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U.S. Securities and Exchange Commission

Securities Exchange Act of 1934
Rule 14d-10(a)(1)

Exemptive Letter: Offer by Telefónica S.A. for Series A and Series B Shares of Compaňía de Telecomunicaciones de Chile S.A.

Response of the Office of Mergers and Acquisitions,
Division of Corporation Finance

November 24, 2008

Via Facsimile (212) 424-8500 and U.S. Mail

Stephen G. Rooney
Dewey & LeBoeuf LLP
125 West 55th Street
New York, New York 10019-5389


Cash tender offer by Telefónica, S.A. (Telefonica) for Series A and Series B Shares of Compaňía de Telecomunicaciones de Chile S.A. (Telefonica Chile)

Dear Mr. Rooney:

We are responding to your letter dated November 24, 2008 to the attention of Michele Anderson and Christina Chalk, as supplemented by conversations with the staff. We attach a copy of your letter to avoid having to repeat or summarize the facts you present there. Defined terms we use here have the same meaning as in your letter, unless otherwise noted.

This relief is granted in connection with the Second-Step Offer for any remaining Shares and ADSs of Telefónica Chile that remain outstanding after the Initial Offer commenced by Bidders on September 17, 2008. The Initial U.S. Offer expired on October 31, 2008. The Second-Step Offer is mandatory under Chilean law.

On the basis of your representations and the facts presented in your letter, the United States Securities and Exchange Commission hereby grants an exemption from Rule 14d-10(a)(1) under the Exchange Act. The exemption from Rule 14d-10(a)(1) permits the Bidders to make the U.S. Offer available to all holders of ADSs and to holders of Shares that are U.S. Residents. The Chilean Offer will be open to all holders of Shares, including U.S. Residents, as required under Chilean law. The U.S. offer materials will disclose the risks to U.S. Residents associated with participating in the Chilean Offer.

The foregoing exemption is based solely on the representations and the facts presented in your letter of November 24, 2008, as supplemented by telephone conversations with the Commission staff. The relief provided above is strictly limited to the application of the rule listed above to this transaction. You should discontinue this transaction pending further consultations with the staff if there is a change in any of the facts or representations set forth in your letter.

In addition, your attention is directed to the anti-fraud and anti-manipulation provisions of the federal securities laws, including Section 10(b) and Section 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 must rest with the participants in this transaction. The Division of Corporation Finance expresses no view with respect to any other questions the proposed transaction may raise, including, but not limited to, the adequacy of disclosure concerning, and the applicability of any other federal or state laws to, the proposed transaction.

For the Commission,
by the Division of Corporation Finance,
pursuant to delegated authority,

Michele Anderson
Chief, Office of Mergers and Acquisitions
Division of Corporation Finance

Incoming Letter:

The Incoming Letter is in Acrobat format.



Modified: 02/03/2009