SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                  -------------

                                  SCHEDULE TO/A
                                 (Rule 14d-100)

                      TENDER OFFER STATEMENT UNDER SECTION
           14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934
                                (Amendment No. 4)

                                  -------------

            COMPANIA ANONIMA NACIONAL TELEFONOS DE VENEZUELA (CANTV)
--------------------------------------------------------------------------------
                       (Name of Subject Company (Issuer))

                 NATIONAL TELEPHONE COMPANY OF VENEZUELA (CANTV)
--------------------------------------------------------------------------------
                  (Translation of Name of Issuer Into English)

                      AES COMUNICACIONES DE VENEZUELA, C.A.
                           a company jointly owned by
                               The AES Corporation
                                       and
                              Corporacion EDC, C.A.
--------------------------------------------------------------------------------
                       (Name of Filing Persons (Offerors))

                         CLASS D SHARES OF COMMON STOCK,
                   NOMINAL VALUE BS. 36.90182224915 PER SHARE
--------------------------------------------------------------------------------
                         (Title of Class of Securities)

                                    P3055Q103
--------------------------------------------------------------------------------
                                 (CUSIP Number)

       Barry J. Sharp, Senior Vice President and Chief Financial Officer,
     The AES Corporation, 1001 North 19th Street, Arlington, Virginia 22209
                               Tel: (703) 522-1315

                                    Copy to:

           Michael E. Gizang, Skadden, Arps, Slate, Meagher & Flom LLP
                      Four Times Square, New York, NY 10036
                               Tel: (212) 735-2704
--------------------------------------------------------------------------------
                  (Name, Address and Telephone Number of Person
                Authorized to Receive Notices and Communications)

                            CALCULATION OF FILING FEE
--------------------------------------------------------------------------------
 Transaction Valuation*                                    Amount of Filing Fee
    $12,979,759 (1)                                            $2,595.95(2)

* Set forth the amount on which the filing fee is calculated and state how it
was determined.

         (1) The transaction value is calculated by multiplying the amount of
Shares being sought by the offerors which are estimated to be owned by U.S.
persons, being 3,785,763, by the offer price per Share, $3.4285714.
         (2) The amount of filing fee is calculated by multiplying the
transaction valuation, $12,979,759, by 0.0002 pursuant to Rule 0-11(d) under the
Exchange Act of 1934, as amended.

[X] 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:   $2,595.95                                   Filing Party: AES Comunicaciones de Venezuela, C.A.
Form or Registration No.: Tender Offer Statement on Schedule TO       Date Filed:   September 25, 2001



[ ] 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 13e-4.
[_] 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. 4 amends and supplements the Tender Offer Statement
on Schedule TO originally filed with the Securities and Exchange Commission
("SEC") on September 25, 2001 and as amended and supplemented prior to the date
hereof (the "Schedule TO") by AES Comunicaciones de Venezuela, C.A. (the
"Purchaser"), a Venezuelan company jointly owned by The AES Corporation and
Corporacion EDC, C.A., relating to the offer by the Purchaser to purchase
199,968,608 shares of common stock of Compania Anonima Nacional Telefonos de
Venezuela (CANTV) ("CANTV") for $3.4285714 in cash per share, on the terms and
subject to the conditions set forth in the Venezuelan Offer to Purchase dated
September 25, 2001, as amended, and Share Letter of Transmittal, English
versions of which were attached to the Schedule TO as Exhibits (a)(1)A and
(a)(1)C, respectively (collectively referred to as the "Venezuelan Offer").

ITEMS 4 AND 11.  TERMS OF THE TRANSACTION; ADDITIONAL INFORMATION.

Items 4 and 11 of the Schedule TO are hereby amended and supplemented as
follows:

         On November 7, 2001, AES issued a press release announcing that the
Venezuelan Offer and the Purchaser's concurrent offer to purchase in the U.S.
28,566,944 American Depositary Shares of CANTV were terminated.

         The press release is filed as an Exhibit (a)(1)J. hereto and
incorporated herein by reference.

         All CANTV shares tendered to date in the Venezuelan Offer and not
previously withdrawn will be returned promptly to the applicable tendering
shareholders.

ITEM 12.  EXHIBITS.

        Item 12 of the Schedule TO is hereby amended and supplemented to add the
following exhibit:

        (a)(1)J. Text of press release issued November 7, 2001.








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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.


Date:    November 7, 2001          AES Comunicaciones de Venezuela, C.A.

                                   /s/ Paul Hanrahan
                                   -------------------------
                                   Name:  Paul Hanrahan
                                   Title: Director


Date:    November 7, 2001          The AES Corporation

                                   /s/ Paul Hanrahan
                                   -------------------------
                                   Name:  Paul Hanrahan
                                   Title: Executive Vice President


Date:    November 7, 2001          Corporacion EDC, C.A.

                                   /s/ Paul Hanrahan
                                   -------------------------
                                   Name:  Paul Hanrahan
                                   Title: Director



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                                  EXHIBIT INDEX

Exhibit
Number      Description
--------------------------------------------------------------------------------

(a)(1) A.   Venezuelan Offer to Purchase dated September 25, 2001, as translated
            into English*
(a)(1) B.   Summary Term Sheet to the Venezuelan Offer to Purchase dated
            September 25, 2001*
(a)(1) C.   Share Letter of Transmittal*
(a)(1) D.   Text of press release announcing intention to commence the U.S. and
            Venezuelan
            offers, dated August 29, 2001*
(a)(1) E.   Summary Advertisement as published in The New York Times on
            September 25, 2001*
(a)(1) F.   Text of press release announcing commencement of U.S. and Venezuelan
            offers, dated
            September 25, 2001*
(a)(1) G.   Text of Notice sent by the Purchaser to ADS holders on October 9,
            2001*
(a)(1) H.   Text of Notice sent by the Purchaser to ADS holders dated
            October 12, 2001*
(a)(1) I.   Text of press release issued October 25, 2001*
(a)(1) J.   Text of press release issued November 7, 2001

-----------
*   Previously Filed




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                                                                Exhibit (a)(1)J.

                           AES TERMINATES TENDER OFFER

ARLINGTON, VA, November 7, 2001 -- The AES Corporation (NYSE: AES) announced
that it had terminated its tender offers to purchase shares and ADSs of Compania
Anonima Nacional Telefonos de Venezuela (CANTV). All shares and ADSs of CANTV
tendered in the AES offers will be returned to the tender holders. AES added
that the actions finally taken by CANTV management in response to its offers
improve shareholder value.

Paul Hanrahan, President of AES Americas stated, "The confirmation by CANTV that
it will continue with its announced share repurchase program is good for all
shareholders. We are also pleased with the SEC filing by Verizon that it will
support an improved CANTV dividend policy."

AES added that it intended to participate in the CANTV repurchase program.

Mr. Hanrahan concluded, "From the standpoint of CANTV's minority shareholders
the events of the last few months resulted in a positive outcome. The $1 billion
of cash held at CANTV is being distributed to all shareholders and Verizon has
committed to a much improved dividend policy to distribute cash not needed in
the business to shareholders. We are also pleased with the important role the
CNV has played in protecting the interests of CANTV's minority shareholders."

AES is a leading global power company comprised of competitive generation,
distribution and retail supply businesses in Argentina, Australia, Bangladesh,
Brazil, Cameroon, Canada, Chile, China, Colombia, Czech. Republic, Dominican
Republic, El Salvador, Georgia, Germany, Hungary, India, Italy, Kazakhstan, the
Netherlands, Nigeria, Mexico, Oman, Pakistan, Panama, Qatar, Sri Lanka, Ukraine,
the United Kingdom, the United States and Venezuela.

The company's generating assets include interests in one hundred and eighty two
facilities totaling over 62 gigawatts of capacity. AES's electricity
distribution network has over 946,000 km of conductor and associated rights of
way and sells over 135,000 gigawatt hours per year to over 19 million end-use
customers. In addition, through its various retail electricity supply
businesses, the company sells electricity to over 154,000 end-use customers.

AES is dedicated to providing electricity worldwide in a socially responsible
way.

This news release may include forward-looking statements. Actual events and
results may differ materially from those projected. Factors that could affect
actual results are discussed in AES's filings with the Securities and Exchange
Commission, and readers are encouraged to read those filings to learn more about
the risk factors associated with AES's businesses.



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