EXHIBIT 1.1


                          ULTRAPAR PARTICIPACOES S.A.

                                     BYLAWS


                                   CHAPTER I
                    Name, Head Office, Purpose, and Duration

Article 1   The company shall be an authorized capital company called ULTRAPAR
PARTICIPACOES S.A.

Article 2   The company's head office shall be in the City and State of Sao
Paulo, at Av. Brigadeiro Luiz Antonio, No. 1342 - 9(0) andar.

Article 3   The Company's purpose shall be the investment of its own capitals in
the trade, industry and agriculture and in companies providing services, upon
the subscription for or acquisition of shares or quotas in companies.

Article 4   The Company shall have an indeterminate term of duration.

                                   CHAPTER II
                               Capital and Shares

Article 5   The subscribed and paid-in capital stock is six hundred and
sixty-three million, nine hundred and fifty-two thousand, four hundred and
sixty-one reais and sixty centavos (R$663,952,461.60) divided into six hundred
and nine billion, six hundred and ninety-one million, two-hundred and
sixty-eight thousand and eight hundred and twenty-eight (69,691,268,828) shares
of no par value, all of them registered shares, whereas fifty-one billion, two
hundred and sixty-four million, six thousand and twenty-one hundred and seven
hundred and seventy-eight (51,264,621,778) are common shares, and eighteen
billion, four hundred and twenty-six million, six hundred and forty-seven
thousand and fifty (18,426,647,050) are preferred shares.


Paragraph 1 - The company is authorized to increase the capital stock to be
paid in in cash or upon capitalization of credit held in a cash account,
regardless of any amendment to the Bylaws, by a resolution of the Board of
Directors, up to one billion reais (RS1,000,000,000.00), upon the issue of
common and preferred shares, irrespective of the existing proportion, subject
to the limit of two-thirds (2/3) of preferred shares of the overall amount of
issued shares.

Paragraph 2 - Any capital increase to be paid in assets shall be submitted to
the General Meeting's resolution.

Paragraph 3 - At the Board of Directors' discretion, the preemptive rights in
the issue of shares, debentures convertible into shares and subscription bonus,
the placement of which be made upon the sale in stock exchanges or by public
subscription, may be excluded.

Article 6  The preferred shares are book-entry shares and shall be kept in a
deposit account with a financial institution on behalf of the holders thereof,
without issuance of warrants.

Sole Paragraph - The cost of the services of transfer, registration and
issuance of common share warrant, as well as the cost of the service related to
the shares kept in a custody cash account, may be debited to the shareholder.

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Article 7   By a resolution of the Board of Directors, the company may acquire
its own shares to be kept in treasury or canceled up to the amount of the
profit and reserve balance, except for the legal reserve, without any decrease
in the capital stock, subject to the laws in effect.

Article 8   The company may grant stock options to the benefit of its officers
and employees under the terms of the stock option plan passed by the General
Meeting, and said granting may likewise be offered to the officers and
employees of its directly and indirectly controlled entities.

Article 9   Subject to the legal limits, the company may create new classes of
preferred shares or increase those already existing, irrespective of any
proportion to the other kinds and classes of shares.

Article 10   Each common share entitles to one vote in the General Meetings'
resolutions.

Article 11   The General Meeting may authorize the conversion of common shares
into preferred shares upon any shareholders' request, subject to the proportion
provided for in law.

Article 12   Preferred shares are not convertible into common shares; they have
no voting right and entitle the holders thereof to dividends at least ten
percent (10%) higher than those placed to common shares, in addition to
priority in capital refund, without premium, in the event of the company's
liquidation.

                                  CHAPTER III
                                General Meetings

Article 13   The General Meeting shall be called by the Board of Directors on an
annual basis within the first four months and after the closing of the fiscal
year, and on a special basis whenever the company's interest so require.

Paragraph 1 - To take part in the General Meeting, the shareholders shall prove
said capacity upon the submission of the deposit receipt issued by the
financial institution depositary of the book-entry preferred shares, and, in
the event of common shares, upon verifying the book of registration of
registered shares.

Paragraph 2 - The shareholder may be represented in the General Meeting by an
attorney-in-fact appointed less than one year before, who should be a
shareholder, a company's manager, attorney or investment fund manager
representing the members thereof.

Article 14   Except as otherwise provided for in law, the General Meetings shall
be called to order on first call with the attendance of shareholders
representing the majority capital with right to vote, and on second call with
any attendance.

Article 15   The Meetings shall be directed by a presiding board formed by one
Presiding Officer and one or more secretaries chosen by the attending
shareholders.

                                   CHAPTER IV
                                   Management
                                 General Rules

Article 16   The company shall be managed by a Board of Directors and an
Executive Board.

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Paragraph 1 - The management term of the managers, who shall keep in office
until the election and investiture of their substitutes, shall be one (1) year,
reelection being permitted.

Paragraph 2 - The managers' investiture, which shall not depend on pledge,
shall be upon signature on a deed of investiture.

Paragraph 3 - The General Meeting, which has elected them, shall set the
managers' remuneration, which may be reviewed at any other meeting.

                                   CHAPTER V
                               BOARD OF DIRECTORS

Article 17   The Board of Directors shall be formed by four (4) to seven (7)
members, shareholders of the Company, elected by the General Meeting, which may
also remove them from office at any time.

Paragraph 1 - The General Meeting shall appoint among its members the Chairman
of the Board and the Vice-Chairman, who shall replace the Chairman in his/her
occasional non-attendance or absences.

Paragraph 2 - In the event of election of a Director resident and domiciled
abroad, the investiture of said Director shall be conditional on the
appointment of an attorney-in-fact resident and domiciled in the country, with
powers to be served summons in any suit that may be filed against him/her,
based on the corporation law. The validity term of the power of attorney shall
be at least equal to the term of legal forfeiture of the shares (article 287,
II, b, of Law No. 6.404/76).

Article 18   The Board of Directors shall meet on an annual basis once every
three months, and on a special basis whenever called by its Chairman or by any
two (2) Directors.

Article 19   The Board of Directors' meetings shall be called to order with the
attendance of at least three Directors, one of whom shall be the Chairman or
Vice-Chairman, and the resolutions shall be adopted by majority vote, whereas
it will be incumbent on the Chairman, or in his/her absence on the
Vice-Chairman the deciding vote. Any Director temporarily impeded or absent may
be represented in any vote upon written appointment by another Director. In
addition, the Directors absent may cast their vote by letter, cable or
facsimile at the meetings at which there is the attendance quorum set forth in
this article.

Sole Paragraph - In the event of any vacant position in the Board of Directors,
said position shall be filled in at the first General Meeting to be held after
the vacancy is verified.

Article 20   It shall be incumbent on the Board of Directors:

a)   to set the company's general business policy;

b)   to call the General Meetings;

c)   to elect and remove from office the company's Officers and set their
individual duties and fees, when the General Meeting decides on their overall
remuneration;

d)   to choose the Chief Executive Officer among their members;

e)   to approve the increase in the subscribed capital and the form under which
it shall occur, up to the limit of the authorized capital;

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f)   to submit to the General Meeting for approval the allocation of the net
profit adjusted in the fiscal year, as referred to in letter "c" of article 35
hereof;

g)   to oversee the Officers' management; at any time examine the company's
books and papers; request information on any agreement already or about to be
entered into and on any other acts;

h)   to provide opinion on the management report and on the Executive Board's
accounts;

i)   to approve the distribution of semi-annual or interim dividends;

j)   to approve the holding of interest in other Companies;

k)   to propose to the General Meeting the company's winding-up, merger or
consolidation under any form;

l)   to elect and remove from office the Independent Auditors;

m)   to decide on any matters not regulated herein, and resolve on the omitted
cases;

n)   to appoint among the Officers that who shall perform the duties of
Investor Relations Officer.

o)   grant stock options to its officers and employees holding key positions in
the company and its controlled entities, with no preemptive right being granted
to shareholders, in compliance with paragraph 3, article 171 of Law 6404/76,
and establish a Stock Options Plan Management and Implementation Commission
referred to in article 8 of these Bylaws. The Plan Management and
Implementation Commission contemplated hereunder will be made up by such
persons appointed by the Board of Directors, which will further set the terms
governing the operation of said commission.


Article 21   It shall be incumbent on the Chairman of the Board of Directors:

a)   To call the General Meeting whenever the Board of Directors so resolve, or
exceptionally by its own initiative, case in which he/she shall then inform the
call to all further Directors;

b)   call and preside over the Board of Directors' meetings;

c)   inform the dates of the annual meetings and supervise the body's
administrative services; and

d)   to convey the Board of Directors' resolutions to the Executive Board and
guide it the compliance therewith.

Article 22   It shall be incumbent on the Vice-Chairman to replace the Chairman
on his/her occasional absences or impediments and, in the event of vacancy, to
replace him/her up to the next General Meeting that shall elect the new
incumbent.

                                   CHAPTER VI
                                Executive Board

Article 23   The Executive Board shall be formed by four (4) to six (6)
executive officers, shareholders or not, resident in the country, elected by
the Board of Directors one of whom shall

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be the President, another the Vice-President, and all the others Executive
Officers, who, subject to the provisions of letter "n" of article 20, shall not
have any specific designation. The Executive Board's resolutions shall be
adopted by majority vote, whereas it shall be incumbent on the President to
cast the deciding vote.

Sole Paragraph - The Board of Directors shall elect the company's President and
Vice-President among the executive Board's members. It shall be incumbent on
the Vice-President to replace the President in his/her occasional absences or
impediments as well as to perform the specific duties assigned to him/her upon
his/her appointment.

Article 24   The Executive Board shall meet whenever the company's interest so
require, and the resolutions shall be adopted by majority vote, subject to a
quorum of half of the elected members for the meeting to be called to order.

Article 25   It shall be incumbent on the Executive Board to perform the acts
required for the regular operation of the company and management of its
business, subject to the duties and guidelines set by the Board of Directors.

Paragraph 1 - Those acts destined to produce effect before any third parties
shall be signed by two executive officers together, or by one executive officer
and one attorney-in-fact, our two attorneys-in-fact, with special powers.

Paragraph 2 - Upon the act of two of its executive officers, the company may
appoint attorneys-in-fact, whereas their powers of attorney shall specify the
purpose thereof, the powers granted and the validity term, which shall not
exceed one year, except where the power of attorney is granted with powers to
represent the company in court, the validity which shall be for an
indeterminate term.

Paragraph 3 - The prior approval of the Board of Directors shall be required
for the performance of acts that might result in acquisition, disposal, swap
and encumbrance of real property, offer of collateral or personal guarantees;
taking out of loans or waiver of rights the amount of which be in excess of
three percent (3%) of the company's net worth.

Paragraph 4 - Exceptionally, the Executive Board may authorize the company's
representation by one sole executive officer or one especially appointed
attorney-in-fact, by detailing in the minutes of the meeting the purpose and
limits of the powers granted.

Article 26  It shall be incumbent on the President:

a)   to manage, guide and coordinate the company's activities;

b)   to call and preside over the Executive Board's meetings;

c)   to represent the company in court or out of court, either as plaintiff or
as defendant.

Article 27   When elected, it shall be incumbent on the Vice-President to
cooperate with the President in the performance of his/her duties.

Article 28   It shall be incumbent on the Investor Relations Officer to
represent the company before regulatory agencies and further institutions
operating in the capital market, in addition to performing the duties that are
assigned to him by the Board of Directors.

Article 29   The officers without specific designation shall perform, in
addition to the duties assigned to them in the company's Bylaws, all those
other duties assigned to them by the Board of Directors.

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Article 30   It shall be incumbent on two officers, who shall act together:

a)   to represent the company before any third parties, except for the provision
of letter "c" of article 26 above;

b)   the performance of all further acts provided for in article 25 above.

Article 31   The officers may replace each other, subject to the following:

a)   in the event of occasional absence or impediment for a period up to sixty
(60) days, the President shall be replaced by the Vice-President, in the event
of his/her appointment, whereas the latter shall be replaced by one of the
members of the Executive Board appointed in advance by the President.

b)   in the event of vacancy of an officer's position, he/she may be replaced up
to the next Board of Directors' Meeting by the officer appointed by the
President.

c)   the temporary filling in of all further Executive Board's positions upon
the President's decision shall be discretionary.

                                  CHAPTER VII
                                Audit Committee

Article 32   The Audit Committee, which shall not operate on a permanent basis,
shall be formed by three to five sitting members and an equal number of deputy
members elected by the General Meeting, with a term of office of one (1) year,
reelection being permitted.

Article 33   The Audit Committee shall operate whenever so requested by the
shareholders, as provided for in law.

Sole Paragraph - The election, operation, remuneration, authority and duties
and responsibilities of the Audit Committee shall comply with the provisions of
articles 161 to 165 of law 6404/76.

                                  CHAPTER VIII
                                  Fiscal Year

Article 34   The fiscal year shall begin on January 1 and end on December 31 of
each year.

Article 35   After the balance sheet and the financial statements are drawn up,
and after deduction of accumulated losses, provision for income tax payment,
and should this be the case, provision for managers' profit sharing, then the
net profit found shall have the following allocation:

a)   five percent (5%) to form a legal reserve up to the point it reaches twenty
percent (20%) of the capital stock;

b)   fifty percent (50%) to pay mandatory dividends to shareholders, with
offsetting of the semi-annual and interim dividends that may have been
declared;

c)   the balance shall have the allocation decided by the General Meeting,
subject to the Board of Directors' proposal.

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Paragraph 1 - In addition to the annual balance sheet for the period, the
company may further draw up semi-annual balance sheets or still, at any time,
special balance sheets, and the Board of Directors may, upon approval of the
Annual General Meeting, declare interim dividends, to be allocated to the
accumulated profits or profit reserve accounts, subject to the provisions of
paragraph 1, article 204 of Law No. 6.404/76.

Paragraph 2 - Dividends not claimed within three years as of the date they have
been made available to shareholders shall be subject to forfeiture and inure to
the benefit of the company.

Article 36   The General Meeting may grant sharing in the fiscal year profits to
managers.


                                   CHAPTER IX
                               General Provisions

Article 37   The company shall be liquidated in the events provided for in law,
whereupon it shall be incumbent on the General Meeting to determine the form of
liquidation, appoint a liquidator, and elect the Audit Committee which shall
operate the company over the liquidation period.

Article 38   The Minutes of the General Meetings, as well as those of the Board
of Directors' Meetings shall be issued by electronic means, on spare pages and
shall be signed by the attending members, to be then bound into a book. When
these minutes contain resolutions destined to produce effects before third
parties, they shall be filed with the Commercial Registry and published.

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I hereby declare that the above text is a true copy of the original, recorded
in the appropriate book.


Sao Paulo, May 30, 2003

/s/ Elizabeth Kodato

Elizabeth Akemi Ishii Kodato
General Counsel