Saraiva S.A. Livreiros Editores / Year Ended December 31, 2003 / Independent auditors’ opinion

To the
Directors and Shareholders of
Saraiva S.A. Livreiros Editores
São Paulo - SP

1. We have examined the balance sheet of Saraiva S.A. Livreiros Editores (“Editora”) and the consolidated balance sheet of Editora and its subsidiaries as of December 31, 2003, and the respective statements of income, of changes in shareholders’ equity, and of changes in financial position, corresponding to the year ending on that date, drawn up under the responsibility of their management. Our responsibility is to express an opinion on these financial statements.

2. Our examination was conducted in accordance with the auditing norms applicable in Brazil and comprised: (a) planning the work, taking into account the relative importance of balances, the volume of transactions and the internal accounting and control systems of Editora and its subsidiaries; (b) checking, on a test basis, the evidence and registers that support the values and accounting information published; and (c) assessing the more representative accounting practices and estimates adopted by the management of Editora and its subsidiaries, as well as the presentation of the financial statements taken as a whole.

3. In our opinion, the above-mentioned financial statements fairly represent, in all relevant aspects, the equity and financial position of Saraiva S.A. Livreiros Editores and the consolidated equity and financial position of Editora and its subsidiaries, as of December 31, 2003, the results of their operations, the changes in shareholders’ equity and the changes in financial position, corresponding to the year ending on that date, according to the accounting practices adopted in Brazil.

4. The financial statements of Saraiva S.A. Livreiros Editores and the consolidated financial statements of Editora and its subsidiary Livraria e Papelaria Saraiva S.A. corresponding to the year ending on December 31, 2002, presented for comparison, were audited by us and our opinion, without reservations, was dated March 10, 2003.

March 11, 2004

KPMG Auditores Independentes
CRC 2SP014428/O-6

Adelino Dias Pinho
Accountant CRC 1SP097869/O-6