Securities Exchange Act of 1934
Rule 14d-11(f)
Rule 14d-10(a)(2)
Rule 14e-1(b)

Exemptive and No-Action Letter: Offer by Empresa Brasileira de Telecomunicações S.A.-Embratel for Preferred Shares of Net Serviços de Comunicação S.A.

Response of the Office of Mergers and Acquisitions
Division of Corporation Finance

October 15, 2010

Daniel S. Sternberg
Cleary Gottlieb Steen & Hamilton LLP
One Liberty Plaza
New York, New York 10006-1470

Re: Offer by Empresa Brasileira de Telecomunicações S.A.—Embratel
for Preferred Shares of Net Serviços de Comunicação S.A.

Dear Mr. Sternberg:

We are responding to your letter dated October 15, 2010 to Michele M. Anderson, Christina E. Chalk and David L. Orlic, as supplemented by conversations with the staff of the Division of Corporation Finance, with regard to your request for exemptive and no-action relief. Our response is attached to the enclosed photocopy of your letter. Each defined term in this letter has the same meaning as in your letter, unless we indicate otherwise.

On the basis of the representations made and the facts presented in your letter, the U.S. Securities and Exchange Commission (the “Commission”) hereby grants exemptions from the following rules under the Securities Exchange Act of 1934 (the “Exchange Act”):

• Rule 14d-11(f). The exemption from Rule 14d-11(f) permits the Bidders to offer consideration during the subsequent offering period which differs from the consideration offered during the initial offering period solely by virtue of the incremental interest payment calculated as of the date of the settlement of the Auction through the date of payment, as required under Brazilian law and described in your letter.
   
• Rule 14d-10(a)(2). The exemption from Rule 14d-10(a)(2) permits the Bidders to pay consideration which will fluctuate during the subsequent offering period because of the incremental interest accrued thereon, and which will vary from the amount paid during the initial offering period solely by virtue of the later payment date in the subsequent offering period, as required by Brazilian law and described in your letter.

Based on the representations made and the facts presented in your letter, the staff of the Division of Corporation Finance will also not recommend enforcement action pursuant to Rule 14e-1(b) under the Exchange Act if the Bidders pay consideration which will fluctuate during the subsequent offering period because of the interest accrued thereon, as required by Brazilian law and described in your letter.

The foregoing exemptions and no-action position are based solely on the representations and the facts presented in your letter, as supplemented by telephone conversations with the staff of the Division of Corporation Finance. The relief is strictly limited to the application of the rules listed above to this transaction. You should discontinue this transaction pending further consultations with the staff if any of the representations set forth in your letter change.

We also direct your attention to the anti-fraud and anti-manipulation provisions of the federal securities laws, including Sections 10(b) and 14(e) of the Exchange Act, and Rule 10b-5 thereunder. The participants in this transaction must comply with these and any other applicable provisions of the federal securities laws. The Division of Corporation Finance expresses no view on any other questions that may be raised by the transaction, including but not limited to the adequacy of disclosure concerning, and the applicability of any other federal or state laws to, the transaction.

Incoming Letters:

• Cleary Gottlieb Steen & Hamilton LLP
• Xavier, Berrnardes, Braganca

http://www.sec.gov/divisions/corpfin/cf-noaction/2010/netservicos101510.htm