REPORT OF INDEPENDENT AUDITORS

• We have audited the accompanying balance sheets of Duratex S.A. ("the Company") and the consolidated balance sheet of Duratex S.A. and its subsidiaries at December 31, 2008 and the related statements of income, of changes in stockholders’ equity, of cash flows and of value added of the Company and the related consolidated statements of income, of cash flows and of value added for the year then ended. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements.


• We conducted our audit in accordance with approved Brazilian auditing standards, which require that we perform the audit to obtain reasonable assurance about whether the financial statements are fairly presented in all material respects. Accordingly, our work included, among other procedures: (a) planning our audit taking into consideration the significance of balances, the volume of transactions and the accounting and internal control systems of the Company, (b) examining, on a test basis, evidence and records supporting the amounts and disclosures in the financial statements, and (c) assessing the accounting practices used and significant estimates made by management, as well as evaluating the overall financial statement presentation.


• In our opinion, the financial statements audited by us present fairly, in all material respects, the financial position of Duratex S.A. and of Duratex S.A. and its subsidiaries at December 31, 2008, and the results of operations, the changes in stockholders' equity, the cash flows and the value added of the Company, as well as the consolidated results of operations, cash flows and value added of the Company and its subsidiaries, for the year then ended, in accordance with accounting practices adopted in Brazil.


• We previously audited the financial statements for the year ended December 31, 2007, comprising the balance sheet of Duratex S.A. and the consolidated balance sheet of Duratex S.A. and its subsidiaries at December 31, 2007, the statements of income, of changes in stockholders’ equity and of changes in financial position of the Company and the related consolidated statements of income and of changes in financial position of the Company and its subsidiaries for the year then ended, as well as the supplementary information comprising the statements of cash flows and of value added of the Parent Company and consolidated, on which we issued an unqualified opinion dated February 13, 2008. As mentioned in Note 2, the accounting practices adopted in Brazil were modified effective January 1, 2008. The financial statements for the year ended December 31, 2007, presented together with the financial statements for 2008, were prepared in accordance with the accounting practices adopted in Brazil in effect until December 31, 2007 and, as allowed by Technical Pronouncement No. 13 of the Brazilian Accounting Pronouncement Committee (CPC) - "Initial Adoption of Law No. 11638/07 and Provisional Measure No. 449/08", have not been restated to facilitate comparison between the years; however, they have been adjusted in relation to those originally presented, as described in Note 2.

São Paulo, February 18, 2009

PricewaterhouseCoopers
Auditores Independentes
CRC 2SP000160/O-5

Valdir Renato Coscodai Contador CRC 1SP165875/O-6