<SUBMISSION>
<ACCESSION-NUMBER>0000909518-01-500356
<TYPE>SC 14D9/A
<PUBLIC-DOCUMENT-COUNT>4
<FILING-DATE>20011022
<SUBJECT-COMPANY>
<COMPANY-DATA>
<CONFORMED-NAME>NATIONAL TELEPHONE CO OF VENEZUELA
<CIK>0001025862
<ASSIGNED-SIC>4813
<IRS-NUMBER>000000000
<FISCAL-YEAR-END>1231
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<ACT>34
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</FILING-VALUES>
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<STREET1>EDIFICIO CANT PRIMER PISO
<STREET2>AVENIDA LIBERTADOR
<CITY>CARACAS VENEZUELA
<STATE>X5
<PHONE>5825006800
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>MILBANK TWEED HADLEY & MCCLOY
<STREET2>1 CHASE MANHATTAN PLAZA
<CITY>NEW YORK
<STATE>NY
<ZIP>10005
</MAIL-ADDRESS>
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<CONFORMED-NAME>VERIZON COMMUNICATIONS INC
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<FORM-TYPE>SC 14D9/A
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<BUSINESS-ADDRESS>
<STREET1>1095 AVE OF THE AMERICAS
<CITY>NEW YORK
<STATE>NY
<ZIP>10036
<PHONE>2123952121
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>1717 ARCH ST 47TH FL
<CITY>PHILADELPHIA
<STATE>PA
<ZIP>19103
</MAIL-ADDRESS>
<FORMER-COMPANY>
<FORMER-CONFORMED-NAME>BELL ATLANTIC CORP
<DATE-CHANGED>19920703
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<DOCUMENT>
<TYPE>SC 14D9/A
<SEQUENCE>1
<FILENAME>a10-22sc14d9a3.txt
<TEXT>
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                 SCHEDULE 14D-9
                                (AMENDMENT NO. 3)

                                 (RULE 14D-101)

                   SOLICITATION/RECOMMENDATION STATEMENT UNDER
            SECTION 14(d) (4) OF THE SECURITIES EXCHANGE ACT OF 1934
--------------------------------------------------------------------------------
            COMPANIA ANONIMA NACIONAL TELEFONOS DE VENEZUELA (CANTV)

                             Name of Subject Company

                 NATIONAL TELEPHONE COMPANY OF VENEZUELA (CANTV)
--------------------------------------------------------------------------------
              (Translation of Subject Company's name into English)

                           VERIZON COMMUNICATIONS INC.
--------------------------------------------------------------------------------
                      (Name of Person(s) Filing Statement)

                           American Depositary Shares
                (each representing the right to receive 7 Class D
                   shares of common stock of Compania Anonima
                    Nacional Telefonos de Venezuela (CANTV),
                     par value Bs.36.90182224915 per share)
--------------------------------------------------------------------------------
                         (Title of Class of Securities)

                                    204421101
--------------------------------------------------------------------------------
                      (CUSIP Number of Class of Securities)

                                 Marianne Drost
                      Senior Vice President, Deputy General
                         Counsel and Corporate Secretary
                           Verizon Communications Inc.
                           1095 Avenue of the Americas
                            New York, New York 10036
                                 (212) 395-1783
--------------------------------------------------------------------------------
  (Name, address and telephone numbers of person authorized to receive notices
                                       and
            communications on behalf of the persons filing statement)

                                   Copies to:

                        Steven Zipperstein Raymond Gietz
    Senior Vice President & Deputy General Counsel Weil Gotshal & Manges LLP
                     Verizon Services Corp. 767 Fifth Avenue
              1095 Avenue of the Americas New York, New York, 10153
                     New York, New York 10036 (212) 310-8702
                                 (212) 395-1295

[__]  Check the box if the filing relates solely to preliminary communications
      made before the commencement of a tender offer.

<PAGE>

         This Amendment No. 3 amends and supplements the
Solicitation/Recommendation Statement on Schedule 14D-9 originally filed by
Verizon Communications Inc. ("Verizon") with the SEC on October 10, 2001, as
amended and supplemented prior to the date hereof (the "Schedule 14D-9"), in
respect of the subject company, Compania Anonima Nacional Telefonos de Venezuela
(CANTV) (the "Company"), related to (a) the tender offer by the AES
Comunicaciones de Venezuela. C.A., a company organized under the laws of
Venezuela ("Purchaser") , which is jointly owned by The AES Corporation ("AES")
and AES's 87% owned subsidiary, Corporacion EDC, C.A. ("CEDC"), upon the terms
and subject to the conditions set forth in the offer to purchase, dated
September 25, 2001 (the "Offer to Purchase"), and the related letter of
transmittal (which together constitute the "U.S. Offer"), pursuant to which
Purchaser makes an offer to purchase for $24.00 per American Depository Shares
of the Company (each an "ADS" and, collectively, the "ADSs"), net to each seller
in cash, less any withholding taxes and without interest thereon, an aggregate
of 28,566,944 ADSs and (b) the offer by Purchaser, AES and CEDC (the "Venezuelan
Offer" and, together with the U.S. Offer, the "Offers") to purchase 199,968,608
shares of common stock of the Company, par value Bs. 36.90182224915 per share
(the "Shares"), validly tendered and not properly withdrawn prior to the
expiration of the Venezuelan Offer, each for $3.4285714 in cash payable in U.S.
dollars or in Bolivares to tendering holders that elect to be paid in Bolivares.
Capitalized terms used but not defined herein have the meanings assigned to them
in the Schedule 14D-9.

ITEM 8.    ADDITIONAL INFORMATION.

         Item 8 of the Schedule 14D-9 is hereby amended and supplemented by
adding the following text to the end thereof:

         "On Monday, October 22, 2001, Verizon issued a press release commenting
on two resolutions issued by the CNV on Friday, October 19, 2001. One of the CNV
resolutions is in response to the petition filed by GTE Venholdings, an
affiliate of Verizon, with the CNV on October 15, 2001, as described in
Amendment No. 1 to the Schedule 14D-9. A copy of Verizon's press release is
attached hereto as Exhibit (a)(3), and is incorporated herein by reference.
English translations of the two CNV resolutions are attached hereto as Exhibits
(a)(4) and (a)(5)."

ITEM 9.    EXHIBITS

         Item 9 of the Schedule 14D-9 is hereby amended and supplemented by
adding the following text to the end thereof:

         Exhibit (a) (3) Press Release issued by Verizon, dated October 22,
2001.

         Exhibit (a) (4) English translation of CNV ruling (Resolution 228)
issued on October 19, 2001.

         Exhibit (a) (5) English translation of CNV ruling (Resolution 227)
issued on October 19, 2001.







<PAGE>

                                    SIGNATURE

         After due 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.

                                       VERIZON COMMUNICATIONS INC.

                                       By:    /s/ Michael T. Masin
                                              ---------------------------
                                       Name:  Michael T. Masin
                                       Title: Vice Chairman and President
Dated:   October 22, 2001















                                        2

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>3
<FILENAME>a10-22exa3.txt
<DESCRIPTION>EXHIBIT (A)(3)
<TEXT>
                                                                  EXHIBIT (A)(3)


FOR IMMEDIATE RELEASE                        Contact:
Release Date                                 Steve Marcus
                                             212-395-2363
                                             steven.b.marcus@verizon.com

                                             Peter Thonis
                                             212-395-2355
                                             peter.thonis@verizon.com

                   Verizon Comments on Rulings by Venezuela's
                     National Securities Commision on CANTV
                            Proposed Repurchase Offer


                Verizon Intends to Comply With Commission Ruling


         New York, NY -- Verizon Communications today commented on last Friday's
rulings by the Venezuelan National Securities Commission (CNV) approving CANTV's
proposed 15% share repurchase. CANTV's shareholders will vote on the program and
on a proposed special dividend at a special meeting this Wednesday, October 24.

         "We applaud the CNV for approving CANTV's proposed repurchase program,"
said Michael T. Masin, Vice Chairman and President of Verizon Communications.
"The CNV ruling will result in shareholders having a clear choice between the
AES offer - which the CANTV Broad has unanimously rejected - and CANTV's own
share repurchase and special dividend proposals".

         The CNV also issued a ruling concerning VenWorld Telecom C.A.'s
participation in CANTV's proposed share repurchase plan. Verizon intends to
comply with the ruling and will discuss its implementation with the CNV. Verizon
owns approximately 75% of VenWorld.

         Investors and security holders are urged to read the
solicitation/recommendation statement on Schedule 14D-9 filed with the
Securities Exchange Commission by Verizon Communications Inc. on October 10,
2001 and subsequent filings amending and supplementing the
solicitation/recommendation statement on Schedule 14D-9, because it contains
important information. Verizon filed this statement in accordance with SEC
requirements that any shareholders of a company subject to a tender offer who
makes a solicitation or recommendation regarding that offer file the
solicitation and recommendation with the SEC. Verizon beneficially owns,
directly and through its affiliates, including through VenWorld Telecom, C.A.,
shares of CANTV, employees of Verizon and its subsidiaries serve as executive
officers and directors of CANTV and Verizon and its subsidiaries are parties
with CANTV to a services agreement and similar agreements and arrangements, all
as discussed on Verizon's solicitation/recommendation statement on Schedule
14D-9. Investors and security holders may obtain a free copy of the
solicitation/recommendation statement on Schedule 14D-9 and other documents
filed by Verizon (when they are available) at www.sec.gov.

         Verizon Communications (NYSE:VZ) is one of the world's leading
providers of communications services. Verizon companies are the largest
providers of wireline and wireless communications in the United States, with 125
million access lines equivalents and approximately 28 million wireless
customers. Verizon is also the largest directory publisher in the world. A
Fortune 10 company with about 260,000 employees and approximately $65 billion in
annual revenues, Verizon's global presence extends to more than 40 countries in
the America, Europe, Asia and the Pacific. For more information on Verizon,
visit www.verizon.com.

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>4
<FILENAME>a10-22exa4.txt
<DESCRIPTION>EXHIBIT (A)(4)
<TEXT>
                                                                  EXHIBIT (A)(4)



                        BOLIVARIAN REPUBLIC OF VENEZUELA
                               MINISTRY OF FINANCE
                         NATIONAL SECURITIES COMMISSION




                             Resolution No. 227-2001

                           191(degree) and 142(degree)


                            Caracas, October 19, 2001


WHEREAS, on October 18, 2001, CANTV filed with the National Securities
Commission ("CNV") a report regarding the Third Share Repurchase Program that
the Board of Directors of CANTV plans to submit to its shareholders for
consideration and approval in an Extraordinary Shareholders Meeting to be held
on October 24, 2001, in accordance with the directives of the CNV and with the
provisions of the Tender Offer Rules.

WHEREAS, on October 15, 2001, CANTV requested that the CNV extend the term of
the tender offer filed by AES Comunicaciones de Venezuela C.A., with the goal of
matching the expiration date of said tender offer with that of CANTV's Third
Repurchase Program.

WHEREAS, the Board of the CNV has reviewed said report in the context of the
Tender Offer Rules and has determined that certain issues should be specified
and clarified in connection with the faculties of the Meeting of Shareholders
and the Board of Directors of CANTV.

WHEREAS, articles 8 and 14 of the Tender Offer Rules contemplate matching the
periods of initial offers with those of subsequent offers, with the objective of
preserving the opportunity to evaluate and participate for those interested in
these processes.

The CNV, acting pursuant to authority granted by article 9 (subsection 15) of
the Capital Markets Law, and in accordance with articles 8, 10, and 14 of the
Tender Offer Rules and article 1 of the Rules Regarding the Transparency of the
Capital Markets,

                                    RESOLVES:

1.   To authorize the publication of the Report regarding the Third Share
     Repurchase Program of CANTV, in the understanding that the proposal set
     forth therein is conditioned on its approval by the Shareholder Meeting of
     CANTV and that the right to argue and enforce the conditions set forth in
     paragraphs 9 and 15 of the Report will require the express authorization of
     the Meeting of Shareholders, and evidence of such authorization shall be
     set forth in the minutes of the Shareholder Meeting called to consider the
     proposed Repurchase Program.

2.   To order AES Comunicaciones de Venezuela, C.A., that in the event the CANTV
     Shareholder Meeting approves the execution of the Third Repurchase Program
     of the Company, to extend the term of its tender offer until the date which
     the CANTV Shareholder Meeting sets for the expiration of the Third Share
     Repurchase Program of CANTV, which in no event shall be in excess of thirty
     (30) stock exchange business days after the commencement date of such
     program, with the objective of maintaining the parity of the options.

3.   To notify CANTV, of the resolutions adopted by this Board.

4.   To notify AES Comunicaciones de Venezuela, C.A., of the resolutions adopted
     by this Board.



                                    (A)(4)-1
<PAGE>

In accordance with articles 73 and 94 of the Organic Law of Administrative
Procedure, a Petition for Reconsideration of this Resolution can be filed within
15 days subsequent to its publication.

Be it notified and published.

          [Signatures of each CNV Director and the Executive Secretary]
















                                    (A)(4)-2

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>5
<FILENAME>a10-22exa5.txt
<DESCRIPTION>EXHIBIT (A)(5)
<TEXT>
                                                                  EXHIBIT (A)(5)


                        BOLIVARIAN REPUBLIC OF VENEZUELA
                               MINISTRY OF FINANCE
                         NATIONAL SECURITIES COMMISSION




                             Resolution No. 227-2001

                           191(degree) and 142(degree)


                            Caracas, October 19, 2001


WHEREAS, on October 18, 2001, CANTV filed with the National Securities
Commission ("CNV") a report regarding the Third Share Repurchase Program that
the Board of Directors of CANTV plans to submit to its shareholders for
consideration and approval in an Extraordinary Shareholders Meeting to be held
on October 24, 2001, in accordance with the directives of the CNV and with the
provisions of the Tender Offer Rules.

WHEREAS, on October 15, 2001, CANTV requested that the CNV extend the term of
the tender offer filed by AES Comunicaciones de Venezuela C.A., with the goal of
matching the expiration date of said tender offer with that of CANTV's Third
Repurchase Program.

WHEREAS, the Board of the CNV has reviewed said report in the context of the
Tender Offer Rules and has determined that certain issues should be specified
and clarified in connection with the faculties of the Meeting of Shareholders
and the Board of Directors of CANTV.

WHEREAS, articles 8 and 14 of the Tender Offer Rules contemplate matching the
periods of initial offers with those of subsequent offers, with the objective of
preserving the opportunity to evaluate and participate for those interested in
these processes.

The CNV, acting pursuant to authority granted by article 9 (subsection 15) of
the Capital Markets Law, and in accordance with articles 8, 10, and 14 of the
Tender Offer Rules and article 1 of the Rules Regarding the Transparency of the
Capital Markets,

                                    RESOLVES:

1.   To authorize the publication of the Report regarding the Third Share
     Repurchase Program of CANTV, in the understanding that the proposal set
     forth therein is conditioned on its approval by the Shareholder Meeting of
     CANTV and that the right to argue and enforce the conditions set forth in
     paragraphs 9 and 15 of the Report will require the express authorization of
     the Meeting of Shareholders, and evidence of such authorization shall be
     set forth in the minutes of the Shareholder Meeting called to consider the
     proposed Repurchase Program.

2.   To order AES Comunicaciones de Venezuela, C.A., that in the event the CANTV
     Shareholder Meeting approves the execution of the Third Repurchase Program
     of the Company, to extend the term of its tender offer until the date which
     the CANTV Shareholder Meeting sets for the expiration of the Third Share
     Repurchase Program of CANTV, which in no event shall be in excess of thirty
     (30) stock exchange business days after the commencement date of such
     program, with the objective of maintaining the parity of the options.

3.   To notify CANTV, of the resolutions adopted by this Board.

4.   To notify AES Comunicaciones de Venezuela, C.A., of the resolutions adopted
     by this Board.


                                    (A)(5)-1
<PAGE>

In accordance with articles 73 and 94 of the Organic Law of Administrative
Procedure, a Petition for Reconsideration of this Resolution can be filed within
15 days subsequent to its publication.

Be it notified and published.

          [Signatures of each CNV Director and the Executive Secretary]















                                    (A)(5)-2

</TEXT>
</DOCUMENT>
</SUBMISSION>
