American Depositary Shares, Each Representing Seven Class D Shares (the “ADSs”)

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box o.

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

This Amendment No. 3 (the “Third Amendment”) amends the initial Schedule 13D (the “Schedule 13D”) filed on April 12, 2006, with the Securities and Exchange Commission (the “Commission”), by the Reporting Persons (as defined in the Schedule 13D), with respect to the Class D Shares and the ADSs of Compañía Anónima Nacional Teléfonos De Venezuela (CANTV) (“CANTV” or the “Issuer”), with each ADS representing seven Class D Shares. Capitalized terms used but not otherwise defined in this Third Amendment have the meanings ascribed to such terms in the Schedule 13D.

(a)-(b) The description contained herein supplements Item 4 in the Schedule 13D and should be read in connection therewith.

On December 29, 2006, the Stock Purchase Agreement was amended (“Amendment No.3 to the Stock Purchase Agreement”) to extend to February 28, 2007, the date by which, if the Acquisition has not been consummated, the JV or the Verizon Subsidiaries may thereafter unilaterally terminate the Stock Purchase Agreement (unless the failure of the Acquisition to have been consummated is attributable to the material breach of the party so seeking to terminate the Stock Purchase Agreement). The Amendment No. 3 to the Stock Purchase Agreement also contains an irrevocable waiver by the JV of the provisions of Section 7.3(f)(ii) of the Stock Purchase Agreement with respect to the dividend proposed by the Issuer’s Board of Directors and approved by the Issuer’s shareholders on November 27, 2006. The Amendment No.3 to the Stock Purchase Agreement is included as Exhibit 99.8 hereto and is incorporated herein by reference. Any description of the Stock Purchase Agreement or Amendment No.3 to the Stock Purchase Agreement contained herein is qualified in its entirety by reference to Exhibits 99.2 and 99.8.

The description contained herein supplements Item 6 in the Schedule 13D and should be read in conjunction therewith.

The information set forth under Item 4 of this Third Amendment and in Exhibit 99.8 attached hereto is incorporated herein by reference.

To the knowledge of the Reporting Persons there are no other contracts, arrangements, understandings or relationships (legal or otherwise) among the Reporting Persons or between the Reporting Persons and any person with respect to any securities of the Issuer, including but not limited to transfer or voting of any of the securities of the Issuer, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies, or a pledge or contingency the occurrence of which would give another person voting power or investment power over the securities of the Issuer.

EXHIBIT INDEX

Exhibit Number	Description

99.1*	Press Release, dated April 3, 2006
99.2*	Stock Purchase Agreement, dated as of April 2, 2006, by and among GTE Venezuela S.a.r.l. and Verizon International Holdings Inc., as the Sellers, and Oarsman Investments B.V., as the Buyer
99.3*	Shareholders Agreement of Oarsman Investments B.V., dated as of April 12, 2006, by and among Sercotel, S.A. de C.V. and Controladora de Servicios de Telecomunicaciones, S.A. de C.V.
99.4*	Powers of Attorney
99.5*	Joint Filing Agreement
99.6**	Amendment No. 1 to the Stock Purchase Agreement, dated as of June 30, 2006, by and among GTE Venezuela S.a.r.l. and Verizon International Holdings Inc., as the Sellers, and Oarsman Investments B.V., as the Buyer
99.7***	Amendment No. 2 to the Stock Purchase Agreement, dated as of October 2, 2006, by and among GTE Venezuela S.a.r.l. and Verizon International Holdings Inc., as the Sellers, and Oarsman Investments B.V., as the Buyer
99.8	Amendment No. 3 to the Stock Purchase Agreement, dated as of December 29, 2006, by and among GTE Venezuela S.a.r.l. and Verizon International Holdings Inc., as the Sellers, and Oarsman Investments B.V., as the Buyer

*Previously filed as an Exhibit to the Schedule 13D filed with the Commission on April 12, 2006.

**Previously filed as an Exhibit to the First Amendment filed with the Commission on July 10, 2006.

*** Previously filed as an Exhibit to the Second Amendment filed with the Commission on October 3, 2006.

CUSIP No. P3055Q103 (Class D); 204421101 (ADSs)

13D

Page 5 of 6

SIGNATURE

After reasonable inquiry, and to the best of my knowledge and belief, I certify that the information set forth in this Statement is true, complete and correct.

Carlos Slim Helú

Carlos Slim Domit	By: /s/ Eduardo Valdés Acra
	Eduardo Valdés Acra
Marco Antonio Slim Domit	Attorney-in-Fact
	January 3, 2007
Patrick Slim Domit

María Soumaya Slim Domit

Vanessa Paola Slim Domit

Johanna Monique Slim Domit

CARSO GLOBAL TELECOM, S.A. DE C.V.

By: Armando Ibáñez Vázquez
Title: Attorney-in-Fact

TELÉFONOS DE MÉXICO, S.A. DE C.V.

By: Adolfo Cerezo Pérez
Title: Attorney-in-Fact

AMÉRICA TELECOM, S.A. DE C.V.

By: Armando Ibáñez Vázquez
Title: Attorney-in-Fact

CUSIP No. P3055Q103 (Class D); 204421101 (ADSs)

13D

Page 6 of 6

AMÉRICA MÓVIL, S.A. DE C.V.

By: Alejandro Cantú Jiménez
Title: Attorney-in-Fact

INMOBILIARIA CARSO, S.A. de C.V.

By: Armando Ibáñez Vázquez
Title: Attorney-in-Fact

EX-99.8 2 ammovil13da3-ex998_0103.htm

EXECUTION VERSION

AMENDMENT NO. 3 TO

STOCK PURCHASE AGREEMENT

This AMENDMENT NO. 3 (“Amendment No. 3”), dated as of December 29, 2006, is made by the parties hereto to that certain Stock Purchase Agreement, dated as of April 2, 2006, as amended (the “SPA”), by and among GTE Venezuela S.à r.l., a société à responsabilité limitée organized under the laws of the Grand Duchy of Luxembourg (“Lux Seller”), Verizon International Holdings Inc., a Delaware corporation (“Del Seller” and, together with Lux Seller, the “Sellers”), and Oarsman Investments B.V., a besloten vennootschap met beperkte aansprakelijkheid organized under the laws of the Netherlands (the “Buyer”).

RECITALS

A. The SPA may be terminated at any time prior to the Closing by either the Sellers or the Buyer if the Closing shall not have occurred by December 29, 2006.

B. As of the date hereof, the Closing has not occurred.

D. The Sellers and the Buyer wish to extend the date after which the SPA may be terminated and to provide for certain other agreements as specified herein.

In consideration of the foregoing and the mutual covenants and agreements herein contained, and intending to be legally bound hereby, the parties hereto (the “Parties”) agree as follows:

AGREEMENT

1. Capitalized terms used herein and not defined herein shall have the meanings assigned to such terms in the SPA.

The Parties agree that Section 9.19(a) of the SPA shall be amended to read as follows:

(a) This Agreement may be terminated at any time prior to the Closing by either the Sellers or the Buyer if the Closing shall not have occurred by February 28, 2007; provided that neither the Sellers nor the Buyer may terminate this Agreement pursuant to this sentence if the failure of Closing to occur by such date is attributable to a breach by the Sellers or the Sellers’ Parent, on the one hand, or the Buyer or the Buyer Parents, on the other hand, respectively, of any of their material obligations hereunder. Notwithstanding the foregoing, the Buyer shall have the right to terminate this Agreement before February 28, 2007 if there is a failure of any of the conditions to the Buyer’s obligation to close set forth in paragraphs (c), (d), (e), (f), (h) or the first sentence of (i) of Section 7.3, provided that such failure is incapable of being cured before February 28, 2007. The party seeking to terminate this Agreement pursuant to this Section 9.19(a) shall (i) first discuss with the other party the reasons that Closing has not occurred and whether an extension should be agreed, and (ii) if an extension is not agreed, give prompt written notice of such termination to the other party.

3. The Buyer hereby irrevocably waives the application of the provisions of Section 7.3(f)(ii) of the SPA to the proposal made by the Company’s Board of Directors, and the shareholder approval granted on November 27, 2006, of a dividend in the amount of 307.14 Bolivars per share of capital stock of the Company (the “November 2006 Dividend”), and the payment of such November 2006 Dividend when made, and agrees with the Sellers that such proposal, shareholder approval and payment shall not constitute or give rise to a failure of the condition to the obligation of the Buyer set forth in such Section 7.3(f)(ii) of the SPA. Notwithstanding the waiver set forth in the immediately proceeding sentence, nothing in this Amendment No. 3 shall be deemed to constitute (i) a waiver by the Buyer with respect to any other proposal made by the Company’s Board of Directors, or shareholder approval granted, in respect of any dividend or other distribution other than the November 2006 Dividend, or the payment of any dividend or other distribution other than the November 2006 Dividend or (ii) a waiver or modification of any other provision of the SPA.

4. Except as expressly provided in this Amendment No. 3, all of the terms and conditions of the SPA remain unchanged and in full force and effect.

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5. This Amendment No. 3 and all disputes or controversies arising out of or relating to this Amendment No. 3 or the transactions contemplated hereby shall be governed by, and construed in accordance with, the laws of the State of New York. Any dispute or controversy arising out of this Amendment No. 3 shall be resolved in accordance with the applicable provisions of Article 9 of the SPA.

6. This Amendment No. 3 may be executed in any number of counterparts and by each Party on a separate counterpart, each of which when so executed and delivered shall be an original, but all of which together shall constitute one instrument.

[The remainder of this page is intentionally left blank.]

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IN WITNESS WHEREOF, the Sellers and the Buyer have caused this Amendment No. 3 to be executed as of the date first written above by their respective officers thereunto duly authorized.

	GTE VENEZUELA S.Á.R.L

By:	Verizon International Holdings Inc., Its Manager

By:	/s/ Christopher M. Bennett
	Name:	Christopher M. Bennett
	Title:	Vice President – General Counsel


	VERIZON INTERNATIONAL HOLDINGS INC.

By:	/s/ Christopher M. Bennett
	Name:	Christopher M. Bennett
	Title:	Vice President – General Counsel


	OARSMAN INVESTMENTS B.V.

By:	/s/ Sergio Rodríguez Molleda
	Name:	Sergio Rodríguez Molleda
	Title:	Attorney-in-Fact

By:	/s/ Alejandro Cantú Jiménez
	Name:	Alejandro Cantú Jiménez
	Title:	Attorney-in-Fact

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The undersigned join as parties to the foregoing Amendment No. 3 for the limited purposes provided in Section 9.20 of SPA.

VERIZON COMMUNICATIONS INC.

By:	/s/ John W. Diercksen
	Name:	John W. Diercksen
	Title:	Executive Vice President – Strategy Development and Planning


TELÉFONOS DE MÉXICO, S.A. DE C.V.

By:	/s/ Sergio Rodríguez Molleda
	Name:	Sergio Rodríguez Molleda
	Title:	Attorney-in-Fact


AMÉRICA MÓVIL, S.A. DE C.V.

By:	/s/ Alejandro Cantú Jiménez
	Name:	Alejandro Cantú Jiménez
	Title:	Attorney-in-Fact

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