Rio de Janeiro, March 27, 2015.

Brazilian Securities and Exchange Commission
Rua Sete de Setembro, 111, 5º andar, Centro
Rio de Janeiro, RJ
20050-901

Attn: Mr. Fernando Soares Vieira
Corporate Relations Superintendent
Mr. Guilherme Rocha Lopes
Corporate Monitoring Manager - 2 (acting)

Re: Letter 117/2015/CVM/SEP/GEA-2

Dear Sirs,

Oi S.A. ("Oi" or "Company"), in response to Letter 117/2015/CVM/SEP/GEA-2 from the Brazilian Securities and Exchange Commission (a copy of which is attached to this response), in which the CVM requested a statement from the Company regarding the news published in the newspaper Valor Econômico and on Folha Online, both on March 26, 2015, under the headlines "Oi to propose converting preferred shares to common shares" and "Oi to offer voting rights to shareholders", respectively, hereby presents its considerations and clarifications with respect to these reports.

The Company would like to clarify that on March 26, 2015, before the start of trading on the BM&FBovespa, it released a Material Fact that in large part specified the reasons that the Company and Telemar Participações S.A. ("TmarPart") would be unable to continue the incorporation of the Company's shares by TmarPart and that Oi's management had been evaluating and proposed to TmarPart and its shareholders some transitional structures to be adopted prior to the migration to the Novo Mercado that would allow, among other things, anticipating many rights to which Oi's shareholders would be entitled when the shares migrated to the Novo Mercado and higher corporate governance standards were adopted, including the anticipation of TmarPart's election of the Board of Directors at Oi, as well as the dispersion of voting rights, without a defined controlling shareholder.

The Company also states that one of the transitional structures proposed by Oi's management consists of a voluntary conversion of Oi's preferred shares into common shares (at the discretion of the shareholder in possession of the preferred shares), at a conversion rate of 0.9211 common shares for every preferred share issued by Oi.

In addition, the Company hereby states that it has not yet defined and there has been no decision by Oi's Board of Directors with respect to the proposed transitional structure, nor when or under what conditions such a structure will be implemented, including with respect to possible changes to Oi's Bylaws or limiting the voting rights at Oi.

The Company hereby reiterates that if any of the transitional structures under consideration is approved, such a structure will be subject to all of the applicable regulatory and corporate approvals.

Oi will keep its shareholders and the market informed of any developments related to the issues covered herein.

Sincerely,

Bayard De Paoli Gontijo
Chief Executive Officer, Chief Financial and Investor Relations Officer
Oi S.A.

(¹) This translation is still subject to the auditors review

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