SC TO-T/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Schedule TO

TENDER OFFER STATEMENT UNDER SECTION 14(D)(1)

OR 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 7)

NET SERVIÇOS DE COMUNICAÇÃO S.A.

(Name of Subject Company)

EMPRESA BRASILEIRA DE TELECOMUNICAÇÕES S.A. – EMBRATEL

(Offeror)

EMBRATEL PARTICIPAÇÕES S.A.

(Bidder and Affiliate of Offeror)

(Name of Filing Persons)

Preferred Shares, no par value, and

American Depositary Shares, each representing one Preferred Share

(Title of Class of Securities)

N/A (Preferred Shares)

64109T201 (American Depositary Shares)

(CUSIP Number of Class of Securities)

Isaac Berensztejn

Chief Financial Officer

Empresa Brasileira de Telecomunicações S.A. – Embratel

Av. Presidente Vargas, n° 1012

20071-002 Rio de Janeiro, RJ, Brazil

Telephone: 55 21 2121-3636

with copies to

Daniel Sternberg, Esq.

Nicolas Grabar, Esq.

Duane McLaughlin, Esq.

Cleary Gottlieb Steen & Hamilton LLP

One Liberty Plaza

New York, NY 10006

Telephone: (212) 225-2000

(Name, Addresses and Telephone Numbers of Persons Authorized to Receive Notices and Communications on Behalf of Filing Persons)

CALCULATION OF FILING FEE

Transaction Valuation(1)	Amount of Filing Fee(2)
$2,603,382,015	$185,621.14

(1) Estimated for purposes of calculating the filing fee pursuant to Rule 0-11(d) only. The Transaction Valuation was calculated assuming the purchase of all outstanding Preferred Shares, no par value (including Preferred Shares represented by American Depositary Shares), other than shares owned directly or indirectly by the Filing Person at a purchase price of R$23.00 in cash per Preferred Share. As of June 30, 2010, there were 228,503,916 Preferred Shares outstanding (including Preferred Shares represented by American Depositary Shares), of which 29,379,149 are owned directly or indirectly by the Filing Person. As a result, this calculation assumes the purchase of 199,124,767 outstanding Preferred Shares. The Transaction Valuation was calculated in Brazilian reais (R$) and converted into U.S. dollars at the exchange rate indicated under “transaction PTAX 800, option 5” published by the Central Bank of Brazil through the SISBACEN system at 7:00 p.m., Brasilia time, on August 26, 2010 of US$1 = R$1.7592.

(2) The amount of the filing fee, calculated in accordance with Rule 0-11(d) of the Securities Exchange Act of 1934, equals 0.00007130 of the transaction valuation.

x Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing.

Amount Previously Paid: $185,621.14

Form or Registration No: Schedule TO-T

Filing Party: Empresa Brasileira de Telecomunicações S.A. – Embratel

Date Filed: August 30, 2010

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

Check the appropriate boxes below to designate any transactions to which the statement relates:

x third-party tender offer subject to Rule 14d-1.

¨ issuer tender offer subject to Rule 13e-4.

x going-private transaction subject to Rule 13e-3.

¨ amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer:  x

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This Amendment No. 7 amends and supplements the Tender Offer Statement on the combined Schedule TO and Schedule 13E-3 under cover of Schedule TO (the “Schedule TO”) filed with the Securities and Exchange Commission (“SEC”) on August 30, 2010 by Empresa Brasileira de Telecomunicações S.A. – EMBRATEL (“Embratel”), as amended and supplemented by Amendment No. 1 to the Schedule TO filed with the SEC on September 2, 2010, Amendment No. 2 to the Schedule TO filed with the SEC on September 21, 2010, Amendment No. 3 to the Schedule TO filed with the SEC on September 27, 2010, Amendment No. 4 to the Schedule TO filed with the SEC on September 29, 2010, Amendment No. 5 to the Schedule TO filed with the SEC on October 5, 2010 and Amendment No. 6 to the Schedule TO filed with the SEC on October 12, 2010. The Schedule TO relates to the offer by Embratel (the “Tender Offer”) to purchase any and all preferred shares, no par value (“Preferred Shares”), including Preferred Shares represented by American Depositary Shares (“ADSs”), of Net Serviços de Comunicação S.A., a corporation organized under the laws of the Federative Republic of Brazil (“Net”), from all holders other than Embratel Participações S.A. (“Embrapar”), wherever located. The Tender Offer is being made on the terms and subject to the conditions set forth in the offer to purchase dated August 30, 2010, as amended (the “Offer to Purchase”) and in the related letter of transmittal, which are attached and filed with the Schedule TO as Exhibits (a)(1)(i) and (a)(1)(ii), respectively.

This Schedule TO reports the results of the Tender Offer and is the final amendment to the Reporting Persons’ Schedule TO.

ITEM 8. INTEREST IN SECURITIES OF THE COMPANY.

Item 8 of this Schedule TO is hereby amended and supplemented by adding the following:

The period during which an ADS holder could exercise the shareholder put right expired at 9:00 a.m. on January 13, 2011. Based on a final count by Embratel, 49,847,863 Preferred Shares were tendered during the shareholder put right period, bringing the final number of Preferred Shares tendered into the offer to 193,701,299.

All Preferred Shares, including Preferred Shares represented by ADSs, that were validly tendered and not withdrawn have been accepted for payment in accordance with the terms of the offer and applicable law.

On January 18, 2011 Embratel issued a press release announcing the final results of the Tender Offer and the expiration of the period for the exercise of the shareholder put right, which is attached as Exhibit (a)(1)(xii) hereto.

ITEM 12. EXHIBITS.

Item 12 of this Schedule TO is hereby amended and supplemented by adding the following:

(a)(1)(xii) Press Release issued by Empresa Brasileira de Telecomunicações S.A. – EMBRATEL on January 18, 2011, announcing the final results of the Tender Offer and the expiration of the period for the exercise of the shareholder put right.

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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.

EMPRESA BRASILEIRA DE TELECOMUNICAÇÕES S.A.
By:	/s/ José Formoso Martínez
	Name:	José Formoso Martínez
	Title:	President
	Date:	January 18, 2010
EMBRATEL PARTICIPAÇÕES S.A.
By:	/s/ José Formoso Martínez
	Name:	José Formoso Martínez
	Title:	President
	Date:	January 18, 2010

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EXHIBIT INDEX

(a)(1)(xii) Press Release issued by Empresa Brasileira de Telecomunicações S.A. – EMBRATEL on January 18, 2011, announcing the final results of the Tender Offer and the expiration of the period for the exercise of the shareholder put right.

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EX-99.(A)(1)(XII)

Exhibit (a)(1)(xii)

Empresa Brasileira de Telecomunicações S.A. – EMBRATEL

CNPJ/MF 02.558.124/0001-12

Press Release

Embratel announces final results of tender offer for shares of Net Serviços de Comunicação S.A. and expiration of the period for the exercise of the shareholder put right

Rio de Janeiro, Brazil, January 18, 2011 – Empresa Brasileira de Telecomunicações S.A. – EMBRATEL (“Embratel”) announces that the period for the exercise of the shareholder put right for preferred shares, no par value (“Preferred Shares”), including Preferred Shares represented by American Depositary Shares (“ADSs”) of Net Serviços de Comunicação S.A. (“Net”) expired on January 13, 2011.

A total of 49,847,863 Preferred Shares, equivalent to 21.81% of outstanding Preferred Shares as of the date of the auction, were tendered during the shareholder put right period, bringing the final number of Preferred Shares tendered into the offer to 193,701,299, equivalent to 84.77% of outstanding Preferred Shares as of the date of the auction.

All Preferred Shares, including Preferred Shares represented by ADSs, that were validly tendered and not withdrawn have been accepted for payment in accordance with the terms of the offer and applicable law.

As a result of the tender offer, Embratel has increased its ownership in Net to 210,838,097 Preferred Shares, representing 92.27% of outstanding Preferred Shares.

The current direct and indirect ownership held by Embrapar, together with its controlled company, Embratel, in Net’s total capital stock is 91.86%.

About Embratel

Embratel is a wholly owned subsidiary of Embratel Participações S.A. (“Embrapar”). For more information on Embratel and Embrapar, please visit www.embratel.com.br.