SEC Division of Corporation Finance no-action letter: CANTV — SEC — US

ATTORNEYS AND COUNSELLORS AT LAW
FRANKFURT MUSCAT 10I PARK AVENUE
HOUSTON PARIS NEWYORK, NEWYORK I01 78-006 1 TELEPHONE2 1 2-696-6000 LONDON STAMFORD FACSIMILE2 i 2-697-1 559 MEXICO CITY WASHINOION, D.C. E-MAIL INFO@CM-PCOM Mtin~ INTERNET WWWCM-PCOM April 6, 2007 Secunt~es and Exchange Commrss~o~~

100 F Street, NE

Washington, DC 20549

Attn: Mr. Brian V. Breheny, Esq., Chief

Ms Christina E. Chalk, Esq., Special Counsel

Mr. Daniel Duchovny, Esq., Special Counsel

Office of Mergers and Acquisitions,

Division of Corporation Finance

Attn: Mr. James Brigagliano, Associate Director

Ms. Racquel Russell, Esq., Chief

Office of Trading Practices

Division of Market Regulatio~~

Re: Tender Offers for Shares and ADSs of
Compaiiia Anonima Nacional Telifonos de Venezuela Ladies and Gentlemen:
We are writing on behalf of our client, the Bolivarian Republic of Venezuela (the "Republic"). As previously discussed, tile Republic intends to co~nlnence two tender offers to acquire all of the outstanding capital stock of Cornpaiiia Anonima Nacional Telifonos de Venezuela, a company organized under the laws of the Bolivarian Republic of Venezuela (the "Companv" or "CANTV"). The structure for the tender offers would be a simulta~~eous (i)

Venezuelan tender offer (the "Venezuelan Offer") made to all holders of the Company's

cornrnon stock ("W') and (ii) United States tender offer (the "U.S. Offer" and together with the Vellezuelan Offer, the "Offers") made to all holders of American Depositary Shares of the Company ("ADSs"), each ADS representil~g seven Class D shares of cornmoll stock of the Company ("Class D Shares"). Holders of Class D Shares will have the ability to deposit their Class D Shares (without responsibility for any deposit fees) with a Venezuelan custodian for the account of the depositary for the ADS facility, with instructions Tor the ADSs to be issued in

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AiroaNrrS nlio CounsELLaas AT Law Page 2 exchange therefor to be delivered to the receiving agent in the U.S. Offer for tender into the U.S. Offer (the "Deliverv Arrangement"). The Republic currently beneficially owns Shares representing approximately 6.59% of the Company's outstanding capital stock. These Shares will not be tendered in the Offers. 'The Company is a foreign private issuer as defined in Rule 3h-4(c) promulgated under the U.S. Securities Exchange Act of 1934, as amended (the "Exchanrre Act"). The ADSs are listed for trading on the New York Stock Exchange (''m). The Class D Shares are listed for trading on the Caracas Stock Exehange in Venezuela. The ADSs and Class D Shares are registered pursuant to Section l2(b) of the Exchange Act, and the Company is subject to the reporting requirements of the Exchange Act and files periodic reports on Forms 20-F and 6-K with the Securities and Exchange Commission (the "Commission"). The Class D Shares were registered pursuant to Section 12(b) of the Exehange Act in connection with the registration of the ADSs. We are requesting herein:
(i) exemptive relief from Rule 14d-IO(a)(l) promulgated under the Exchange Act to permit the Republic to make the Offers utilizing the dual offer structure as described in this letter, pursuant to which the Republic will make the U.S. Offer available to all holders of ADSs (including holders of ADSs that are issued under the Delivery Arrangement) and will make the Venezuelan Offer available to all holders of Shares; (ii) exemptive relief from the provisions of Rule 14e-5 promulgated under the Exchange Act to permit the Republic to purchase Shares in the simultaneous Venezuelan Offer after the public announcement, and prior to the expiration, of the U.S. Offer; and (iii) that the Commission confirm that it will not take enforcement action in connection with Rule 14e-l(c) under the Exchange Act if (x) payment for Shares tendered by U.S. persons in the Venezuelan Offer is conducted in accorda~lee with the applicable laws and market practices in Venezuela and (y) payment for ADSs tendered in the U.S. Offer is conformed to that in the Venezuelan Offer.' Although there are, in our view, serious doubts as to whether the jurisdictional predicate for the application of the Exchange Act would be satisfied if the Republic made purchases of Shares outside the United States, we nonetheless apply, on behalf ofthe Republic, for exemptive relief for such purchases from the provisions of Rule 14d-10(a)(l) and Rule 14e-5 pursuant to Rule I4d-lO(e) and Rule l4e-5(e), respectively, and confirmation that the Commission will not take enforcement action under Rule 14e-l(c) if ADSs tendered in the U.S. Offer are accepted and paid for as described herein. We have been requested by the Republic to emphasize that this letter does not reflect an admission that such Rules would apply to such purchases outside the United States in the absence of such exemptive relief or confirmation, as the case may he. I

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We believe the requested relief in clauses (i) and (ii) above is consistent with the relief granted by the Conlmission in 2001 in connection with the tender offers by The AES Corporation for Shares and ADSs of the Colnpany (In the 12.Iatter yf The AES Corporation Tender Offir,for Shares and ADSs of'Compufiia Andnima Nacionul Tel(fonos de Venezuela (CANTV),Exchange Act File No. TP 01-239 (October 22,2001)) (the "AESJCANTV Tender - Offer"), and by Primor Alimentos C.A. for shares of common stock and ADSs of Mavesa, S.A. (Inthe Matter qf'Primor Alinzentos C.A. Tender Qfler,for Shares and ADSs ~j'~kvesa S.A., Exchange Act File No. TP 01-71 (February 20,2001)) (the "Primor/Mavesa Tender Offer"). Both of those transactions provided for separate offers for ADSs (conducted under the Exchange Act) and shares of common stock (conducted under Venezuelan tender offer law and regulation), and the Venezuelan offer documents provided U.S. holders of shares of common stock the same information that would have been orovided to them in a tender offer under the Exchange ... Act. including Regulation 14D thereunder. Further, the Delivery Arrangement, which is designed to facilitate the ability of U.S. holders of Class D Shares to participate in the U.S. Offer, enhances the structure proposed by the Republic. We believe also that the requested relief in clause (iii) above is consistent with the relief granted in connection with the 2004 offers by Harmony Gold Mining Company Limited for shares and American depositary shares of Gold Fields Limited (In the Matter of OfTers by Harmony Gold hilining (bnzpany Linzited,jor all Ordinary Shares, including Ordinary Shures represented h,v ADSs, yfGold Fields Limited, Exchange Act File No. TP 04-106 (November 19, 2004)) and the recent offer by 1,avena Holding 4 GnlbII and certain other parties for shares of ProSiebenSat. 1 Media AG (In re Ofir for Shares qfProSiehenSat. I media AG (January 30, 12007). Background Information The Republic The Republic, through Bunco de Desarrollo Econdnzico y Social de Venezuela (the Economic and Social Development Bank of Venezuela or "BANDES") and the ~Winzsterio del Poder Popularpara la Infvuestructura (the Ministry of the Popular Power for Infrastructure or the '.Infrastructure MinistnL"), currently owns Class B shares of the Company's commo~l stock class B Shares") representing approxi~nately 6.59% of the Company's outstanding capital stock. On February 12,2007, the Republic entered into a memorandum of understanding with Verizon Communicatioi~s Inc. ("Verizon") and its affiliate GTE Venholdings B.V. ("Venholdinrs") (the "Verizon Memorandum"), pursuant to which Venholdiugs agreed, subject to the terms and conditions thereof, to teuder all of the capital stock of the Company owned by Verizon and its affiliates, including Shares representing by ADSs (the "Verizon w')into the Offers. Pursuant to the Verizon Memorandum. the Republic must, in accordance with the terms and conditions thereof.
commence, or cause an entity owned by the Republic to commence, the Offers. The Verizon Shares represent approximately 28.51% oi'the Company's outstanding capital stock. The consideration that Veilholdings will receive in the

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Offers will be the same as the consideration being offered to other holders, on a per share and per ADS basis. The Company The following description of the Company comes from publicly available information concerning the Company filed with the Commission, including the Company's Annual Report on Form 20-F for the year ended December 3 1,2005 filed on June 29,2006 (the "Comaanv 20-F") and the Company's Report of Foreign Issuer on Form 6-K filed on March 19, 2007 (the "Form 6-K"), as well as certain limited information and documents made available to by the Company to the Republic. The share ownership information is based on certain share ownership information as of February 28,2007 and a March 31,2007 Depositary Trust Company Security Position Report (and related participants' addresses) (the "DTC Position w').all of which has been provided by the Company. The Company is the leading provider of telecommunications services in Venezuela. The Company provides substantially all of its services within Venezuela and substantially all of its operating income is derived from Venezuelan-domiciled customers and from payments from foreign carriers for calls completed in Venezuela. The Company is the owner of the largest basic telecommunications network with nationwide coverage in Venezuela. Through this network, the Company provides local, national and international telecommunications services. In addition, the Company provides private network. data, public telephone, rural telephone and telex services. Through its subsidiaries, the Company provides other telecommunications-related services including wireless communications, Internet access and telephone directories. According to the Foim 6-K. the Company's total operating revenues during 2006 were approximately Bs. 6.8 trillion (the equivalent of $3.1 billion based on the official exchange rate in Venezuela for the sale of U.S. dollars by Bunco Central de Venezuela or the Central Bank of Venezuela (the "Bolivar Exchange Rate") currently in effect, of Bs. 2,150 per USS1.00), and its total assets as of December 3 1,2006 were approximately Bs. 8.9 trillion (the equivalent of $4.1 billion based on the current Bolivar Exchange Rate). The Class D Shares trade on the Caracas Stock Exchange under the symbol "TDV.Dn, and the ADSs trade on the NYSE under the symbol "VNT". In addition to Verizon and the Republic. the Company's shareholders include (i) employees and former employees and their family members, employee trusts and a workers' benefit fund, which together own approximately 6.21% of the Coinpany's capital stock, and (ii) indirect subsidiaries of Telefonica S.A., a Spaiiish telecolnmunications service company (iGTelefonica"): which owns approximately 6.91 % of the Company's capital stock.

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Capital Structure of the Company
General: The capital stock of the Company is divided into four classes of common stock: Class A Shares, Class B Shares. Class C Shares and the Class D Shares. Pursuant to the Con~pany's Bylaws, Class A, B and C Shares may only be held by certain persons (as described below) and automatically convert into Class D Shares when transferred by such persons, except that Class B shares automarically convert to Class C shares if transferred to employees or retirees of the Company. Each Share of every class is equal in all respects -Shares of each class have the same par value, and each Share has one vote in any meeting of shareholders and participates equally in the case of any dividends or other distributions - other than certain rights to elect directors in the case of the Class B and Class C Shares and the right of the Class B Shares to approve certain extraordinary transactions.' Indeed, as was the case in the 2001 tender offer by The AES Corporation and the Company's share repurchase offer in 2001, the per share consideration to be offered in the Offers will be the same for sllares of all three classes to which the Offers will bc open. Because the four classes of capital stock are substantially similar, the analysis below of the Company's shareholder base treats them as a single class of capital stock. As of February 28, 2007. there were 787,140,849 Shares outstanding. ClassA Shares: According to the Company's By-laws, the Class A Shares may only be held by former members of VenWorld Telecom, C.A. ("VenWorld"), a Venezuelan company formed in 1991 by a consortium of private investors to acquire Class A Shares in connection with the privatization of the Company by the Republic. VenWorld was majority owned by indirect subsidiaries of Verizon (formerly GTE Corporation). Its other shareholders included indirect subsidiaries of Telefonica; C.A. La Electricidad de Caracas, S.A.C.A., a Venezuelan power generating and distribution company; and AT&T International, Inc. VenWorld was liquidated in February 2002, and the Class A Shares were distributed to the VenWorld shareholders. As of February 28,2007, there were 251,178,710 Class A Shares outstanding, representing approximately 31.91%of the total outstanding capital stock of the Company. Of such Shares. Verizon holds 196,401,427 Class A Shares through Venholdings. Of the remaining Class A Shares, as of February 28, 2007. Telefonica held 54,410,144 Shares through its Ihe holders of Class C Shares have the right to elect 2 directors if the Class C Shares represent at least 8% of the capital stock of the Company and one director if the Class C Shares represent at least 3% of the capital stock of the Company. The holders of the Class B Shares have the right to elect one director and to approve decisions concerning the dissolution of the Company, mergers or other extraordinary corporate transactions, reimbursement or reduction of capital, sales of assets and By-law amendments in relation to corporate purpose,
classification of share capilal, approval and other rights accorded to the various classes of Shares, shareholders' meeting and related notices and quorum requirements, composition of the Board of Directors. Board of Directors' rneetings and related notices and quorum requirements and the approval of transactions by the Board of Directors.

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AnoaMrrb an0 Couniriiaah ar Law Page 6 subsidiary Telefonica International Holding B.V. and Banco Mercantil, C.A. held 367,139 Shares. Class B Shares: Class B Shares may be owned only by the Republic and other Venezuelan public sector entities. As described above, the Class B Shares entitle its holders, acting as a single class, to appoint one director to the Con~pany's Board of Directors and to approve certain extraordinary transactions by the Company. As of February 28,2007, there were 51,900,000 Class B Shares outstanding. representing approximately 6.59% of the total outstanding capital stock of the Company. All hut one Class B Share are held by BANDES. The remaining share is held in the name of the Infrastructure Ministry. Class CShares: Class C Shares may only be owned by employees, former employees and retirees of the Company and related persons or entities. As of February 28.2007, there were 47.418,150 Class C Shares outstanding, representing approximately 6.02% of the total outstanding capital stock of the Company. Class D Shares: Class D Shares are the only class of Shares represented by the ADSs. The Company's By-laws do not contain any restriction on who may own Class D Shares. As of February 28, 2007, there were 436.643,989 Class D Shares (including Class D Shares represented by ADSs), representing approximately 55.47% of the total outstanding capital stock of the Company. As of the same date, 399,905.41 5 Class D Shares (or approximately 91.59% ofthe Class D Shares and approximately 50.80% of the total outstanding capital stock of the Company) were represented by ADSS.~ Verizon holds 4,001,311 ADSs. which represents 28,009,177 Class D Shares. Based on a Schedule 130 filed with the SEC, and last amended by a Schedule 13G Amendment dated February 14, 2006, Brandes Investment Partners, L.P.. a registered investment adviser, and certain other filing persons hold an aggregate of 17,764,681 ADSs, which represents 124.352,767 Class D Shares, or 15.80% of the Company's total outstanding capital stock. Under the terms of the Amended and Restated Deposit Agreement (the "Deposit Aereernent") dated as of September 10,2000 by and among The Bank of New York as Based on the DTC Position Report, as of March 15, 2007, there were 132 DTC participants holding a total of 59,909,057 ADSs (representing 419,363,399 Class D Shares). This number represents approximately 96.0404 of the total number of Class D Shares that were outstanding as of February 28, 2007 and approximately 53.28% of the total outstanding capital stock of the Company. However, it is also possible that the total number of Class D Shares could have increased between February 2X1 2007 and March 15,2007. The Republic does not have information indicating whether any such change in fact occurred. As explained below, the Republic is not able to rely on the exemption under paragraph (c) or (d) of Rule 14d-1. We recognize that if the Republic were intending to rely on one ofthose exemptions, the
U.S. ownership ofthe Company's capital stock would have to be calculated as of thirty days prior to commencement of the Offers.

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AiioaWErs nwo couNsriiaas ni Law Page 7 depositary (the "Depositarv"), the Company and the holders of ADSs, any holder of Class D Shares may from time to time deposit Class D Shares with the Depositary and receive ADSs in exchange therefor and holders of ADSs niay deliver their ADSs to the Depositary and receive Class D Shares in exchange therefor. As a result, the number of Class D Shares held directly and the number represented by ADSs is subject to fluctuation. Ownership of Slzares and ADSs by U.S. Persons As described above, the Class A Shares are held by affiliates of Verizon. Telefonica, and Banco Mercantil, C.A.. a Venezuelan bank, the Class B Shares are held by the Republic, and the Class C Shares are held by CANTV employees, former employees and related persons and entities. The Republic is not aware of any U.S. person who is an elnployee or former employee of the Company and who holds Class C Shares. Since the Company operates primarily in Venezuela and does not have any operations in the US., the Republic believes that few holders of Class C Shares would be U.S. persons. With respect to the Class D Shares (and ADSs representing Class D Shares), as described above, as of February 28,2007, there were 436,643,989 Class D Shares outstanding, of which 399,905,415 were represented by ADSs. It is not clear, however, what percentage of the ADSs are held by U.S. persons, or whether any of the Class D Shares (as opposed to ADSs) are held by U.S. persons. If it is assumed that all of the ADSs outstanding as of February 28, 2007 were held by U.S. persons, and also that no Class A, Class C or Class D Shares (other than Class D Shares represented by ADSs) are held by U.S. persons, then as of such date, the maximum percentage ownership of the Company's total capital stock by U.S. persons would be approximately 64.05%.bccording to an amendment to Schedule 13G filed with the Commission on February 9,2007 by Inmobiliaria Carso, S.A. de C.V. and certain other reporting persons, as of such date lnmobiliaria Carso, S.A. de C.V. and such persons beneficially owned an aggregate of 2,700,000 ADSs representing 18,900,000 Class D Shares. Inmobiliaria and all of the other reporting persons are identified as citizens of, or corporate entities organized in, Mexico, and as having Mexican addresses. In addition, according to the March 15,2007 DTC Security Position Report referenced above, 990,863 ADSs representing an aggregate of 6,936,041 Class D Shares were held by participants with non-U.S. addresses as of March 15,
2007. If the ADSs held by these persons are treated as held by non-U.S. persons. then based on
the total number of ADSs outstanding as of February 28,2007, the maximum percentage ounership of the Company's total capital stock by U.S. persons would be approximately 57.37%. It is likely that additional ADSs are held for the account of non-U.S. persons: however, the Republic does not currently have sufficient information to determine this. a This percentage is calculated by excluding (i) the 196,401,427 Class A Shares and the 28,009,177 Class D Shares represented by ADSs that are held by Verizon, (ii) the 51,900,000 Class B Shares held by the Republic, and (iii) the 124,352.767 Class D Shares represented by ADSs that are held by Brandes Investment Partners, L.P.. as provided hy the instructions to paragraphs (c) and (d) of Rule 14d-1 under the Exchange Act.

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On the other hand, it is believed that few, if any, U.S. persons are likely to hold Class D Shares. as opposed to ADSs, because (i) the market for ADSs traded in the U.S. on the NYSE is sigilificantly larger than the market for Class D Shares traded in Venezuela on the Caracas Stock Exchange, and (ii) the currency underlying the ADSs is U.S. dollars, whereas the currency underlying the Class D Shares is Venezuelan Bolivars. Therefore the Republic believes that the 57.37% U.S. ownership described above represents the upper end of the range of possible U.S. ownership. If the Republic were to discover informatioli that is contrary to the ii~lbrmation set forth above. it would promptly disclose this inforination to the Commission. The Republic does not believe an exemption under paragraph (c) or (d) of Rule 14d-1 applies to the Offers. The Republic does not have sufficient information available to fully analyze the U.S. ownership of the Company's capital stock for purpose of the exemptions. Based on the share ownership information currently available to the Republic, U.S. ownership of the Company's capital stock (including ADSs) exceeds the applicable thresholds for the exemptions both based on record ownership and on a look-through basis. The Republic will notify the Commission if it obtains additional information to permit a more complete analysis. However, the Republic does not expect that such information woilld lead to a determination that an exeinptioil is available. The Republic is therefore not seeking to demonstrate that the Offers qualify for an exemption under paragraph (c) or (d) of Rule 14d- 1. Ownerslzip of Sitares by tlte Republic Until December 1991, the Company operated under the control of the Republic, which owned 100% of the Company's capital stock. The Company was privatized beginning in December 1991. when the Republic, through BANDES, sold 40% of the Company's outstanding capital stock to VenWorld. In connection with the privatization, the Republic also provided for the transfer of Class C Shares representing up to 11% of the Company's capital stock to certain employee trusts. In November 1996, the Republic, through BANDES, sold Class D Shares representing 34.8% of the outstanding capital stock of the Company in an initial public offering. As described above, the Republic currently holds all of the Class B Shares, representing approximately 6.59% of the Shares. On January 8,2007, the President of the Republic announced the intention of the Republic to nationalize certain companies, including the Company. operating in certain strategic sectors of the Venezuelan economy. In furtherance of that objective, the Republic, Verizon and Vcnholdings entered into the Verizon Memorandum, pursuant to which the Republic agreed, subject to certain terms and conditions, to commence. or cause an entity owned by the Republic to cominence, the Offers, and Venholdings agreed. subject to certain terms and conditions, to tender all of the Verizon
Shares into the offers.' ' Oil April 3,2006, Telefonos de Mexico, S.A. de C.V. ('.=)and America Movil, S.A de C.V. (.'- &&&@')announced that through an equally owned joint venture they had entered into an agreement with Verizon to acquire Verizon's equity interest in the Company, subject to applicable regulatory approvals, including the

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Venezuelan Tender Offer Rules and practice"
In Venezuela, tender offers are regulated by the Capital Markets Law of 1998 (the "Capital Markets Law") and the tender offer regulations thereunder issued by the Comisidn Nacionul de Valores of Venezuela, or the National Securities Commission (the "e), which

became effective as of May 30,2000 and were last amended on September 19,2000 (together

with the Capital Markets Law, the "Venezuelan Tender Offer Rules").

Under the Venezuelan Tender Offer Rules, the CNV has authority to authorize

tender offers for securities of companies incorporated under the laws of Venezuela or that are

listed on the Caracas Stock Exchange. With respect to companies that are incorporated under the

laws of Venezuela, we have been advised by Venezuelan counsel to the Republic that the CNV

interprets the Venezuelan Tender Offer Rules as requiring that a tender offer for securities of

such a company must be conducted under the Venezuelan Tender Offer Rules, and as a

consequence the U.S. Offer must be limited to ADSs and cannot include an offer to purchase the

Company's Shares. Venezuelan counsel has also advised that under the Venezuelan Tender

Offer Rules, the Venezuelan Offer must be open to all holders of the Company's Shares. The

structure of the AESICANTV Tender Offer, as well as the PrimorIMavesa Tender Offer,

reflected these requirements. Each of those tender offers was structured as a dual tender offer

consisting of (i) an offer for shares conducted in accordance with the Venezuelan 'Tender Offer

Rules, and as it applied to U.S. persons, in compliance with the Exchange Act and the rules and

regulations thereunder, and (ii) an offer for American depositary shares conducted in accordance

with the Exchange Act and the rules and regulations thereunder. Furthermore, a review of the

CNV case files for the PrimorIMavesa Tender Offer indicates that Primor Alimentos C.A.

originally proposed to structure its offers as a Venezuelan offer for shares and a U.S. offer for

shares held by 1J.S. persons and for all American depositary shares, b~rthat this structure was

not accepted by the CNV.

The Venezuelan Tender Offer Rules are generally consistent with the Exchange

Act in respect of the following fundamental principles: (i) a tender offer conducted under the

Venezuelan Tender Offer Rules must be open to all holders of the class of securities sought in

the tender offer; and (ii) the offeror cannot discriminate anlong holders.

As regards the procedures for conducting a tender offer, the Venezuelan Tender

Offer Rules, and relevant market practice provide, among other things. as follows.

At least five business days prior to the date on which a bidder desires to

commence a tender offer, the bidder must file with the CNV a statement providing, among other

things: general and financial infornlation about the bidder and its parent company; the precise

approval of the Conri,sirjn "vucionul de Telecotnunicuciones (National Telecommunications Conimission or

"CONATEL") of Venezuela. On February 8, 2007, the parties announced that they had tenninated their

" agreement in accorda~~ce with its terms.
We are admitted to practice law only in the State oiNew York. To the extent this letter summarizes Venezuela11 law, we have relied on advise from Cirdaneta Fontiveros y Asociados, Venezuelan counsel to the Republic. Please refer to the letter fiom Urdalieta Fontiveros y Asociados, dated the same date as this letter, attached hereto.

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A"OFNEIS AN0 COUNSLLLO'h AT LAW Page 10 terrns of the offer. including payment conditions; any preexisting relationships between the bidder and the target company; detailed information concerning the purpose of the offer, such as the bidder's intentions with respect to the operational, financial and corporate policies of the target company: and whether the bidder intends to liquidate. merge, alter the capital structure or dispose of the assets of the target company.
2. The initial term of the offer must be at least 20 Caracas Stock Exchange
trading days but no more than 30 Caracas Stock Exchange trading days. Generally speaking, .'Caracas Stock Exchange trading days" are weekdays that are not public holidays or other days when banks are required or permitted to close in Venezuela. The initial term may be extended from time to time; however, prior written approval of the CNV is required for each extension and extensions may not be for more than an aggregate of thirty (30) Caracas Stock Exchange trading days following the initial term.
3. Withdrawal rights need only be made available to a tendering shareholder
in limited circumstances -being when there is a competing offer or when the original bidder's offer has been improved and the original bidder's offer was accepted by such shareholder prior to the commencement of the competing offer or such modification of the original bidder's offer. However, an offeror may elect to waive its rights to treat tenders as irrevocable, and make withdrawal rights available to security holders when such circumstances are not present.
4. No later than five Caracas Stock Exchange trading days after the offer has
been made, the target company must publish, disseminate and file with the CNV and the stoclc exchange on which its securities are listed a response to the offer statement that discloses, among other things, details of the target company's capital structure, a report of its board of directors with respect to the potential benefits and rislcs of the offer, and the opinion of its board of directors with respect to acceptance or rejection of the offer. With certain exceptions (including with CNV approval), controlling shareholders and directors of the target company may only comment on the tender offer within the context of this formal response to the bidder's statement, and may not make additional comments after filing the response, unless the ternis of the offer are materially altered or a competing offer is commenced.
5. Venezuelan law and practice provide for an offeror to pay for securities
tendered into an offer up to ten Caracas Stock Exchange trading days following the expiration of the tender offer. First, settlement is effected through a special session of the Caracas Stock Exchange, and must be made pursuant to the rules and regulations thereof. Such settlement typically occurs on or bcfore the fifth Caracas Stock Exchange trading day following the expiration date of a11 offer. At the special settlement. all securities that have been tendered and not withdrawn are accumulated and recorded as transferred to the purchaser in a slngle transaction. Payment for such securities is then made available to holders anytime up to five Caracas Stock Exchange trading days hllowing such settlement.

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The Proposed Transaction Structure
In order to comply with the Venezuelan Tender Offer Rules and the requirements of the Exchange Act, the Republic proposes to structure the Offers as follows:
(i) the Venezuelan Offer would be an offer for all Shares of the Company that would be conducted in accordance with the Venezuelan Tender Offer Rules and applicable rules of Venezuelan organizations, including rules and regulations of the Caracas Stock Exchange, and except for the relief requested herein or as otherwise described herein, would comply with the Exchange Act and Regulations 140 and 14E thereunder with respect to U.S. persons; and (ii) the U.S. Offer would be an offer for all ADSs of the Company that would be conducted in accordance with the Exchange Act and Regulations 14D and 14E thereunder, except for the relief requested herein. The U.S. Offer to Purchase and the accompanying ADS Letter of Transmittal, ADS Notice of Guaranteed Delivery and other relevant materials (collectively, the "U.S. Offer Materials") and the Venezuelan offer materials, which will consist of an offer to purchase, a share transmittal letter and the related Venezuelan materials (collectively, the "Venezuelan Offer Materials"), will disclose (i) that holders of Class D Shares that desire to participate in the U.S. Offer may deposit their Class D Shares with the Depositary under the Deposit Agreement, in exchange for ADSs which they may tender in the U.S. Offer; and (ii) that holders of ADSs that desire to participate in the Venezuelan Offer may withdraw the Class D Shares underlying their ADSs from the Depositary under the Deposit Agreement and tender those Class D Shares in the Venezuelan Offer (the "Conversion Option"). In addition, as requested by the Commission, holders of Class D Shares will be able to utilize the Delivery Arrangement to deposit their Class D Shares with a Venezuelan custodian for the account of the depositary for the ADS facility, with instructions for the ADSs to be issued in exchange therefor to be delivered to the receiving agent in the U.S. Offer for tender into the U.S. Offer. Holders of Class D Shares utilizing the Delivery Arrangement will not be responsible for the deposit fee provided for in the Deposit Agreement in connection with the Class D Shares deposited under the Delivery Arrangement. Unexchanged Class D Shares or exchanged Class D Shares represented by ADSs that are not purchased in the U.S. Offer for any reason will be returned to the holders thereof in the form of Class D Shares. The Delivery Arrangement is consistent with the structure used by the Company in its 2001 tender offer for its own Shares and ADSs. See In the ~Muiter of Compaiziu An6nimu ~Vacionul TeI4fiitnos de Venezuela/CA,VTV) Issuer tender ofji;r,fbr Amerieun Depositary Shares, Divisiotl of Corporation Finance File No.: 5-47557, Division of Market Regulation File No.: 02-20 (November 20.2001)). The Offers would be further structured and conducted as follows:

The Republic intends to commence the Venezuelan Offer in accordance with the
Venezuelan render Offer Rules and the Exchange Act and the U.S. Offer in accordance nith the

CURTIS, MALLET-PREVOST, COLT F. MOSLE LLP
AliORNEVS AN0 COUNSELLOI1S AT inw Page 12
Exchange Act, in each case. promptly following the CNV's formal approval of the Venezuelan

Offer Materials. The date of commencement is referred to in this letter as the "Commencement

r)ate").

Holders of Shares, whatever the class, will be paid the same per Share consideration
for tendering into the Venezuelan Offer. Holders of ADSs will also be paid the same per Share consideration. except that such amount will be multiplied by seven since each ADS represents seven Shares. The price in the Venezuelan Offer would be the Bolivar equivalent (based on the Bolivar Exchange Rate for the settlement date of the Venezuelan Offer) of US$2.12113 per Share. Currently, the Bolivar Exchange Rate is Bs. 2,150 per US$I.OO. The price in the U.S. Offer would he US$14.84791 per ADS, being the same as the Dollar-denominated price in the Venezuelan Offer, multiplied by seven to take into account that each ADS represents seven Shares. The consideration in the U.S. Offer would be paid in cash in U.S. dollars. The consideration in the Venezuelan Offer would be paid in cash in Bolivars.
If the Republic were to increase the price per Share in the Venezuelan Offer, the
Republic would (and the U.S. Schedule TO would disclose that the Republic would) correspondingly increase the price per ADS in the U.S. Offer (taking into account the number of Class D Shares represented by each ADS). If the Republic were to increase the price per share in the U.S. Offer, the Republic would (and the U.S. Schedule TO would disclose that the Republic would) correspondingly increase the price per Share in the Venezuelan Offer (taking into account thc number of Class D Shares represented by each ADS).
The U.S. Offer and the Venezuelan Offcr would be conditioned upon, among other
things, the sum of (a) the number of Class B Shares held by the Republic, (b) the number of Class D Shares represented by ADSs validly tendered and not withdrawn, and to be purchased pursuant to. the U.S. Offer, and (c) the number of Shares validly tendered and not withdrawn, and to be purchased pursuant to, the Venezuelan Offer, representing at least a majority of the outstanding shares of capital stock of the Company.
On the Commencement Date, the Republic would file a Schedule TO relating to the
U.S. Offer (the "U.S. Schedule TO") with the Commission on its Electronic Data Gathering, Analysis, and Retrieval (;'EDGAR) system, and would deliver copies of the U.S. Offer Materials to the Company and the New York Stock Exchange, in connection with the U.S. Offer. Also on the Commencement Date, the Republic would file a Schedule TO relating to the Venezuelan Offer with the Commission on EDGAR and would deliver copies of the Venezuelan Offer Materials to the Company and the Caracas Stock Exchange. In addition, on the Commencement Date, the Republic would publish in a newspaper of national circulation in the United States a tombstone-style advertisement setting forth the information generally required by
Section 14(d) of the Exchange Act and Regulation 14D thereunder. On or about the
Commencement Date, the Republic would also publish in one or more newspapers of national circulation in Venezuela a summary of the Venezuelan Offer as required by the Venezuelan 'Tender Offer Rules.

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ATTYRNLIS AND COUNSELLoll5 AT Law Page 13
6. As requested by the Con~mission in connection with the PrimorIMavesa Tender
Offer, and as observed in connection with the AESICANTV Tender Offer, in addition to making available Spanish language versions of the Venezuelan Offer Materials, the Republic will make available to holders of Shares who are U.S. persons (i) a translation into English of the Venezuelan Offer Materials and (ii) an information supplement that provides additional disclosure concerning the Venezuelan Offer (such supplement, which will form part of the Venezuelan Offer Materials, the "Supplement"). The English version of the Venezuelan Offer Materials, including the Supplement. would satisfy all relevant disclosure requirements of
Schedule TO under the Exchange Act with respect to the Venezuelan Offer, and therefore U.S.
holders of Shares participating in the Venezuelan Offer would receive substantially the same information as holders of ADSS.'
7. The Republic would waive its rights to treat tenders into the Venezuelan Offer as
irrevocable, and would make withdrawal rights available to security bolders while the Venezuelan Offer is still open.
8. The initial expiration date of the Offers would be at least twenty (20) U.S. business
days (as contemplated by Rule 14e-l(a) under the Exchange Act) after the Commencement Date. or if longer, twenty (20) Caracas Stock Exchange trading days after the Commencement Date (the "Initial Expiration Date").
9. The U.S. Offer Materials and the Venezuela11 Offer Materials would disclose (i) that
Venezuelan law currently would prohibit the extension of the expiration date of the Venezuelan Offer to a date later than the thirtieth Caracas Stock Exchange trading day after the Initial Expiration Date and (ii) that, under some circumstances (such as a change in the offer price or other material change in the terms ofthe U.S. Offer), U.S. law may require an extension of the expiration date of the U.S. Offer to a date later than such thirtieth Caracas Stock Exchange trading day after the Initial Expiration Date and that, in such event, the Republic might be required to purchase Shares in the Venezuelan Offer before it purchases ADSs in the U.S. Offer. The U.S. Offer Materials and the Venezuelan Offer Materials would also disclose that, subject to applicable law, the Republic intends to consummate the U.S. Offer concurrently with the Venezuelan Offer.
10. If an extension were required under U.S. law or regulation, including an extension
beyond the sixtieth Caracas Stock Exchange trading day following the Commencement Date, the Republic would seek exemptive relief from the CNV to permit an equivalent extension of the Venezuelan Offer. However, there can be no assurance that the CNV would grant such relief. If no relief were obtained, Venezuelan law map require that the Republic pay for Shares tendered Such holders are therefore protected by the Exchange Act disclosure requirements. We have been requested by the Republic to emphasize that providing the English translation of the Venezuelan Offer Materials, including the Supplement. does riot reflect an admission that such documents are required in connection with simultaneous tender offers in the U.S. and abroad. In our view the Supplement is unnecessary because given the right of holders of Class D Shares to convert into ADSs and vice versa, as disclosed in the U.S. Offer Materials and the Venezuelan Offer Materials, U.S. holders that hold Class D Shares have access to all information provided to tile holders of ADSs.

CURTIS, MALLEI-PREVOST, COLT E. MOSLE LLP
4iiDilhF"S AND CoUYSELL095 Ai LAW Page 14 pursuant to the Venezuelan Offer prior to the date of payment for ADSs tendered pursuant to the U.S. Offer. In addition, with respect to U.S. persons participating in the Venezuelan Offer (and the U.S. Offer Materials would disclose that), the Republic would be unable to comply with the G.S. tender offer requirement for such extension.
11. Except for Venholdings' agreement to tender in the Offers 196,401,427 Class A
Shares and 4,001,3 11 ADSs representing 28,009,177 Class D Shares owned by it, the Republic has not purchased or made any arrangement to purchase, and will not purchase or make any arrangement to purchase. Shares or ADSs outside of the U.S. Offer (except pursuant to the Venezuelan Offer) from February 12, 2007, the date the Republic announced in Venezuela the execution of the Verizon Memorandum and its intention to commence the Offers (the "Announcement Date") until the expiration date of the U.S. Offer, and the U.S. Schedule TO would disclose that, except for the matters described above, the Republic has not purchased or made any arrangement to purchase, and would not purchase or make any arrangement to purchase. Shares or ADSs outside of the U.S. Offer (except pursuant to the Venezuelan Offer) from the Announcement Date until the expiration date of the U.S. Offer.
12. In accordance with Venezuelan law and market practice. as described above in
paragraph 5 under "Venezuelan Tender Offer Rules and Practice," settlement for Shares tendered in the Venezuelan Offer would take place at a special session of the Caracas Stock Exchange on or before the fifth Caracas Stock Exchange trading day following the expiration date of the Venezuelan Offer (the "CSE Special Session"). Payment for Shares tendered in the Venezuelan Offer would then be made available within a further five (5) Caracas Stock Exchange trading days following the CSE Special Session.
13. In order for the timing - of payment for ADSs tendered in the U.S. Offer to conform to A .

the timing of payment in the Venezuelan Offer, payment for ADSs accepted in the U.S. Offer would be made as promptly as practicable following the CSE Special Session, but in any event within tell (10) Caracas Stock Exchange trading days following the expiration date of the IJ.S Offer.
14. Except as noted in this letter, the Republic expects that the terms of the two Offers
would be identical in all material respects.
Requested Relief
Rule 14d-1 O(a)(l)
Rule 14d-lO(a)(l) promulgated under the Exchange Act provides that no person shall make a tender offer unless the offer is open to all security holders of the class of securities subject to the tender offer. The U.S. Offer would be open to holders of ADSs (and not to holders of Shares) and, conversely. the Venezuelan Offer would be open to holders of Shares (and not to holders of ADSs). The Commission takes the position that ADSs and the shares of capital stock underlying the ADSs should be treated as a single class of securities for purposes of Sections

CURTIS, MALLET-PREVOST. COLT d MOSLE LLP
AiiomNLIS AND C0UNBELLO.S AT LAW Page 15
14(d) and 14(e) of the Exchange Act and the regulations thereunder. Therefore, Rule 14d10(a)(l) could be read to prohibit the dual structure of the Offers. The Commission has adopted certain exemptive rules for cross-border tender and exchange offers and business combinations and rights offerings relating to the securities of foreign companies. The promulgating release (Release Nos. 33-7759, 34-42054; International Series Release No. 1208) (the "Cross Border Release") indicates that the purpose of granting exemptions from Rule 14d-10 is to facilitate U.S. investor participation in these types of transactions. As described in this letter. there are certain conflicts between the Venezuelan Tender Offer Rules and the tender offer rules and practice in the linited States. We believe that the best method for reconciling these conflicts is the dual offer structure described in this letter. In view of the fact that the U.S. Offer would be for ADSs and that the Venezuelan Offer would be for Shares, on behalf of the Republic, we respectfully request exemptive relief from Rule 14d-10(a)(l). pursuant to Rule 14d-lO(f), with respect to the Venezuelan Offer and the U.S. Offer in order that the dual offer structure as described in this letter may proceed as contemplated. Given (i) the protections afforded by the Venezuelan regulatory regime, (ii) that the Offers would be made for Shares and ADSs on the same financial terms. (iii) the differences in procedural requirements under the Venezuelan Tender Offer Rules and the U.S tender offer laws and regulations, (iv) that holders of Class D Shares who wish to tender their securities into the lJ.S. Offer and holders of ADSs who wish to tender their securities into the Venezuelan Offer will be able to utilize the Conversion Option (and in the case of holders of Class D Shares, the Delivery Arrangement), (v) that the availability of the Conversion Option and the Delivery Arrangement would be disclosed by means of the U.S. Schedule TO and the Venezuelan Offer Materials, (vi) that the Republic would make available to U.S. holders of Shares a translation into English of the Venezuelan Offer Materials, including the Supplement, that would satisfy the disclosure requirements of Schedule TO under the Exchange Act with respect to the Venezuelan Offer, (vii) that the structure of the Offers is required under the Venezuelan Tender Offer Rules, and (viii) that, except for the relief requested here~n or as otherwise described herein, the Venezuelan Offer would comply with the Exchange Act and Regulations 140 and 14E thereunder with respect to U.S. persons, we believe that the requested exemptions are both appropriate and consistent with the intent of the Cross Border Release and the Exchange Act. As previously noted, we believe this relief is consistent with the relief granted by the Con~mission in connection with the PrimorIMavesa Tender Offer. Rule i4e-5 Among other things, Rule 14e-5 promulgated under the Exchange Act
prohibits (subject to specified exceptions) a person making a tender offer for an equity security from, directly or indirectly. purchasing or making any arrangement to purchase such security or any security whicb is immediately convertible into or exchangeable for such security, except pursuant to such offer. The prohibition continues from the time of the public announcement of

CURTIS. MALLET-PREVOST, COLT 6 MOSLE LLP
/IIIORNE"S AND COUNbLLLORS A, LAW Page 16 the offer until the expiration of the offer period, including any extensions thereof. Read literally, Rule 14e-5 could be interpreted to prohibit purchases of Shares pursuant to the Venezuelan Offer after the Announcement Date. On the basis and for the reasons outlined below, we are hereby applying, on behalf of the Republic, for exemptive relief from the provisions of Rule 14e-5 pursuant to Rule 14e-5(d) in order to allow the Republic to make the simultaneous Venezuelan Offer, to purchase Shares thereunder, and to enter into such arrangements and agreements, and take such other steps. as may be necessary or advisable under Venezuelan law and stock exchange regulations to effect the Venezuelan Offer, in each case, after the February 12, 2007 Announcelnent Date and during the period covered by Rule 14e-5. We believe the Rule 14e-5 exemptive relief requested in this letter is, in large measure, contemplated by, or consistent with, the exemptive relief granted in connection with other similarly structured tender offers. See, e.g., In the Matter ofThe AES Corporation Tender Qfer.for Shares and ADSs of Compaiiia Andnimu lliucional Telt!jonos de Venezuela (CANTV), and It? the Matler ofPrimor Alimentos CA. Tender 0ffir.for Shares andADSs c$Mavesa S.A. See, also, In the Matter of Gas Natural SDG, SA 's Exchange OffL.r,for Endesy SA. Holders of ADSs would be entitled to participate in the U.S. Offer on terms at least as favorable as those offered to holders of Shares in the Venezuelan Offer, and holders of Shares would be entitled to participate in the Venezuelan Offer on terms at least as favorable as those offered to holders of ADSs in the U.S. Offer. Given the fact that the Conversion Option would be disclosed in both the U.S. Offer Materials and the Venezuelan Offer Materials, the aforementioned differences should not prevent the Commission from granting the relief herein requested. Further, the Republic has considered steps to ensure that the procedural terms of the Offers would be as equivalent as practically possible given local law considerations and that the consideration in the Offers would on a per share basis he the same (taking into account the number of Class D Shares represented by each ADS). The Republic notes in this context that granting the relief requested would be a factor greatly facilitating cross-border offers because it would encourage bidders for non-U.S. companies to extend offers to U.S. persons. Because the proposed dual offer structure involves purchases pursuant to a foreign tender offer? it does not present the same risks as would open market and privately negotiated purchases, and the policies forming the basis for Rule l4e-5 would not be violated if the exemption requested is granted. If the Republic proceeds with the Offers, the Republic's intelltion to make (x) purchases pursuant to the Venezuelan Offer and the purchases themselves would be fully disclosed to holders of ADSs in
the U.S. Offer Materials who would be assured the benefit of the same price paid per Share being offered in the Venezuelan Offer and (y) purchases pursuant to the U.S. Offer and the purchases themselves would be fully disclosed to holders of Shares in the Venezuelan Offer Materials who would be assured of the same price paid per Share in the U.S. Offer.

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Rule 14e-1(c)
Rule 14e-1 (c) promulgated under the Exchange Act provides that a person who makes a tender offer must pay the consideration offered or return the securities deposited by or on behalf of security holders promptly after the termination or withdrawal of the tender offer. Under Venezuelan law and practice. however, following expiration of a tender offer. settlement must he effected through a special session of the Caracas Stock Exchange, pursuant to the rules and regulations thereof. Such settlement could take place as much as five Caracas Stock Exchange trading days following the expiration date. Under Venezuelan law and market practice, payment for the securities accepted could then be made available anytime up to five Caracas Stock Exchange trading days following settlement. Consequently, Venezuelan market practice could result in tendering security holders being paid later than they would he under Rule 14e-l(c). On behalf of the Republic, we hereby respectfully request that the Commission confirm that it will not take enforcement action if payment for Shares tendered by U.S. persons in the Venezuelan Offer is made in accordance with Venezuelan law and market practice as described above in paragraph 5 under "Venezuelan Tender Offer Rules and Practice," which provides for payment for securities tendered in a tender offer to he made up to ten (10) Caracas Stock Exchange trading days following the expiration date of the tender offer. In addition, in order to enable the Republic to structure the Venezuelan Offer and the U.S. Offer in as similar a manner as practicable, on behalf of the Republic, we hereby respectfully request that the Commission confirm that it will not take enforcement action if payment for ADSs tendered in the U.S. Offer is made in accordance with Venezuelan law and market practice, but in any event within ten (10) Caracas Stock Exchange trading days following the expiration date of the U.S. Offer. This relief is consistent with Rule 14d-l(c) relief available pursuant to Rule 14dl(d)(2)(iv) as part of the Tier 11 exemption. This relief is also consistent with relief granted by the Commission in connection with the 2004 offers by Harmony Gold Mining Company Limited for shares and American depositary shares of Gold Fields Limited (In the Matter qf Qffrs bj~ Harmony Gold mining Company Limited,for all Ordinary Shares, including Ordinury Shares represented by ADSs, qf Gold Fields Limited, Exchange Act File No. TP 04-106 (November 19, 2004)) and the recent offer by Lavena Holding 4 GmbH and certain other parties for shares of ProSiehenSat. 1 Media AG (In re Offrr,fitr Shares qfPuoSiehenSat.1 media AG (January 30, 2007).

CURTIS, MALLET-PREVOST. COLT 6 MOSLE LLP
ATTOIINflS AND CO"N5ELLOil5 AT La", Page 18
If you need further infomlat~on or deslre lo discuss these matters further, please call me at (212) 696-6943 or Lawrence Goodman at (212) 696-6099 Very truly yours,

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Valarie A. HimgCc: Lau~rerlce Goodma11

.I~II: Mr. Hrian 1;.f3rei1e11y6i":.sq,.C.31ii:i' 2.1s Cilrisrina i:, b'haih, i:s().. Special ih~insel .. Mr.Iiicntcl ifiiclrm~ny.k:sci.. Spccia?i:oiinsirl

Oflice oTMcryers and ,?%ccj~;isitio~:s.

I?ivision i?fCusrprateFiriarac,e

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