(1) We have audited the accompanying consolidated balance sheet of EMBRATEL PARTICIPAÇÕES S.A. and subsidiaries as of December 31, 2000 and 1999, and the consolidated statements of income, changes in financial position and changes in shareholders' equity for each of the three years in the period ended December 31, 2000. These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

(2) We conducted our audits in accordance with auditing standards generally accepted in Brazil, which do not differ in any material respect from auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

(3) In our opinion, the consolidated financial statements referred to in paragraph (1) present fairly, in all material respects, the consolidated financial position of Embratel Participações S.A. and subsidiaries as of December 31, 2000 and 1999, the results of their operations and the changes in their financial position, and in shareholders' equity for each of the three years in the period ended December 31, 2000 in conformity with accounting principles in accordance with Brazilian corporate law.

(4) Accounting principles in accordance with Brazilian corporate law vary in certain respects from generally accepted accounting principles in the United States of America. Application of generally accepted accounting principles in the United States of America would have affected shareholders' equity as of December 31, 2000 and 1999 and the results of their operations for each of the three years ended December 31, 2000, to the extent summarized in Note 27 of the consolidated financial statements.

Rio de Janeiro, Brazil,

February 12, 2001.

(Except with respect to the matters discussed in Note 20, items "b.2", "b.3" and "d",
as to which the dates are March 16, 2001, March 31, 2001 and April 24, 2001, respectively)