INDEPENDENT AUDITOR'S OPINION

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

We examined the equity balance sheets for Saraiva S.A. Livreiros Editores and the consolidated equity balance sheets of this Publishing House and its holding prepared on December 31, 2001 and 2000 and the respective income statements, changes to the net equity and cash flow statements corresponding to the fiscal years ending on those dates, prepared under the responsibility of its administration. Our responsibility is to Express an opinion on those financial statements.

Our examinations were conducted according to the applicable auditing norms in Brazil and considered: (a) the planning of the works, considering the relevance of the balances, transaction volumes and accounting systems and internal controls of the Company and its holding; (b) the verification, based on tests, of the evidence and registers that support the amounts and accounting information disclosed; and (c) the evaluation of the most representative accounting practices and estimates adopted by the administration of the Company and its holding, as well as the presentation of the financial statements prepared jointly.

In our opinion, the aforementioned financial statements appropriately represent, in all relevant aspects, the equity and financial position of Saraiva S.A. Livreiros Editores and the equity and financial status of this Publishing House and its holding on December 31, of 2001 and 2000, the results of its operations, changes to the net equity and cash flow statements, corresponding to the fiscal years ending on those dates, according to the accounting practices set forth in Brazilian corporate legislation.

March 14,  2002

KPMG Auditores Independentes
CRC [Regional Accounting Council] 2SP014428/O-6

Fernando Octavio Sepúlveda Munita
Accountant CRC 1SP105080/O-0