EXHIBIT 1







                                        Minutes from the Extraordinary Meeting
                                        of Espirito Santo Centrais Eletricas
                                        S.A. - ESCELSA's Board of Directors
                                        held on December 12, 2002.


At 11:00 am on December 12, 2002, the Chairman of the Board called a meeting of
the members of the Board of Directors, which was held on the eighth floor of the
Company's Headquarters at Rua Sete de Setembro, 362 in Vitoria. The following
members were present: Fernando Noronha Leal, Chairman, Adir Pereira Keddi,
Vice-Chairman, and Antonio Manuel Garcia, Antonio Jose Sellare, Eduardo Jose
Bernini and Ruth Storch Damasceno, Directors. The following Directors were not
able to attend: Alcir Augustinho Calliari, Francisco Carlos Coutinho Pitella and
Julio Moraes Sarmento de Barros. By way of a FAX message sent to the Chairman,
Julio Moraes Sarmento de Barros registered his vote on the order of business of
the meeting, which was accepted by all Directors present as a valid vote to be
considered in the official vote count of the meeting. The Chairman opened the
meeting by informing that the order of business was to appoint the Chief
Executive Officer of the Company, nominated in the Extraordinary Board of
Directors' Meeting held on October 10, 2002. However, considering the working
visa issuance for Manuel Fernando das Neves Bento, the Chairman proposed that
Manuel Fernando das Neves Bento be appointed as Engineering and Construction
Director of the Company. Furthermore, the Chairman proposed a change in the
positions of Management as per the following: Chief Executive Officer: Antonio
Eduardo da Silva Oliva; Commercial Director: Armando Fernandes Bernardo;
Engineering and Construction Director and accumulating the functions of
Distribution Director: Manuel Fernando das Neves Bento; Chief Financial Officer
and accumulating the functions of Administrative Director and Investor Relations
Officer: Sergio Pereira Pires. Taking into consideration the issuance of working
visas for Antonio Eduardo da Silva Oliva and Manuel Fernando das Neves Bento, as
well as Articles 11 and 14, paragraph 1, item IV of the Bylaws, the Board of
Directors unanimously elected to the office of Chief Executive Officer Antonio
Eduardo da Silva Oliva, Portuguese, married, engineer with Foreign
Identification Number (RNE) V355397-U, and Federal Tax Number (CPF)
229.351.308-47, residing in the City of Vitoria, ES at Avenida Saturnino de
Brito, n(0) 867, apto. 201, Praia do Canto; to the office of Engineering and
Construction Director and accumulating the functions of Distribution Director,
Manuel Fernando das Neves Bento, Portuguese, married, engineer with Foreign
Identification Number (RNE) V238450-J, and Federal Tax Number (CPF)
054.824.237-27, residing in the City of Vitoria, ES at Avenida Saturnino de
Brito, n(0) 493, apto. 701, Praia do Canto; and for the office of Commercial
Director, Armando Fernandes Bernardo, Portuguese, married, engineer, with
Foreign Identification Number (RNE) V249205-L and Federal Tax Number (CPF)
218.420.168-57, residing in the City of Vitoria, ES, at Av. Saturnino de Brito,
501, apto. 901, Praia do Canto. For the office of Chief Financial Officer and
accumulating the functions of Administrative Director and Investor Relations
Officer, Sergio Pereira Pires will remain, Brazilian, single, economist, with
Federal Tax Number 007.031.438-16, and Federal Identification Number 10.107.825
SSP-SP,



residing in the City of Sao Paulo, SP, on Rua Estado de Israel, n(0) 435, apto
142, Vila Mariana, elected at the Extraordinary Meeting of the Board of
Directors on 10/10/2002. As per Article 3 of CVM Instruction 367/2002, the
Chairman of the Board of Directors presented the Directors with copies of the
declaration instrument according to article 147, Paragraph 4 of Law n(degree)
6.404/1976 and CVM Instruction n(degree) 367/2002, signed by the Officers herein
elected, Antonio Eduardo da Silva Oliva, Manuel Fernando das Neves Bento and
Armando Fernandes Bernardo. By unanimous vote, the elected Officers are to serve
terms of three years as of today's date and with compensation identical to the
Officers to be replaced. Without any further orders of business, the minutes
were drawn up, read and approved and signed by the Chairman and the other
Directors Present.


                              Fernando Noronha Leal


Adir Pereira Keddi                                    Antonio Manuel Garcia


Antonio Jose Sellare                                  Eduardo Jose Bernini


Ruth Storch Damasceno