SC TO-T/A

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE TO

Tender Offer Statement
Under Section 14(d)(1) or 13(e)(3) of the Securities Exchange Act of 1934

(AMENDMENT NO. 11)

COMPAÑÍA DE TELECOMUNICACIONES DE CHILE S.A.

(Name of Subject Company)

INVERSIONES TELEFÓNICA INTERNACIONAL HOLDING LIMITADA
TELEFÓNICA, S.A.

(Names of Filing Persons)

American Depositary Shares

(Each Representing 4 Shares of Series A Common Stock, no par value)

(Title of Class of Securities)

204449300

(CUSIP Number of Class of Securities)

Shares of Series A Common Stock, no par value, and Shares of Series B Common Stock, no par value

(Title of Class of Securities)
n/a

(CUSIP Number of Class of Securities)

Marcía García-Legaz Ponce 
Head of Investor Relations
Distrito C, Ronda de la Comunicación, s/n
28050 Madrid, Spain
Tel. 011 34 91 482 870

(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications on Behalf of Filing Persons)

Copy to:
Stephen G. Rooney, Esq.
Dewey & LeBoeuf LLP
1301 Avenue of the Americas
New York, New York 10019-6092
(212) 259-8000

CALCULATION OF FILING FEE

Transaction Valuation(1)	Amount of Filing Fee(2)(3)
$374,129,535.01	$14,703.29

(1)	Estimated solely for the purpose of determining the filing fee. The transaction valuation is calculated by adding (A) the product of (x) 180,702,226 (which is the sum of the number of Compañía de Telecomunicaciones de Chile S.A. Series A Shares represented by American Depositary Shares, each representing 4 Series A Shares, and an estimate of the maximum number of Series A Shares held by U.S. Holders) times (y) the purchase price of Ch$ 1,100 per Series A Share, net in cash, converted to U.S. dollars using an exchange rate of Ch$ 532.42 to U.S.$1.00, the Observed Exchange Rate (as defined in the Offer to Purchase) as of September 16, 2008 and (B) the product of (x) 425,857 (which is the estimate of the maximum number of Compañía de Telecomunicaciones de Chile S.A. Series B Shares held by U.S. Holders) times (y) the purchase price of Ch$ 990 per Series B Share, net in cash, converted to U.S. dollars using an exchange rate of Ch$ 532.42 to U.S.$ 1.00, the Observed Exchange Rate as of September 16, 2008.
(2)	The amount of the filing fee, calculated in accordance with Rule 0-11(d) of the Securities Exchange Act of 1934, as amended, equals 0.00003930 of the transaction valuation.
þ	Check the 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: $13,366.63
	Filing Party: Inversiones Telefónica Internacional Holding Limitada Telefónica, S.A.
	Filing: Schedule TO/13e-3 filed on September 17, 2008
	Amount Previously Paid: $1,336.66
	Filing Party: Inversiones Telefónica Internacional Holding Limitada Telefónica, S.A.
	Filing: Amendment No. 8 to Schedule TO/13e-3 filed on October 21, 2008
o	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:
þ	third-party tender offer subject to Rule 14d-1.
o	issuer tender offer subject to Rule 13e-4.
þ	going-private transaction subject to Rule 13e-3.
o	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: o

TABLE OF CONTENTS

	Item 12. Exhibits
SIGNATURES
EXHIBIT INDEX
EX-99.A.42: PRESS RELEASE

          This Amendment No. 11 (this “Amendment”) amends and supplements the Tender Offer Statement on Schedule TO and Schedule 13E-3 Transaction Statement originally filed with the Securities and Exchange Commission (the “SEC”) on September 17, 2008, as amended by Amendment No. 1 filed on September 17, 2008, Amendment No. 2 filed on September 19, 2008, Amendment No. 3 filed on September 22, 2008, Amendment No. 4 filed on September 24, 2008, Amendment No. 5 filed on October 1, 2008, Amendment No. 6 filed on October 6, 2008, Amendment No. 7 filed on October 14, 2008, Amendment No. 8 filed on October 22, 2008, Amendment No. 9 filed on October 27, 2008 and Amendment No. 10 filed on October 29, 2008 (as amended, the “Schedule TO”), relating to the Offer by Telefónica, S.A., a publicly held stock corporation organized and existing under the laws of the Kingdom of Spain (“Telefónica”), and Inversiones Telefónica Internacional Holding Limitada, a limited liability company (sociedad de responsabilidad limitada) organized and existing under the laws of the Republic of Chile and indirectly owned by Telefónica (“Purchaser” and, together with Telefónica, the “Bidders”), to purchase any and all of the outstanding shares of Series A common stock, no par value (the “Series A Shares”) at a price of Ch$ 1,100 per Series A Share, and Series B common stock, no par value (the “Series B Shares” and, together with the Series A Shares, the “Shares”) at a price of Ch$ 990 per Series B Share, of Compañía de Telecomunicaciones de Chile S.A., a publicly traded stock corporation organized and existing under the laws of the Republic of Chile (the “Company”), other than Shares currently owned by Telefónica Internacional Chile S.A., a corporation organized and existing under the laws of the Republic of Chile and indirectly wholly owned by Telefónica (“TICSA”), and any and all of the outstanding American Depositary Shares (“ADSs”) of the Company, each representing four Series A Shares at a price of Ch$ 4,400 per ADS, on the terms and subject to the conditions set forth in the Offer to Purchase, dated September 17, 2008 (as amended and supplemented, the “Offer to Purchase”), the Supplement to the Offer to Purchase, dated October 21, 2008, and the Supplement to the Offer to Purchase dated October 27, 2008 (collectively, the “Supplement”), and in the related revised ADS Letter of Transmittal, the Form of Acceptance and the ADS Notice of Guaranteed Delivery (which, as they may be amended and supplemented from time to time, together constitute the “U.S. Offer”), copies of which are filed as Exhibits (a)(31), (a)(32) and (a)(33), respectively, to the Schedule TO. Through a concurrent offer in Chile, Purchaser is offering to purchase any and all of the outstanding Shares, other than Shares currently owned by TICSA, including Shares held by U.S. persons (the “Chilean Offer” and, together with the U.S. Offer, the “Offers”).

          The information set forth in the Offer to Purchase, including all schedules and annexes thereto, is hereby expressly incorporated by reference into this Schedule TO, in response to all items of this Schedule TO including, without limitation, all of the information required by Schedule 13E-3 that is not included in or covered by the items in Schedule TO.

          Except as otherwise indicated in this Amendment, the information set forth in the Schedule TO remains unchanged. Capitalized terms used but not defined herein have the meanings ascribed to them in the Schedule TO.

Item 12. Exhibits.

     Item 12 is hereby amended as follows:

Exhibit No.	Description
Exhibit (a)(42)	Press release issued by Telefónica, S.A., dated October 29, 2008.

SIGNATURES

     After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Amendment No. 11 to the Schedule TO is true, complete and correct.

Dated: October 29, 2008	TELEFÓNICA S.A.
	By:	/s/ Jorge Abadía Pozuelo
		Name:	Jorge Abadía Pozuelo
		Title:	Authorized Signatory
	By:	/s/ Ernesto López Mozo
		Name:	Ernesto López Mozo
		Title:	Authorized Signatory
	INVERSIONES TELEFÓNICA INTERNACIONAL HOLDING LIMITADA
	By:	/s/ Jorge Abadía Pozuelo
		Name:	Jorge Abadía Pozuelo
		Title:	Authorized Signatory
	By:	/s/ Ernesto López Mozo
		Name:	Ernesto López Mozo
		Title:	Authorized Signatory

EXHIBIT INDEX

Exhibit No.	Description
Exhibit (a)(42)	Press release issued by Telefónica, S.A., dated October 29, 2008.

EX-99.A.42

Exhibit a (42)

AFTER THE SPECIAL MEETING OF SHAREHOLDERS OF COMPAÑÍA DE
TELECOMUNICACIONES DE CHILE S.A., TELEFONICA ANNOUNCES THAT THE
OFFERS TO ACQUIRE 100% OF THE SHARES OF CTC WILL PROCEED IN
ACCORDANCE WITH THE ESTABLISHED SCHEDULE

The Chilean offer will expire at 11:00 p.m. (New York City Time) on October 30, 2008

The U.S. offer will expire at 12:00 Midnight (New York City Time) on October 31, 2008

Madrid, Spain, October 29, 2008 — On October 28, 2008, a Special Meeting of the Shareholders was held by Compañía de Telecomunicaciones de Chile (“CTC”) to approve a Bylaw Amendment to remove the current ownership restriction that limits to 45% the percentage of CTC shares that may be owned or voted by a single Shareholder. The Bylaw Amendment was approved by approximately 85.9% of Shareholders. Accordingly, Telefónica has announced its intention to proceed with the offers to acquire the remaining 55.1% of CTC Shares that the Telefónica Group does not already own for a purchase price of Ch$ 1,100 per series A share, Ch$ 990 per series B share and Ch$ 4,400 per ADS.

Shareholders tendering shares in the Chilean offer will have to do so before 11:00 p.m. (New York City Time) on Thursday, October 30, 2008.  Shareholders and ADS holders tendering in the U.S. offer will have to tender their shares and/or ADSs before 12:00 midnight (New York City Time) on Friday, October 31, 2008.

For enquiries, please contact:
D.F. King & Co., Inc.
Bankers and Brokers Call: (212) 269-5550
All Others Call Toll Free: (800) 859-8511

A Schedule TO/13E-3 and a Schedule 14D-9, each as amended, have been filed with the Securities and Exchange Commission (the “SEC”) and are publicly available on the SEC website (www.sec.gov). Shareholders are encouraged to read these documents for important and more detailed information regarding the U.S. Offer.