INDEPENDENT AUDITOR'S OPINION

To the
Directors and Shareholders of
Livraria e Papelaria Saraiva S.A.
São Paulo - SP

We have examined the balance sheets of Livraria e Papelaria Saraiva S.A., as of December 31, 1999 and 1998, and the respective statements of income, of changes in shareholders' equity, and of sources and application of funds, corresponding to the years ending on those dates, drawn up under the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements.

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

In our opinion, the financial statements mentioned above fairly represent, in all relevant aspects, the equity and financial position of Livraria e Papelaria Saraiva S.A. as of December 31, 1999 and 1998, the results of its operations, the changes in shareholders' equity and the sources and application of funds, corresponding to the years ending on those dates, according to the accounting practices established by Brazilian corporate legislation and the norms issued by the Brazilian Securities Commission (Comissão de Valores Mobiliários - C.V.M.).

We examined the financial statements corresponding to the year ending on December 31, 1998 and, based on our examination and on the report of other independent auditors who examined the financial statements of the investment in Editora Atual S.A., we expressed our unqualified opinion, dated March 12, 1999.

March 16, 2000

KPMG Auditores Independentes
CRC 2SP014428/O-6

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