request as well as any other matter as may be deemed
          convenient. If shareholders representing 100% of the Capital Stock are
          present at a Meeting of Shareholders, and resolutions are adopted
          unanimously, publication of notice of meeting shall not be required.
          Otherwise, the notice of meeting shall be published for five days, at
          least ten days in advance of the date scheduled therefore, in the
          National Official Gazette and in a widely circulated newspaper in
          Argentina, for first calls, and for three days, at least eight days in
          advance, for second calls. A meeting of shareholders to be held on
          second call due to lack of quorum shall be held within thirty days
          after the date scheduled for the meeting on the first call. QUORUM AND
          RESOLUTIONS. SECTION FIFTEEN: The presence of shareholders holding
          fifty percent plus one share of all subscribed voting shares shall
          constitute a quorum at a General Meeting on first call. General
          Meetings on second call shall have a quorum whatever the number of
          voting shares present. The presence of shareholders holding 60% of the
          subscribed voting shares shall constitute a quorum at an Extraordinary
          Meeting on first call. Extraordinary Meetings on second call shall
          have a quorum with the presence of shareholders holding, in the
          aggregate, 50% of subscribed voting shares. Resolutions shall be
          adopted by a majority of votes, except that: a) resolutions concerning
          the special matters provided for in section 244 of Argentine Law
          19,550 require the affirmative vote of 62% of subscribed voting
          shares, without application of multiple voting of shares, and
          irrespective of whether the meeting is held on first or

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          second call. b) For amendments to Section Five (Capital Stock) and/or
          Nine (Conversion) and/or Fifteen (Quorum and Resolutions) and/or
          Seventeen (Use of Realized and Liquid Profits), the Extraordinary
          Meeting of Shareholders, whether held on first or second call, shall
          have a quorum only if 62% of voting and outstanding shares are
          present, and resolutions thereat shall be passed by no less than 62%
          of the voting power carried by all shares outstanding. CHAIRMAN.
          REPRESENTATION. SECTION SIXTEEN: Meetings of Shareholders shall be
          chaired by the Chairman of the Board, or in the absence of the latter,
          by the appropriate substitute in such body. If no Director is present
          at a meeting, the chairman for such meeting shall be appointed by
          resolution of a majority of votes present. Any shareholder may appoint
          any person to act as his/her proxy at a meeting of shareholders, which
          capacity may be evidenced by a private instrument bearing the
          shareholder's signature, certified by a court officer, a notary public
          or a bank. FISCAL YEAR. SECTION SEVENTEEN: The Company's fiscal year
          shall end on December 31 of each year, as of which date financial
          statements shall be prepared in accordance with applicable regulations
          and technical standards. The fiscal year-end date may be changed by
          resolution of shareholders, which shall be filed with Registro Publico
          de Comercio, and notified to the Control Authority. Liquid and
          realized profits shall be applied as follows: a) 5% thereof, up to an
          amount equal to 20% of the subscribed capital, to the statutory
          reserve; b) to compensation of the Directors and Statutory Auditors;
          c) to distribution of dividends on preferred shares, subject to
          priority of unpaid accrued dividends; d) 50% of the remaining balance,
          to cash dividends payable on common stock; e) Finally, the remaining
          balance, in whole or in part, to additional share in profits of
          preferred shares and additional distribution of dividends on common
          shares, or to an optional allowance or reserve, or to a new account,
          or to such other purpose as may be determined at a Meeting of
          Shareholders. Dividends shall be distributed in proportion to the
          amounts respectively paid up on shares, within one year of declaration
          thereof. Unclaimed dividends shall revert to the Company after three
          years from the date they were made available to shareholders.
          LIQUIDATION. SECTION EIGHTEEN: The liquidation will be carried out by
          the Board of Directors or a Liquidation Committee appointed by
          resolution of shareholders. Any Liquidation Committee so appointed
          shall function in the manner prescribed in these Bylaws for the Board
          of Directors and shall have the same powers as the Board of Directors,
          provided they are incidental to their duties. After payment of
          liabilities and reimbursement of capital, any remaining balance shall
          be distributed among shareholders according to the preferences set
          forth in the foregoing section. The final liquidation balance sheet
          shall be published and filed with Registro Publico de Comercio.


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