Exhibit 1.11


                                CUSTODY AGREEMENT

         This Custody Agreement is made on November 20, 2001 by and between
Inversiones Inextel, C.A. ("Depositor") a sociedad anonima existing under the
laws of Venezuela and AES Comunicaciones de Venezuela, C.A. ("Custodian") a
sociedad anonima existing under the laws of Venezuela.

         Section 1. Custody of CANTV shares. Depositor hereby transfers
63,999,999 shares (the "Shares") of its property of Compania Anonima Nacional
Telefonos de Venezuela ("CANTV") to Custodian. Custodian hereby takes custody of
the Shares and agrees to safekeep the Shares and return the Shares to Depositor
upon expiration of the term set forth herein or until earlier requested in
writing by Depositor with or without cause.

         Depositor and Custodian shall subscribe any documents, registries and
books required to transfer the Shares to Custodian, including, but not limited
to the transfers in the stock registry book of CANTV kept by Banco Venezolano de
Credito.

         Section 2. Appointment as Proxy. Depositor hereby appoints Custodian as
its agent before CANTV. Consequently, Custodian, through its representatives,
officers and agents, is hereby authorized to represent the Shares in any and all
shareholders meetings of CANTV, without any further document being necessary to
such effect, being sufficiently authorized to exercise all voting rights related
to the Shares.

         Custodian shall be authorized to receive solely and exclusively for the
account of Depositor, any and all distributions made by CANTV including but not
limited to dividends in shares, cash or other securities. Any and all
distributions in cash made by CANTV with respect to the Shares shall be kept by
Custodian for the account of Depositor unless otherwise instructed in writing by
Depositor. Distributions in kind with respect to the Shares shall be kept in
custody by Custodian under this Agreement, unless otherwise instructed in
writing by Depositor.

         Section 3. Disposition of the Shares. Custodian shall not sell,
encumber or in any way transfer or dispose of the Shares without the express
written instructions of Depositor.

         Section 4. Taxes. Depositor shall be liable for the payment of any
taxes, duties or fees, including withholdings, imposed by an governmental
authority, either





national, state, local or foreign with respect to the Shares and any
distributions in respect thereof. It is understood that in case Custodian pays
for such taxes, duties or fees, Depositor shall promptly reimburse such amounts
to Custodian upon its written request.

         Section 5. Term. This Agreement shall have a duration of two (2) years
from the date hereof, provided however that, Depositor shall be entitled at any
time during the term hereof to terminate this Agreement, with or without cause,
by delivering a written notice to such effect to Custodian.

         Section 6. Notices. All notices, requests, claims, demands or other
communications hereunder shall be in writing and shall be given or made (and
shall be deemed to have been duly given or made upon receipt) by delivery in
person, by courier service, by facsimile or by registered or certified mail
(postage prepaid, return receipt requested) to the respective parties at the
following addresses (or at such other address for a party as shall be specified
in writing in a notice given in accordance with this Section 6):

(a)      if to Depositor

                  Avenida Vollmer
                  Edificio La Electricidad de Caracas
                  San Bernardino, Caracas
                  Venezuela
                  Facsimile: 58-212-502-3500
                  Attention: Julian Nebreda

(b)      if to Custodian

                  c/o The AES Corporation
                  1001 North 19th Street
                  Arlington, Virginia
                  Facsimile:  703-522-1315
                  Attention:  Jeffery Safford


         Section 7. Governing Law. This Agreement shall be governed and
construed under the laws of the Bolivarian Republic of Venezuela, without
reference to its conflicts of laws. Any dispute arising from the interpretation,
construction, application or termination of this Agreement shall be finally
solved by the courts of the Metropolitan Area of Caracas, to which jurisdiction
the parties expressly declare to submit.


     Section 8. Amendment. This Agreement may not be modified, amended or
supplemented except by a written instrument in writing, signed by, or on behalf
of, each of the parties.

     Section 9. Assignment. This Agreement may not be assigned without the
express written consent of the parties.




INVERSIONES INEXTEL, C.A.


By:    /s/ Julian Nebreda
       ----------------------
Name:  Julian Nebreda
Title: Director

AES COMUNICACIONES DE VENEZUELA, C.A.


By:    /s/ Fulvio Italiani
       ----------------------
Name:  Fulvio Italiani
Title: Attorney-in-fact