Securities Exchange Act of 1934
Rules 14d-10(a)(1), 14e-1(c) and 14e-5

April 6, 2007

Responses of the Office of Mergers and Acquisitions
Division of Corporation Finance and the
Office of Trading Practices
Division of Market Regulation

Valarie A. Hing
Curtis, Mallet-Prevost, Colt & Mosle LLP
101 Park Avenue
New York, NY 10178

Dear Ms. Hing:

We are responding to your letter dated April 6, 2007 addressed to Brian V. Breheny, Christina Chalk, Daniel Duchovny, James Brigagliano and Racquel Russell, as supplemented by telephone conversations with the staff, with regard to your request for exemptive and no-action relief. To avoid having to recite or summarize the facts set forth in your letter, our response is attached to the enclosed copy of your letter. Unless otherwise noted, capitalized terms in this letter have the same meaning as in your letter.

Based on the facts presented and the representations made in your letter dated April 6, 2007, as supplemented by telephone conversations with the staff, the Commission hereby grants exemptions from:

• Rule 14d-10(a)(1) under the Exchange Act. This exemption permits the Republic to make the U.S. Offer available only to persons who hold ADSs of CANTV, provided that all persons holding Shares, including U.S. persons holding Shares may use the Delivery Arrangement to participate in the U.S. Offer. All persons who hold Shares, including U.S. holders, may participate in the Venezuelan Offer.
   
• Rule 14e-5 under the Exchange Act. This exemption is to permit the Republic to purchase or arrange to purchase Shares of CANTV pursuant to the Venezuelan Offer during the U.S. Offer. You do not request and we do not grant any relief regarding purchases or arrangements to purchase Shares or ADSs otherwise than pursuant to the Offers. In granting this relief, we note that, except for the relief specifically granted herein, the Republic will comply with Rule 14e-5.

In addition, based on the facts presented and the representations made in your letter dated April 6, 2007, as supplemented by telephone conversations with the staff, the staff of the Division of Corporation Finance will not recommend enforcement action under Rule 14e-1(c) under the Exchange Act. This no-action position allows the payment for securities tendered by U.S. persons is made in accordance with Venezuelan law and practice, as described in your letter, and within ten Caracas Stock Exchange trading days after the expiration of the U.S. Offer.

In granting this relief, we note in particular:

• your representation that the Venezuelan Offer must be open to all shareholders, including U.S. persons,
   
• the availability of the Delivery Arrangement as described in your letter, and
   
• that, except for the relief requested here and except as described in your letter, the Venezuelan Offer would comply with the Exchange Act and Regulations 14D and 14E thereunder.

The foregoing exemptions are based solely on your representations and the facts presented in your April 6, 2007 letter, including your representation regarding the conflicting regulatory schemes and tender offer practices, as supplemented by telephone conversations with the Commission staff. The relief is strictly limited to the application of these rules to the proposed transactions. You should discontinue this transaction pending further consultations with the staff if any of the facts or representations set forth in your letter change.

We also direct your attention to the anti-fraud and anti-manipulation provisions of the federal securities laws, including Section 10(b) and 14(e) of the Exchange Act and Rule 10b-5 thereunder. Responsibility for compliance with these and any other applicable provisions of the federal securities laws rest with the participants in any offer. The Divisions of Corporation Finance and Market Regulation express no views on any other questions that may be raised by these transactions, including, but not limited to, the adequacy of the disclosure concerning, and the applicability of any other federal or state laws to, any offer.

For the Commission,
By the Division of Corporation Finance,
Pursuant to delegated authority,

Brian V. Breheny
Chief, Office of Mergers and Acquisitions
Division of Corporation Finance

For the Commission,
by the Division of Market Regulation
pursuant to delegated authority

James A. Brigagliano
Associate Director

Incoming Letter:

The Incoming Letter is in Acrobat format.

http://www.sec.gov/divisions/corpfin/cf-noaction/2007/cantv040607-14d-10.htm