VII. Auditor's Report


1. We have audited the Balance of the ICP - Instituto das Comunicações de Portugal (ICP) as at 31 December 2001, as well as the Statement of Results by category and by functions with respect to the fiscal year ending on that date and the Cashflow Statement, and the respective Annex. These Financial Statements are the responsibility of the Institute's Board of Administration; our duty as auditors is to express an opinion on same, based on our audit.

2. Except for the limitation described in paragraph 3 below, our audit was conducted in accordance with International Auditing Standards. Such norms require that the audit be planned and carried out in such a way as to obtain a reasonable level of assurance that the Financial Statements do not contain materially relevant distortions. An audit includes verification, based on sampling, of the proof supporting the figures and information in the Financial Statements. It also comprises assessment of the accounting principles adopted and evaluation of the significant estimates effected by the Administration and assessment of the Financial Statements' presentation. We believe that the audit in question is sufficient basis for us to express our opinion.

3. As mentioned in Notes 3 i) and 31 of the Annex, and in accordance with Article 28 of Decree-Law no. 283/89 of 23 August, a legal text that approved the statutes, the ICP assumed responsibility for the payment of retirement and survival pensions for employees co-opted from the CTT, most of whom joined the ICP staff in August 1991. In accordance with the said legal text, the CTT assumed responsibility for delivery of the sums corresponding to the liabilities from the period before their integration in the ICP, which according to the independent actuarial study had reached EUR 8,712,962 on 31 December 2001.
      
The CTT has to date not settled the aforesaid amounts. In wake of negotiations meanwhile undertaken by the two entities, uncertainty remains as to the time limits and exact amounts to be paid by the CTT. We are thus not in a position to conclude whether the sum to be received from the CTT, posted on the assets side under other debtors, for the amount of EUR 8,712,962, is recoverable, nor on the reasonableness of the sum to pay, the same amount, posted on the liabilities side under other creditors, regarding liabilities with retirement and survival pensions for the period before integration in the ICP staff.

4. In our opinion, except for possible effects of adjustments that might be necessary were it not for the limitation mentioned in paragraph 3, the Financial Statements appropriately represent, in all relevant aspects, the financial situation of the ICP - Instituto das Comunicações de Portugal on 31 December 2001, as well as the result of its operations in the fiscal year ending on that date, in accordance with accounting principles generally accepted in Portugal.

Lisbon, 15 March 2002

PricewaterhouseCoopers - Auditores e Consultores, Lda.