Securities and Exchange Act of 1934
Section 14(d)(5)
Rule 14d-10(a)(1)

December 19, 2006

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

Scott V. Simpson
Skadden, Arps, Meagher & Flom (UK) LLP
40 Bank Street
Canary Wharf
London E14 5DS

Dear Mr. Simpson:

We are responding to your letter dated December 14, 2006 addressed to Brian V. Breheny and Christina Chalk, as supplemented by telephone conversations with the staff, with regard to your request for exemptive relief. To avoid having to recite or summarize the facts set forth in your letter, our response is attached to the enclosed photocopy of your letter. Unless otherwise noted, capitalized terms in this letter have the same meaning as in your December 14, 2006 correspondence.

On the basis of the representations made and the facts presented in your December 14, 2006 letter, the United States Securities and Exchange Commission ("Commission") hereby grants exemptions from:

• Rule 14d-10(a)(1) promulgated under the Exchange Act to permit the dual offer structure described in your December 14, 2006 letter; and
   
• Section 14(d)(5) of the Exchange Act to permit Sonae and Sonaecom to terminate withdrawal rights in the U.S. Offer at any time which is both after the sixtieth day from commencement of the U.S. Offer and after the expiration of the U.S. Offer while the results of the Offers are being determined until acceptance of tenders in the U.S. Offer. Acceptance of the shares tendered into the U.S. Offer will occur three Portuguese business days after the special session of Euronext Lisbon that will be convened on the third business day immediately following the expiration of the offer period.

The foregoing exemptions are based solely on the representations and the facts presented in your letter, as supplemented by telephone conversations with the Commission staff. The relief is strictly limited to the application of the rules listed above to this transaction. 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. The participants in the transactions contemplated by this letter must comply with these and any other applicable provisions of the federal securities laws. The Division of Corporation Finance expresses no view on any other questions that may be raised by such transactions, including but not limited to, the adequacy of disclosure concerning and the applicability of any other federal or state laws to such transactions.

Incoming Letter:

The Incoming Letter is in Acrobat format.

http://www.sec.gov/divisions/corpfin/cf-noaction/portugaltelecom121906-sec14.htm