·        Quantity:

56,000 DCA’s will be issued.

·        Issuance date:

The DCA’s have issuance date of April, 1, 2004 (Issuance Date)

·        Period and due dates:

The DCA’s will have a payment period of eight years, being due, on April 1, 2012 (the Payment Due Date).

·        Species:

DCA’s are of the subordinate species.

·        Series:

The DCA’s are issued in one only series.

·        Form:

The DCA’s are nominative book debentures.

·        Deed Writing Agent:

Banco Bradesco S.A.

·        Agente Fiduciário:

Planner Corretora de Valores S.A.

·        Unitary Par Value:

The Unitary Par Value (Unitary Par Value) of the DCA’s is of R$ 10,000.00 at the Date of Issuance.

·        DCA’s Remuneration:

The remuneration of the DCA’s will be composed through (a) monetary correction of the Unitary Par Value according to the index IGP-M, collected and published by Fundação Getúlio Vargas, which will be applied, annually, or, in the shortest period allowed by the ruling legislation (the Restatement) and (b) interest at a fixed rate of 10% per year, paid annually (the Interest).

·        Subscription price of the DCA’s:

Each DCA will be subscribed for its Unitary Par Value with the due Restatement plus Interest, calculated pro rata temporis as from the Date of Issuance till the integration effective date.

·        Remunerations, Discounts and/or Transfers:

There will not be any concession of remunerations, discounts and/or transfers with the purpose of encouraging the subscription of the DCA’s.

·        Forms of payment:

Cash, at the subscription, and/or by means of the use of credits represented by (a) Promissory Notes of the 3^rd issuance issued by the Company and registered at the Brazilian Securities Commission, which will be considered for the integration by its restated unitary par value, calculated pro rata temporis till the date of the effective payment of the DCA’s and (b) credits halted by Banco Nacional de Desenvolvimento Econômico e Social BNDES - against the Issuer, generated from the Deeds of Advance Payment through the Opening of Credit nos. 02.2.473.6.1 and 03.2.776.1.1, contracted, respectively, on September 17,2002 and December 29, 2003 restated                                pro rata temporis till the date of the payment.

·        Beginning of Distribution:

The distribution of the DCA’s will be carried out as from August 12, 2004.

·        Distribution Procedures:

The Debentures will be distributed in a public distribution with the intermediation of the institutions that integrate the system of securities distribution obeying the dispositions of the Instruction CVM no. 400, of December 29, 2003 (the Instruction CVM 400).

The distribution will be carried out under the regimen of the best offer efforts by the operation coordinator, the BB Banco de Investimento S.A. (the Leading Coordinator).

According to the terms of §1 of Article 57 and Article 171 of the Law for Societies by Shares, according to the alteration, there will be the observation of the right of preference for Debenture subscription by the Issuer’s shareholders for a period of 30 days (the Preference Period), counted as from the publication of the present notice, based on the same proportion of the number of shares that the shareholders own in the capital stock of the Company in the day immediately anterior to the publication of the present notice.

Shareholders will be allowed to cede the preference right exclusively to (i) other shareholders or (ii) qualified investors, shareholders or not, according to the terms of article 99 of the Instruction CVM no. 302, of May, 05, 1999 (the Qualified Investors), within the Preference Period.

After the end of the Preference Period, the DCA’s will be distributed exclusively to Qualified Investors, shareholders or not, that will sign declarations according to the terms of §4 of article 4^th of the instruction CVM 400, provided that:

(a)    they have knowledge and experience in finance and business enough to evaluate the risks and the content of the offer and are able to take those risks;

(b)   they have had a comprehensive access to the information that they thought necessary and enough for the decision of investment in DCA’s having cleared up in a satisfactory way all doubts with the Issuer or Leading Coordinator, mainly the information that would be normally supplied in the DCA’s distribution prospect.

(c)    they have perfect knowledge that it is a question of hypothesis of discharge of requirements related to the elaboration and presentation of the Prospect; and

(d)   they are obliged to sell the DCA’s acquired or subscribed to non-qualified investors only 18 months after the closing of the distribution, except in the cases of a special treatment expressively observed in the applicable legislation or in the Instruction CVM 400.

Additionally, shareholders that subscribe DCA’s as a consequence of the exercise of the preference right should sign a declaration similar to the one above except for the sub-item (a), submitting themselves to the same restrictions for the negotiations of the DCA’s subscribed by the other Qualified Investors and, besides that, they should sign a declaration affirming that they will only be eligible to acquire DCA’s within the period relative to the Preference Period.

There will be no anticipated booking or fixation of minimum or maximum amounts.

·        Partial Distribution

The partial distribution of the Issuance is allowed provided that the Debentures made available total, at least, R$ 220,000,000.00.

That way, investors will be able to, at the act of subscription, condition their adherence to (i) the distribution of the total number of Debentures or to (ii) the distribution of a proportion of minimum quantity of Debentures, that will not be smaller than the amount destined to the Partial Distribution. In the hypothesis of item (ii), the investor will have to confirm, when signing the subscription bulletin, if he/she intends to acquire the totality of the Debentures subscribed or the quantities equivalent to the proportion between the number of Debentures effectively distributed and the number of Debentures originally offered, presuming, in case of lack of manifestation, the interest of the investor in receiving the totality of the Debentures he/she subscribed.

If, in the period of six months as from the date of publication of the present notice, (i) the total amount of Debentures is not offered and the investor has conditioned its adherence to the distribution of the totality of the Debentures; or (ii) if the minimum amount of Debentures stipulated by the investor is not offered and the investor has conditioned its adherence to the distribution of the minimum amount he/she has indicated in the subscription bulletin, the Debentures subscribed by the investors will be redeemed by its restated par value,  through the Mandatary Bank, which, by an order from the Issuer, should credit the account of the investors, within a minimum period of five days, as from the end of the distribution period, with no remuneration and no reimbursement of the amount relative to the Provisory Contribution for Transaction or Transmission of Values and Credits of a Financial Nature (CPMF).

In the hypothesis of the non-offer of the minimum amount expected for the Partial Distribution, within a 6-month period, as from the publication of the present Announcement, the offer will be cancelled and the Debentures that might have been offered will be redeemed for their restated Par Value, through the Mandatary Bank, that, by an order from the Issuer, should credit the amount in the account of the investors within five days, as from the closing of the distribution period, without any remuneration and no reimbursement of the CPMF related amount.

·        Proportion of the Preference Right:

Each share, ordinary or preferential, which integrates capital stock of the Company, will have preference right for the subscription of 0.0000020980 DCA.

·        Necessary documents for the Subscription of the DCA’s and for the obtainment of the subscription right transfer.

Individual person: original or notary-public authenticated copy of the identity card and individual taxpayer registration number of the Ministry of Finance.

Corporate: original or notary-public authenticated copy of the certificate of incorporation, corporate taxpayer roll of the Brazilian Ministry of Finances and minute of organ or society that have given representation powers.

Through Power of Attorney: presentation of the Power of Attorney instrument and indication of the quantity of DCA’s that the investor desires to subscribe and copy of the documents mentioned in the previous items in relation to the grantor and grantee.

·        Subscription Right Transfer:

The instrument of cession of subscription right should be required from the Deed Writing Agent of the DCA’s and exclusively the original should be presented at the moment of subscription. The ceder should be (a) a company shareholder, or (b) a Qualified Investor.

·        Primary Market Offer

The Debentures will have a registration number for making them available at the primary market at BOVESPAFIX (BOVESPAFIX), administrated by the São Paulo Stock Exchange BOVESPA (BOVESPA), being in custody of the CBLC Companhia Brasileira de Liquidação e Custódia (CBLC) Brazilian Company of Liquidation and Custody.

·        Negotiation Records

The DCA’s will have a registration for the negotiation in the secondary market at SND Sistema Nacional de Debentures (SND) National Debentures System administrated by the National Association of the Financial Market Institutions (ANDIMA) and operated by the Câmara de Custódia e Liquidação (CETIP) Custody and Liquidation Chamber - and at BOVESPAFIX, administrated by BOVESPA, in custody of CBLC.

·        Negotiation Restrictions

Debenture subscribers must not transfer the DCA’s to investors that are not classified as Qualified Investors before the period of 18 months as from the date of publication of the announcement of the closing of the present distribution on the national edition of the newspaper Gazeta Mercantil, and on the newspaper A Notícia.

·        Destination of Resources

The present issuance is part of the process of restructuring of the financial liabilities of the Issuer for the equalization of its economic-financial situation and its capital structure. According to the Restructuring Agreement signed on December 4, 2003, published in a Relevant Fact on Gazeta Mercantil and A Notícia newspapers on December 8, 2003, whose main terms were published in the Annual Information IAN of the Issuer relative to the 2003 exercise, available at www.cvm.gov.br, the subscription of the Debentures being admitted with credits against the Issuer referring to the 3^rd issuance of promissory notes of the Issuer and of certain agreements of contracted loans from BNDES, and there may be no extra addition of resources without any loss or impediments of the objectives of the Issuer with the distribution of the Debentures. The resources that are occasionally received by the Issuer due to the subscription of the Debentures will be used as working capital, and may be applied by the Issuer for the payment of operational expenses.

·        Amortization:

The DCA’s will be amortized annually after a grace period of two years as from the Date of Issuance, conditioned to the fulfilling of the following financial indexes (the Financial Indexes): (i) net debt/profits before interest, taxes, depreciation and amortization (LAJIDA/EBTIDA) equal or inferior to 2.0; (ii) debt/net assets equal or inferior to 1.8 before the distribution of minimum dividends; and (iii) debt/net assets equal or inferior to 2.4 after the distribution of minimum dividends.

a)      the amortizations will be interrupted in the hypothesis of the non-maintenance of the Financial Indexes, being resumed, once they are again fulfilled by the Company;

b)      in case the Financial Indexes are not fulfilled, the installments that could not be amortized will be distributed linearly as a percentage between the remaining installments, appropriately restated, when this hypothesis is true;

c)      on the due date, the installments accumulated will be amortized independently from the fulfillment of Financial Indexes; and

d)      for the calculation of the amortization installment of the par value of the DCA’s, the value to be used is the Restated Par Value of the Debentures.

·        Advance Withdrawal

At any time, the Issuer is allowed to withdrawal the totality or part of the DCA’s in circulation, by means of the publication of a notice (the Communication of Withdrawal) for its  Unitary Par Value, properly restated and added by Interest, calculated pro rata temporis until the date of  the payment in the value of the withdrawal (the Withdrawal Value).

There being a total or partial withdrawal, the owners of the Debentures withdrawn will be illegible to the reimbursement premium (Reimbursement Premium), calculated as follows:

a)      if the Communication of Withdrawal occurs until the 36^th month, as from the Date of Issuance, the Reimbursement Premium will be equivalent to 15% of the Withdrawal Value, and should be paid in cash; or

b)      if the Communication of Withdrawal occurs after the 36^th month as from the Date of Issuance, the Reimbursement Premium will be equivalent to 8% of the Withdrawal Value, and should be paid in cash.

In the case of a total or partial withdrawal before the 36^th  month, the owner of the Debentures will not be allowed to exercise his/her right to conversion. In relation to the withdrawal after the 36^th month, the owner may exercise his/her right to conversion of the Debentures within a 60-day period, as from the Communication of Withdrawal, an option that will exclude the right to receive the Reimbursement Premium.

In case the Issuer decides to make a partial withdrawal, the following procedure will be carried out:

a)until the 36^th month as from the Date of Issuance, the company should inform the intention to make the withdrawal and the quantity of DCA’s to be withdrawn, and a period of 30 days will start to be counted for the owners of the DCA’s to manifest their option. If the quantity of DCA’s habilitated exceeds the number of DCA’s to be withdrawn, there will be an apportionment among the DCA’s owners based on the number of debentures habilitated. If the quantity of DCA’s habilitated is inferior to the number of DCA’s to be withdrawn, the Issuer will withdraw the DCA’s habilitated and, draw lots of the remaining DCA’s, according to § 1 of the article 55 of the Law of Societies by Shares coordinated by the Fiduciary Agent, for determining the remaining DCA’s that will be withdrawn.

b) after the 36^th month, as from the Date of Issuance, the withdrawal will be made through drawing of lots (with the observation of what has been explained above) without the opportunity for the owner to opt between been or not withdrawn, obeying the Reimbursement Premium or the option for conversion.

·        DCA’s convertibility

DCA’s will be convertible to ordinary shares of the Issuer only after the period of 36 months as from the Date of Issuance, at any moment until the Due Date.

·        Conversion formula

The number of ordinary shares into which each DCA may be converted will be calculated dividing the Unitary Par Value of each DCA by the Asset Share Value established according to the net assets that appear in the Quarterly or Annual Report immediately pervious to the date of Conversion Request according to the formula that follows:

Number of shares = Restated Unitary Par Value of the DCA

                                                        Share Asset Value

·        Conversion limits:

The number of ordinary shares into which each DCA may be converted is limited to 1,360 lots of 1,000 ordinary shares (Conversion Limit). Therefore, if the number of ordinary shares that is above the Conversion Limit, each DCA will be convertible into 1360 lots of one thousand ordinary shares each.

·         Supervening adjustments:

The Conversion Limit will be adjusted always that there is an increase in the capital through bonification, defolding or grouping of shares, for any reason, which occurs as from the Date of Issuance, with no charge for the debenture owners and in the same proportion established for those events.

·        Conversion date:

In all cases, the date of conversion of the DCA’s will be the date of delivery of the Conversion Request defined in the Deed (the Conversion Date).

·        Debenture Extinction and Interest Payment

The conversion of any DCA will imply, automatically, in the cancellation of the respective DCA as well as the loss of the rights referring to the DCA’s that are included in the Deed, except for the right to receive the Interests, calculated pro rata temporis, as from the date of the last payment of Interest until the Date of Conversion.

·        Dividends:

The common shares resulting from the conversion will receive integral dividends referring to the social exercise in which the conversion has been effective.

·        Rights and Privileges:

The ordinary shares that are issued due to the conversion of DCA’s will have the same characteristics and conditions and will be eligible to the same rights and privileges as the other ordinary shares representatives of the capital stock of the company, according to the terms of its by-laws, as well as any right agreed upon at actions of the shareholders of the Company as from the Date of Conversion, respecting the right to receive dividends according to the explanation above.

·        Fractions of shares:

The fractions of shares resulting from the conversion of DCA’s will be due by the Company, in cash, and its payment should be carried out until the 10^th day after the Date of Conversion, according to the definition that follows plus Interest, calculated pro rata temporis. 

·        Advance Due Date:

The Fiduciary Agent and the owners of DCA’s may declare in advance due all the obligations referring to the DCA’s and, therefore, they may require the immediate payment by the Issuer of the Unitary Par Value after the due updating and the calculation of Interest pro rata temporis until the date of the effective payment, in case one of the following events occurs:

(a)    legitimate and reiterated protest against the Issuer unless the protest was effective by mistake or bad faith, if adequately proven by the Issuer, or if cancelled  so that one of those hypothesis should be proved by the Issuer within 30 days after its occurrence.

(b)   request of preventive composition with creditors by the Issuer;

(c)    liquidation or bankruptcy of the Issuer;

(d)   lack of fulfillment by the Issuer of any obligation determined in the Deed, except for the content of item (f) bellow, no solved within 30 days as from the date of the receiving of the notice written by the Fiduciary Agent or, if the referred notice does not apply, within five days as from the date of the event of default, by any owner of a circulating Debenture, who should notify the Fiduciary Agent of the referred notification to the Issuer.

(e)    any alterations in the deals, financial or economical conditions, operations, relevant assets or operational results of the Issuer that may lead to an adverse material effect for the Company or for the  rights of Debenture owners;

(f)     the Issuer fails to fulfill any pecuniary obligation established in the Deed and not resolved within the period of five working days; or

(g)    separation, merger or incorporation according to the terms in article 231 of the Law of Societies by Share.

·        Automatic Advance Due Date:

The occurrence of any of the events of items (b), (c), (f) and (g) of the Anticipated Due Date will lead to the automatic advance due date of the DCA’s.

·        Advance Due Date Conditioned to the Debenture-Owners General Assembly

In the occurrence of any of the events indicated in items (a), (d) and (e) of the Anticipated Due Date, the Fiduciary Agent should summon, within 5 working days as from the date in which he becomes aware of the event, a General Assembly of Debenture Owners to deliberate on the declaration of the anticipated due date of the DCA’s respecting the quorum determined in the Deed.

·        Additional Obligations of the Issuer and the Leading Coordinator:

The Issuer is responsible for the veracity, consistence, quality and sufficiency of the information provided during the registration and supplied to the market by means of the Annual Information Form IAN and during the distribution of the Debentures. The Leading Coordinator has taken all measures and acted with high standards of diligence, responding for the lack of diligence or omission to assure that (i) the information provided by the Issuer in the present notice, in the Deed and in the Annual Information form relative to the 2003 exercise, as available on the present date, are true, consistent, correct and sufficient, allowing for the investors to take a solid decision for the offer; and (ii) the information supplied during the distribution period are sufficient, allowing investors to take a solid decision about the offer.

The Issuer and the Leading Coordinator of the public distribution of the Debentures, declare that the Annual Information of the Company referring to the social exercise ended on December 31, 2003, as available at the present date, the Issuance Deed, contains the relevant information for the knowledge of the offer investors, of the securities offered, of the issuer, its activities, economic-financial situation, the risks inherent to its activities and any other information that is relevant for those investors’ knowledge.

·        Further Information:

Tupy S.A.
Rua Albano Schmidt, 3400
89227-001- Joinville, S.C. Brazil
Tel. +55 47 441-8231
Fax: +55 47 441-8141

C/o: Luiz Tarquínio Sardinha Ferro

www.tupy.com.br

BB Banco de Investimento S.A.
R. Senador Dantas, 105, 28^o. andar, sala 2803
20031-080 Rio de Janeiro, R.J. Brazil
Tel.: +55 21 3808-3773
Fax: +55 21 3808 3239
C/o: Leonardo Silva de Loyola Reis

www.bb.com.br

CVM (Rio de Janeiro)
Rua Sete de Setembro, 111, 3^o. andar. Centro.
20159-900 Rio de Janeiro, R.J. Brazil
20159-900 Rio de Janeiro, RJ
Tel.: +55 21 3233-8686

www.cvm.gov.br

CVM (São Paulo)
Rua Formosa, 367, 20^o. e 21^o. andares. Centro.
01049-000 São Paulo, SP Brazil

Tel.: +55 11 3226-2000

www.cvm.gov.br

·        CVM Registration:

The registration at CVM was granted on August 3, 2004, under number CVM/SRE/DCA/2004/001

·        Prospect:

No prospect of the distribution of the DCA’s was elaborated due to the faculty present on §4, article 4 of Instruction CVM 400 and specific discharge in the terms of Written Notice/CVM/SRE/No. 1034/2004 of June 25, 2004, having been included, however, specific sessions in the form of annual information such as Analysis and Discussion of the Administration on the Financial Situation and Operational Results and Risk Factors whose attentive reading is recommended before any investments in Debentures as well as the reading of the Deed available at the places indicated in the item Further Information.

·        Rating:

No report from risk rating firms has been prepared.