SC 14D9/A

                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                 SCHEDULE 14D-9
                                (AMENDMENT NO. 1)

                                 (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.
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                      (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)
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                         (Title of Class of Securities)

                                    204421101
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                      (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.



         This Amendment No. 1 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 (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 October 16, 2001, Verizon issued a press release announcing, among
other things, that Verizon endorses the approval by the Board of Directors of
the Company of a share repurchase program for up to 15 percent of the Company's
shares at $30 per ADS, a special shareholder dividend in the amount of
approximately 520 bolivars per share, payable in two installments, equivalent to
approximately US$4.89 per ADS at current exchange rates, representing an
estimated aggregate dividend of approximately US$550 million, based on the
number of shares expected to be outstanding following the consummation of the
share repurchase program and also supports the board's directive that the
Company's management evaluate the Company's dividend policy and recommend
changes that would result in an increase in annual dividend payments. These
actions by the Company's Board of Directors were announced by the issuance of a
Company press release on October 15, 2001.

         Verizon's press release also discloses that GTE Venholdings B.V., an
affiliate of Verizon that is the controlling shareholder of VenWorld Telecom,
C.A. ("VenWorld"), has filed a petition with Venezuela's Comision Nacional de
Valores ("CNV") to ensure that the voting interest in the Company held by
VenWorld would not increase as a result of the proposed repurchase program. Such
petition was made in response to an order issued by the CNV that would require
VenWorld to participate in the Company's repurchase program to the extent
necessary to avoid any increase in VenWorld's ownership in the Company that
otherwise would result from the Company's actions. Verizon's investment in the
Company is held principally through VenWorld. The petition to the CNV provides
that shares equal to any increase in VenWorld's interest would be placed in a
trust and for voting purposes would be treated in accordance with one of two
alternatives. The first alternative would require that such shares be voted in
the same manner as a majority of the shares present at such meeting. The second
alternative would require that such shares abstain from voting at any meeting of
the Company's shareholders. The CNV has not yet responded to the petition. A
copy of the English translation of the petition filed as Exhibit (a) (2) to the
Schedule 14D-9 and is incorporated herein by reference.

         A copy of Verizon's press release is filed as Exhibit (a) (1) to the
Schedule 14D-9 and is incorporated herein by reference.




ITEM 9.    EXHIBITS

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

         Exhibit (a) (1) Press Release issued by Verizon, dated October 16,
2001.

         Exhibit (a) (2) English translation of the petition filed with the CNV
on October 15, 2001.













                                       2


                                    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/ Charles R. Lee
                                             ----------------------------------
                                      Name:  Charles R. Lee
                                      Title: Chairman and Co-Chief Executive
                                             Officer
Dated:   October 16, 2001





                                       3




EXHIBIT INDEX
-------------

EXHIBIT NO.     DESCRIPTION
-----------     -----------

Exhibit (a) (1) Press Release issued by Verizon, dated October 16, 2001.

Exhibit (a) (2) English translation of VenWorld petition filed with the CNV on
                October 15, 2001.

EX-99

                                                                 EXHIBIT (A) (1)

                                  PRESS RELEASE



FOR IMMEDIATE RELEASE               Contact:

October 16, 2001                             Steve Marcus
                                             212-395-2363
                                             steven.b.marcus@verizon.com

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


        Verizon Endorses CANTV Board's Recommendation of Share Repurchase
                    Program and Special Shareholder Dividend


Proposals Superior to AES Tender Offer and Provide Immediate and Long-term Value
for Shareholders; Shareholders To Vote Oct. 24th



         NEW YORK - Verizon Communications today endorsed the recommendation of
the Board of Directors of Compania Anonima Nacional Telefonos de Venezuela
(CANTV) of a share repurchase program for up to 15 percent of CANTV's shares,
and a special shareholder dividend in bolivars equal to $550 million at today's
exchange rate, payable in two installments.
         The price for the repurchased shares would be $30 per American
depositary share (ADS).
         Yesterday, all CANTV directors voted in favor of the board's
recommendation except for the director representing AES Corp. The board's
recommendation will be submitted to shareholders for approval on Oct. 24, 2001.
         Verizon also endorsed the board's directive that CANTV management
evaluate the company's dividend policy and recommend changes that would result
in an increase in annual dividend payments. Verizon would support a new dividend


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policy that would pay out annual dividends of at least 50 percent of CANTV's
free cash flow for the prior year, subject to the company's operational and
financial needs.
         Also yesterday, Verizon filed a proposal with Venezuela's Comision
Nacional de Valores (CNV) to ensure that VenWorld's voting interest in CANTV
would not increase as a result of the proposed repurchase program. Under the
proposal, shares equal to any increase in VenWorld's interest would be placed in
trust and would not be voted with the rest of VenWorld's CANTV shares.
         Verizon's investment in CANTV, Venezuela's largest telephone company,
is held principally through VenWorld. Verizon currently owns 28.5 percent of
CANTV.
         "We fully support the actions of the CANTV board," said Michael T.
Masin, vice chairman and president of Verizon. "The board's proposals are
superior to the AES tender offer. We believe they constitute a balanced approach
that provides both immediate and long-term value for shareholders. The proposals
also protect the continued financial soundness of CANTV, thus enabling the
company to realize its significant potential for continued growth and
development."


         In addition, the board approved for submission to shareholders a plan
that will permit two employee trust funds to purchase Class C shares, which are
held by CANTV employees and retirees. The funds would use shares for various
purposes, including ensuring that CANTV is able to retain and attract a talented
and highly motivated workforce. Holders of Class C shares would be permitted to
sell a portion of their holdings to the trusts at the maximum price offered in
the proposed stock repurchase program.

          "The board's proposals provide CANTV's shareholders with better value
than the AES offer and also fully protect the interests of all shareholders,"
Masin said. "We urge all shareholders to join us in approving the proposals and
in rejecting the AES tender offer."




                                    (A)(1)-2


         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 line equivalents and more than 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
Americas, Europe, Asia and the Pacific. For more information on Verizon, visit
www.verizon.com.


                                      ####
ON THE INTERNET: Verizon news releases, executive speeches, biographies, media
contacts and other information are available at Verizon's News Center on the
World Wide Web at www.verizon.com/news. To receive news releases by e-mail,
visit the News Center and register for personalized automatic delivery of
Verizon news releases.












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EX-99

                                                                 EXHIBIT (A) (2)

         TRANSLATION OF PETITION FILED WITH THE CNV ON OCTOBER 15, 2001

Citizens

PRESIDENT AND OTHER MEMBERS OF THE BOARD OF THE
COMISION NACIONAL DE VALORES
Its Offices
-----------

I, ARTURO H. BANEGAS MASIA, Venezuelan, of legal age, domiciled in Caracas,
holder of identity card No. 9,970,144, proceeding in my capacity of Attorney-in
fact of GTE VENHOLDINGS, B.V., a corporation domiciled and organized under the
laws of the Kingdom of the Netherlands, as evidenced by the power of attorney a
copy of which is attached hereto as the document marked "A", which corporation
is the owner of a share participation of approximately 75.43% of VENWORLD
TELECOM, C.A., a corporation inscribed at the Second Mercantile Registry of the
Judicial Part of the Capital District and the State of Miranda on October 18,
1991, noted under No. 69, Volume 30-A-Second (hereinafter "VENWORLD"), by this
petition and in view of Resolution No. 217-2001, dated October 9, 2001, issued
by the COMISION NACIONAL DE VALORES ("RESOLUTION 217") and made public by the
said President of that agency on the same date it was issued by the media of
social communication, before you I respectfully appear, in accordance with
Article 48 of the ORGANIC LAW OF ADMINISTRATIVE PROCEDURE, in order to present
the following petition:

                                        I
                     FACTS AND THE INTEREST OF MY PRINCIPAL

VENWORLD is currently the owner of THREE HUNDRED SIX MILLION TWO HUNDRED SIXTY
THOUSAND SIX HUNDRED EIGHT (306,267,608) class "A" shares of COMPANIA NACIONAL
TELEFONOS DE VENEZUELA (CANTV) ("CANTV"), representing a share participation in
the capital of said corporation of THIRTY THREE POINT ZERO SEVEN PERCENT
(33.07%).

On October 8, 2001 there appeared in the national press a call by the board of
directors of CANTV to a Meeting of Shareholders of said corporation, in which
there is submitted for the consideration of the shareholders of that corporation
the approval of an extraordinary dividend and the third repurchase program.
Following the publication of such call, the COMISION NACIONAL DE VALORES
("CNV"), in RESOLUTION 217, ordered in its part Third, the following:

                                     "THIRD
         "IN THE EVENT THE PROPOSED REPURCHASE PLAN IS APPROVED AND IMPLEMENTED,
         AND BEFORE THE CLOSING OF THE ACQUISITION OF THE SHARES BY CANTV, ORDER
         VENWORLD TO OFFER AND SELL A PARTICIPATION EQUIVALENT TO ITS
         SHAREHOLDING QUOTA, IN THE TOTAL OFFERED AND ACCEPTED IN THE
         CORRESPONDING REPURCHASE PLAN, ALL WITH THE PURPOSE OF AVOIDING AN
         INCREASE IN CONTROL OR ITS PARTICIPATION QUOTA IN THE CAPITAL OF THE
         COMPANY, AVOIDING THE PROCEDURES FOR THE PUBLIC OFFER OF ACQUISITION,
         EXCHANGE AND TAKING OF CONTROL PURSUANT TO THE REGULATIONS IN EFFECT
         RELATING THERETO."

As established in part Third cited above, VENWORLD, a corporation in which my
principal maintains an economic interest equivalent to approximately 75.43%, is
ordered, ...to offer and sell a participation equivalent to its shareholding
quota, in the total offered and accepted in the repurchase plan ...to be
considered and eventually approved by the Meeting of Shareholders of CANTV. From
the foregoing arises the personal, legitimate and direct interest of my
principal, since RESOLUTION 217 affects its substantive rights and legitimate
and personal interests in direct form. All in conformity with that which is set
forth in article 48 of the ORGANIC LAW OF ADMINISTRATIVE PROCEDURE.



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In that sense and given that my principal owns approximately 75.43% of the
capital of VENWORLD, by this petition it evidences its support for the
alternative set forth herein. Likewise, the shareholder TELEFONICA VENEZUELAN
HOLDING B.V., a corporation that holds a share participation in VENWORLD
equivalent to approximately 20.90% of its capital, has been consulted regarding
the alternatives proposed herein and has also indicated its support. This
support was given in the understanding that the execution of such alternatives
would not affect the property rights, including redemption rights, of TELEFONICA
VENEZUELAN HOLDING B.V. and the other VenWorld shareholders in accordance with
the provisions of the by laws of such company or the transfer rights of its
corresponding CANTV Class "A" shares, as well as any right that accrues to such
shares, including the ones transferred to any of the trusts proposed herein.

                                       II
            THE TRUST WITH SPECIAL INSTRUCTIONS TO VOTE OR TO ABSTAIN

Therefore, based on the situation described above, given that VENWORLD and my
principal are directly affected by RESOLUTION 217, and on behalf of GTE
VENHOLDINGS, B.V., I respectfully make the following petition:

We understand that the purpose of part Third of RESOLUTION 217 is to avoid that
VENWORLD increases its participation or political influence over the decisions
of the Meeting [of Shareholders] of CANTV, without the application of applicable
law and in particular the REGULATIONS RELATING TO PUBLIC OFFERS OF ACQUISITION,
EXCHANGE AND TAKING OF CONTROL OF PUBLIC COMPANIES AND OTHER RIGHTS RELATED TO
THE SAME, issued by the CNV pursuant to Resolution No. 220-2000, dated September
18, 2000 and published in Official Gazette of the Bolivarian Republic of
Venezuela No. 37,039, dated September 19, 2000 ("OPA REGULATIONS"). Said
obligation is due, provided the repurchase program has been approved and
implemented and before the closing of the acquisition of the shares by CANTV.

Therefore, if the repurchase plan proposed by the Board of Directors of CANTV is
approved and implemented, apart from the shareholding percentage that is agreed
to be acquired pursuant to such program, the funds set aside by that company, as
well as the number of shares eventually authorized by the shareholders of that
company to be acquired, are limited. Such that if VENWORLD is obligated to offer
and sell a specified number of shares within the implementation of such
repurchase program, that would reduce both the funds available for CANTV and the
number of shares authorized to be acquired pursuant to the repurchase, to the
prejudice of the other shareholders of CANTV who desire to sell their shares in
the implementation of said program. Even more, this could reduce the funds
available to CANTV to pay dividends.

In effect, if VENWORLD is obligated to offer and sell shares in the repurchase
program, CANTV must pay for those shares with funds that its shareholders have
authorized for use in such program and for the extraordinary dividend. Likewise,
the shareholders of CANTV in the meeting [of shareholders] must fix the amount
of shares that can be acquired by the company in the repurchase program.
Therefore if VENWORLD is obligated to offer and sell its shares in the
repurchase process, said shares will form part of the shares that have been
authorized to be acquired within such program, in this manner using a portion of
the shares that can be acquired from the other shareholder of CANTV who
voluntarily wish to sell shares of the company.

As a result, as stated above, the sale of part of the shares owned by VENWORLD
in CANTV will proportionally reduce both the funds and the shares that the
shareholders of CANTV authorize to be the subject of the repurchase program.

On the other hand, my principal has not exercised the redemption right provided
in the VENWORLD by-laws, which demonstrates its intention to maintain its level
of investment in the country. If VENWORLD is forced to offer and sell a part of
its participation in CANTV, that will reduce proportionally foreign investment
in the country.

Therefore, the objective sought by the CNV in part Third of RESOLUTION 217 can
be achieved through the use of either of the following two alternatives, without
incurring any of the undesired events described above.



                                    (A)(2)-2


1.  TRUST WITH SPECIAL VOTING INSTRUCTIONS:

This alternative consists of the creation of a trust with VENWORLD as settlor
and Banco Mercantil, C.A. Banco Universal as trustee. VENWORLD would also be the
beneficiary of such trust, as described below. The trust fund would consist of
that number of CANTV Class "A" shares contributed by VENWORLD which represents
the percentage participation in excess of VENWORLD's participation in the
capital of CANTV prior to the approval of the share repurchase program and which
percentage the CNV seeks to prevent from increasing pursuant to RESOLUTION 217.

Thus, this trust would allow CANTV to use the aggregate amount and the total
number of shares authorized to be acquired through the share repurchase program
for the acquisition of shares from those CANTV shareholders that desire to
voluntarily sell their shares through such program and not for the purchase of a
portion of VENWORLD's participation. In addition, this mechanism would maintain
the level of foreign investment in CANTV at the current level. Finally, this
mechanism would allow the voting of the shares held by the trust in the same
manner as the majority of the shareholders of CANTV.

The proposed trust would be instructed by the settlor to vote the shares held by
the trust at meetings [of shareholders] of CANTV in the same manner in which the
majority of the shareholders present at such meeting, including VENWORLD, have
voted. This vote could even be different from VENWORLD's vote, but would allow
other CANTV shareholders to use the voting participation of the trust in support
of the voting tendency at the meeting. Given that VENWORLD by itself cannot
approve or disapprove an issue submitted to the consideration of the meeting of
shareholders of CANTV, if the CANTV shareholders, excluding the trust but
including VENWORLD, decide by majority vote to vote in a manner different than
VENWORLD, then the trust would be instructed to vote in the same manner as the
majority of the CANTV shareholders present at such meeting. Again, the vote of
the trust could be different than that of VENWORLD.

2.  TRUST WITH INSTRUCTIONS TO ABSTAIN IN THE VOTING:

The second alternative consists of the creation of a trust similar to the one
described above, but the settlor would instruct the trustee to abstain from
voting in the CANTV shareholder meetings, in contrast to alternative number one
in which the trustee would vote the shares in the same way as the majority of
the CANTV shareholders, even if such vote is in opposition to VENWORLD's vote.

Thus, this trust would also allow CANTV to use the aggregate amount and the
total number of shares authorized to be acquired through the share repurchase
program for the purchase of the shares of those minority CANTV shareholders that
desire to voluntarily sell their shares through such program and not for the
purchase of a portion of VENWORLD's participation. In addition, this mechanism
would maintain the level of foreign investment in CANTV at the current level.
Finally, this mechanism would require the trust to abstain from voting in the
CANTV [shareholder] meetings, but it would also prevent it from supporting the
majority of the shareholders voting in such meeting.

3.  TERMINATION OF THE TRUST:

Any of the proposed trusts may be terminated, and any CANTV Class "A" shares it
may still hold would be transferred to VENWORLD, if any the following events
occurs: (i) if VENWORLD is no longer deemed to hold the majority political
control of CANTV; (ii) if it is no longer required pursuant to a change in
applicable law to maintain the CANTV Class "A" shares in the trust; or (iii)
generally, if the premises relied upon by the CNV in adopting RESOLUTION 217
change in such a manner that it becomes unnecessary to maintain the shares in
the trust.

                                      III.
                                PRAYER FOR RELIEF

For the reasons set forth above, we hereby respectfully request this commission
to:

FIRST: Permit VENWORLD to implement the trust alternative described herein in
order to comply with the provisions of part Third of RESOLUTION 217.



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Any notices related to this petition should be sent to the following address,
which we indicate as our domicile:

Palacios, Ortega y Asociados
Calle Guaicaipuro con Av. Principal de Las Mercedes
Torre Forum, Piso 6.
Urbanizacion El Rosal
Caracas, Venezuela.
Telefono: +58 (212) 951 3333
Fax: +58 (212) 951 2851
email: abanegas@palaciosortega.com

In Caracas, on the date of its filing.














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